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Exhibit 4.6    
  


FOREST OIL CORPORATION  


73/4% Senior Notes due 2014 




 
 

INDENTURE    
    
    Dated as of April 25, 2002    
  




State
Street Bank and Trust Company 


Trustee 





 
 
 

Table of Contents    
  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	

SECTION 1.01.	
 	

DEFINITIONS	
 	

1
	 	SECTION 1.02.	 	OTHER DEFINITIONS	 	20
	 	SECTION 1.03.	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	 	20
	 	SECTION 1.04.	 	RULES OF CONSTRUCTION	 	21
	

ARTICLE II THE SECURITIES	
 	

21
	 	

SECTION 2.01.	
 	

FORM, DATING AND TERMS	
 	

21
	 	SECTION 2.02.	 	EXECUTION AND AUTHENTICATION	 	27
	 	SECTION 2.03.	 	REGISTRAR AND PAYING AGENT	 	28
	 	SECTION 2.04.	 	PAYING AGENT TO HOLD MONEY IN TRUST	 	29
	 	SECTION 2.05.	 	SECURITYHOLDER LISTS	 	29
	 	SECTION 2.06.	 	TRANSFER AND EXCHANGE	 	29
	 	SECTION 2.07.	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS	 	32
	 	SECTION 2.08.	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S	 	33
	 	SECTION 2.09.	 	REPLACEMENT SECURITIES	 	34
	 	SECTION 2.10.	 	OUTSTANDING SECURITIES	 	35
	 	SECTION 2.11.	 	TEMPORARY SECURITIES	 	35
	 	SECTION 2.12.	 	CANCELLATION	 	35
	 	SECTION 2.13.	 	DEFAULTED INTEREST	 	36
	 	SECTION 2.14.	 	COMPUTATION OF INTEREST	 	36
	 	SECTION 2.15.	 	CUSIP NUMBERS	 	36
	

ARTICLE III REDEMPTION	
 	

36
	 	

SECTION 3.01.	
 	

NOTICES TO TRUSTEE	
 	

36
	 	SECTION 3.02.	 	SELECTION OF SECURITIES TO BE REDEEMED	 	36
	 	SECTION 3.03.	 	NOTICE OF REDEMPTION	 	36
	 	SECTION 3.04.	 	EFFECT OF NOTICE OF REDEMPTION	 	37
	 	SECTION 3.05.	 	DEPOSIT OF REDEMPTION PRICE	 	37
	 	SECTION 3.06.	 	SECURITIES REDEEMED IN PART	 	37
	

ARTICLE IV COVENANTS	
 	

37
	 	

SECTION 4.01.	
 	

PAYMENT OF SECURITIES	
 	

37
	 	SECTION 4.02.	 	SEC REPORTS	 	38
	 	SECTION 4.03.	 	LIMITATION ON INDEBTEDNESS	 	38
	 	SECTION 4.04.	 	LIMITATION ON RESTRICTED PAYMENTS	 	38
	 	SECTION 4.05.	 	LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES	 	40
	 	SECTION 4.06.	 	LIMITATION ON ASSET SALES	 	41
	 	SECTION 4.07.	 	LIMITATION ON TRANSACTIONS WITH AFFILIATES	 	43
	 	SECTION 4.08.	 	LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES	 	44
	 	SECTION 4.09.	 	CHANGE OF CONTROL	 	44
	 	SECTION 4.10.	 	LIMITATION ON LIENS	 	46
	 	SECTION 4.11.	 	COMPLIANCE CERTIFICATE	 	46



i





 

	 	SECTION 4.12.	 	FURTHER INSTRUMENTS AND ACTS	 	46
	 	SECTION 4.13.	 	FUTURE SUBSIDIARY GUARANTORS	 	46
	 	SECTION 4.14.	 	RESTRICTED AND UNRESTRICTED SUBSIDIARIES	 	46
	 	SECTION 4.15.	 	TERMINATION OF CERTAIN COVENANTS	 	47
	 	SECTION 4.16.	 	REGISTRATION DEFAULT	 	47
	

ARTICLE V SUCCESSOR COMPANY	
 	

47
	 	

SECTION 5.01.	
 	

WHEN COMPANY MAY MERGE OR TRANSFER ASSETS	
 	

47
	

ARTICLE VI DEFAULTS AND REMEDIES	
 	

48
	 	

SECTION 6.01.	
 	

EVENTS OF DEFAULT	
 	

48
	 	SECTION 6.02.	 	ACCELERATION	 	50
	 	SECTION 6.03.	 	OTHER REMEDIES	 	50
	 	SECTION 6.04.	 	WAIVER OF PAST DEFAULTS	 	50
	 	SECTION 6.05.	 	CONTROL BY MAJORITY	 	50
	 	SECTION 6.06.	 	LIMITATION ON SUITS	 	50
	 	SECTION 6.07.	 	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	 	51
	 	SECTION 6.08.	 	COLLECTION SUIT BY TRUSTEE	 	51
	 	SECTION 6.09.	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	51
	 	SECTION 6.10.	 	PRIORITIES	 	51
	 	SECTION 6.11.	 	UNDERTAKING FOR COSTS	 	52
	 	SECTION 6.12.	 	WAIVER OF STAY OR EXTENSION LAWS	 	52
	

ARTICLE VII TRUSTEE	
 	

52
	 	

SECTION 7.01.	
 	

DUTIES OF TRUSTEE	
 	

52
	 	SECTION 7.02.	 	RIGHTS OF TRUSTEE	 	53
	 	SECTION 7.03.	 	INDIVIDUAL RIGHTS OF TRUSTEE	 	53
	 	SECTION 7.04.	 	TRUSTEE'S DISCLAIMER	 	53
	 	SECTION 7.05.	 	NOTICE OF DEFAULTS	 	53
	 	SECTION 7.06.	 	REPORTS BY TRUSTEE TO HOLDERS	 	53
	 	SECTION 7.07.	 	COMPENSATION AND INDEMNITY	 	54
	 	SECTION 7.08.	 	REPLACEMENT OF TRUSTEE	 	54
	 	SECTION 7.09.	 	SUCCESSOR TRUSTEE BY MERGER	 	55
	 	SECTION 7.10.	 	ELIGIBILITY; DISQUALIFICATION	 	55
	 	SECTION 7.11.	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	 	55
	

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE	
 	

55
	 	

SECTION 8.01.	
 	

DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE	
 	

55
	 	SECTION 8.02.	 	CONDITIONS TO DEFEASANCE	 	56
	 	SECTION 8.03.	 	APPLICATION OF TRUST MONEY	 	57
	 	SECTION 8.04.	 	REPAYMENT TO THE COMPANY	 	57
	 	SECTION 8.05.	 	INDEMNITY FOR GOVERNMENT OBLIGATIONS	 	57
	 	SECTION 8.06.	 	REINSTATEMENT	 	57
	

ARTICLE IX AMENDMENTS	
 	

58
	 	

SECTION 9.01.	
 	

WITHOUT CONSENT OF HOLDERS	
 	

58
	 	SECTION 9.02.	 	WITH CONSENT OF HOLDERS	 	58
	 	SECTION 9.03.	 	COMPLIANCE WITH TRUST INDENTURE ACT	 	59
	 	SECTION 9.04.	 	REVOCATION AND EFFECT OF CONSENTS AND WAIVERS	 	59
	 	SECTION 9.05.	 	NOTATION ON OR EXCHANGE OF SECURITIES	 	59



ii





 

	 	SECTION 9.06.	 	TRUSTEE TO SIGN AMENDMENTS	 	59
	 	SECTION 9.07.	 	PAYMENT FOR CONSENT	 	59
	

ARTICLE X SUBSIDIARY GUARANTEES	
 	

60
	 	

SECTION 10.01.	
 	

SUBSIDIARY GUARANTEE	
 	

60
	 	SECTION 10.02.	 	CONTRIBUTION	 	61
	 	SECTION 10.03.	 	SUCCESSORS AND ASSIGNS	 	61
	 	SECTION 10.04.	 	NO WAIVER	 	61
	 	SECTION 10.05.	 	MODIFICATION	 	61
	 	SECTION 10.06.	 	EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE SUBSIDIARY GUARANTORS	 	62
	

ARTICLE XI MISCELLANEOUS	
 	

62
	 	

SECTION 11.01.	
 	

TRUST INDENTURE ACT CONTROLS	
 	

62
	 	SECTION 11.02.	 	NOTICES	 	62
	 	SECTION 11.03.	 	COMMUNICATION BY HOLDERS WITH OTHER HOLDERS	 	63
	 	SECTION 11.04.	 	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	 	63
	 	SECTION 11.05.	 	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	 	63
	 	SECTION 11.06.	 	WHEN SECURITIES DISREGARDED	 	63
	 	SECTION 11.07.	 	RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR	 	63
	 	SECTION 11.08.	 	LEGAL HOLIDAYS	 	63
	 	SECTION 11.09.	 	GOVERNING LAW	 	63
	 	SECTION 11.10.	 	NO RECOURSE AGAINST OTHERS	 	64
	 	SECTION 11.11.	 	SUCCESSORS	 	64
	 	SECTION 11.12.	 	MULTIPLE ORIGINALS	 	64
	 	SECTION 11.13.	 	TABLE OF CONTENTS; HEADINGS	 	64
	 	SECTION 11.14.	 	CONSENT TO JURISDICTION AND SERVICE	 	64
	
EXHIBITS	
 	

 	
 	

 
	

EXHIBIT A	
 	

FORM OF INITIAL SECURITY AND ADDITIONAL SECURITY	
 	

 
	EXHIBIT B	 	FORM OF EXCHANGE SECURITY	 	 
	EXHIBIT C	 	FORM OF SUPPLEMENTAL INDENTURE	 	 




iii





 
 
 

CROSS-REFERENCE TABLE    
  



	TIA

Section
 
	 	Indenture

Section

	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(b)	 	7.08; 8.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	2.06
	(b)	 	11.03
	(c)	 	11.03
	313(a)	 	7.06
	(b)(1)	 	N.A.
	(b)(2)	 	7.06
	(c)	 	11.02
	(d)	 	7.06
	314(a)	 	4.02; 4.11
	 	 	11.02
	(b)	 	N.A.
	(c)(1)	 	11.04
	(c)(2)	 	11.04
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	11.05
	(f)	 	4.11
	315(a)	 	7.01
	(b)	 	7.05; 11.02
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.11
	316(a)	 	 
	(last sentence)	 	11.06
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)(A)	 	N.A.
	(b)	 	6.07
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.05




        N.
A. means Not Applicable. 


        Note:
This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 


iv











        INDENTURE dated as of April 25, 2002, between FOREST OIL CORPORATION, a New York corporation (the "Company") and State Street Bank
and Trust Company, as Trustee (the "Trustee"). 



        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company's 73/4% Senior Notes due
2014 (the "Initial Securities"), and (ii) if and when issued, additional 73/4% Senior Notes Due 2014 in an unlimited principal amount that may be offered subsequent to the Issue
Date (the "Additional Securities"), to be issued, from time to time, in one or more series as provided in this Indenture and (iii) if and when
issued in exchange for Initial Securities or any Additional Securities as provided in the Exchange and Registration Rights Agreement or a similar agreement relating to Additional Securities, the
Company's 73/4% Senior Notes due 2014 (the "Exchange Securities") and (iv) if and when issued as provided in the Exchange and
Registration Rights Agreement, the Private Exchange Securities (as defined in the Exchange and Registration Rights Agreement). 


 
 

ARTICLE I
  
    DEFINITIONS AND INCORPORATION BY REFERENCE    
  


        SECTION 1.01. DEFINITIONS. 


        "ADDITIONAL
ASSETS" means (a) any Property (other than cash, Permitted Short-Term Investments or securities) used in the Oil and Gas Business or any business ancillary
thereto, (b) Investments in any other Person engaged in the Oil and Gas Business or any business ancillary thereto (including the acquisition from third parties of Capital Stock of such Person)
as a result of which such other Person becomes a Restricted Subsidiary in compliance with Section 4.15, (c) the acquisition from third
parties of Capital Stock of a Restricted Subsidiary or (d) Permitted Business Investments. 


        "ADDITIONAL
SECURITIES" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


        "ADJUSTED
CONSOLIDATED NET TANGIBLE ASSETS" means (without duplication), as of the date of determination, the remainder of: (a) the sum of (i) discounted future net
revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any provincial, territorial, state, Federal or foreign
income taxes, as estimated by the Company in a reserve report prepared as of the end of the Company's most recently completed fiscal year for which audited financial statements are available, as
increased by, as of the date of
determination, the estimated discounted future net revenues from (A) estimated proved oil and gas reserves acquired since such year-end, which reserves were not reflected in such
year-end reserve report, and (B) estimated oil and gas reserves attributable to upward revisions of estimates of proved oil and gas reserves since such year-end due to
exploration, development or exploitation activities, in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report), and
decreased by, as of the date of determination, the estimated discounted future net revenues from (C) estimated proved oil and gas reserves produced or disposed of since such
year-end and (D) estimated oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since such year-end due to changes in
geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions, in each case calculated in accordance with SEC guidelines (utilizing the prices
utilized in such year-end reserve report); PROVIDED that, in the case of each of the determinations made pursuant to clauses (A) through (D), such increases and decreases shall be
as estimated by the Company's petroleum engineers, (ii) the capitalized costs that are attributable to oil and gas properties of the Company and its Restricted Subsidiaries to which no proved
oil and gas reserves are attributable, based on the Company's books and records as of a date no earlier than the date of the Company's latest available annual or quarterly financial statements,
(iii) the Net Working Capital on a date no earlier than the date of the Company's latest annual or quarterly financial statements and (iv) the greater of (A) the net book value on
a date no earlier than the date of the Company's latest annual or quarterly financial statements and (B) the Fair Market Value, as estimated by the Company, of other tangible assets (including,
without 





 




duplication, Investments in unconsolidated Restricted Subsidiaries) of the Company and its Restricted Subsidiaries, as of the date no earlier than the date of the Company's latest audited financial
statements, minus (b) the sum of (i) minority interests, (ii) any net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company's latest
audited financial statements, (iii) to the extent included in (a)(i) above, the discounted future net revenues, calculated in accordance with SEC guidelines (utilizing the prices
utilized in the Company's year-end reserve report), attributable to reserves which are required to be delivered to third parties to fully satisfy the obligations of the Company and its
Restricted Subsidiaries with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto) and (iv) the discounted future net
revenues, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments which, based on the estimates of production and price assumptions
included in determining the discounted future net revenues specified in (a)(i) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries
with respect to Dollar-Denominated Production Payments (determined, if applicable, using the schedules specified with respect thereto). If the Company changes its method of accounting from the full
cost method to the successful efforts method or a similar method of accounting, "Adjusted Consolidated Net Tangible Assets" will continue to be calculated as if the Company were still using the full
cost method of accounting. 


        "AFFILIATE"
of any specified Person means any other Person (a) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common
control with, such specified Person or (b) which beneficially owns or holds directly or indirectly 10% or more of any class of the Voting Stock of such specified Person or of any Subsidiary of
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 Stock, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 



        "ASSET
SALE" means, with respect to any Person, any transfer, conveyance, sale, lease or other disposition (collectively, "dispositions," and including dispositions pursuant to any
consolidation or merger) by such Person in any single transaction or series of transactions of (a) shares of Capital Stock or other ownership interests of another Person (including Capital
Stock of Restricted Subsidiaries and Unrestricted Subsidiaries) or (b) any other Property of such Person; PROVIDED, HOWEVER, that the term "Asset Sale" shall not include: (i) the
disposition of Permitted Short-Term Investments, inventory, accounts receivable, surplus or obsolete equipment or other Property (excluding the disposition of oil and gas in place and
other interests in real property unless made in connection with a Permitted Business Investment) in the ordinary course of business; (ii) the abandonment, assignment, lease, sublease or
farm-out of oil and gas properties, or the forfeiture or other disposition of such properties pursuant to standard form operating agreements, in each case in the ordinary course of
business in a manner that is customary in the Oil and Gas Business; (iii) the disposition of Property received in settlement of debts owing to such Person as a result of foreclosure, perfection
or enforcement of any Lien or debt, which debts were owing to such Person in the ordinary course of its business; (iv) any disposition that constitutes a Restricted Payment made in compliance
with Section 4.04; (v) when used with respect to the Company, any disposition of all or substantially all of the Property of such Person
permitted pursuant to Article V; (vi) the disposition of any Property by such Person to the Company or a Wholly Owned Subsidiary; (vii) the disposition of any asset with a Fair
Market Value of less than $2,000,000; or (viii) any Production Payments and Reserve Sales; PROVIDED that any such Production Payments and Reserve Sales, other than incentive compensation
programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, shall
have been created, Incurred, issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the Property that is subject thereto. 


2





 



        "AVERAGE
LIFE" means, with respect to any Indebtedness, at any date of determination, the quotient obtained by dividing (a) the sum of the products of (i) the number of
years (and any portion thereof) from the date of determination to the date or dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment
requirements) of such Indebtedness multiplied by (ii) the amount of each such principal payment by (b) the sum of all such principal payments. 


        "BANK
CREDIT FACILITIES" means, with respect to any Person, one or more debt facilities or commercial paper facilities with banks or other institutional lenders (including pursuant to
the Credit Agreement dated as of October 10, 2000, as amended on May 24, 2001 and April 3, 2002, among the Company, the Lenders named therein, Bank of America N.A., as U.S.
syndication agent, Citibank N.A., as U.S. documentation agent and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as global administrative agent, and the Credit Agreement dated as of
October 10, 2000, as amended on May 24, 2001 and April 3, 2002, among Canadian Forest Oil Ltd., each other subsidiary of Canadian
Forest Oil Ltd. that becomes a borrower, the Lenders named therein, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian administrative agent, Bank of Montreal,
as Canadian syndication agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as global administrative agent) providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or trade letters of credit, together with any
extensions, revisions, restatements, refinancings or replacements thereof by a lender or syndicate of lenders; PROVIDED, HOWEVER, that any Indebtedness which otherwise would come within this
definition shall not constitute Indebtedness under Bank Credit Facilities to the extent that the Company shall have determined at the time of Incurrence that such Indebtedness was Incurred pursuant to
another provision of Section 4.03. 


        "BOARD
OF DIRECTORS" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board. 


        "BUSINESS
DAY" means each day which is not a Legal Holiday. 


        "CANADIAN
SUBSIDIARY" means a Subsidiary organized under the laws of Canada or any province thereof. 


        "CAPITAL
LEASE OBLIGATION" means any obligation which is required to be classified and accounted for as a capital lease obligation in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment date of rent
or any other amount due in respect of such obligation. 


        "CAPITAL
STOCK" in any Person means any and all shares, interests, participations or other equivalents in the equity interest (however designated) in such Person and any rights (other
than debt securities convertible into an equity interest), warrants or options to subscribe for or to acquire an equity interest in such Person; PROVIDED, HOWEVER, that "Capital Stock" shall not
include Redeemable Stock. 


        "CHANGE
OF CONTROL" means the occurrence of any of the following events: 



        (a)  any
"person" or "group" (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing, including any
group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have "beneficial ownership" of all shares that any such Person
has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of more than 50% of the total voting power of all classes of the 



3





 


Voting Stock of the Company or currently exercisable warrants or options to acquire such Voting Stock; 


        (b)  the
sale, lease, conveyance or transfer of all or substantially all the assets of the Company and the Restricted Subsidiaries taken as a whole (other than to any Wholly
Owned Subsidiary) shall have occurred; 


        (c)  the
shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company; 



        (d)  the
Company consolidates with or merges into another Person or any Person consolidates with or merges into the Company in any such event pursuant to a transaction in
which the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other property, other than any such transaction where the outstanding Voting Stock of the
Company is reclassified into or exchanged for Voting Stock of the surviving corporation that is Capital Stock and the holders of the Voting Stock of the Company immediately prior to such transaction
own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation immediately after such transaction in substantially the same proportion as before the transaction
(for purposes of this clause (d), the holders of the Voting Stock immediately prior to such transaction shall be deemed to beneficially own any Voting Stock of a specified corporation held by a
parent corporation, if the holders of the Voting Stock immediately prior to such transaction are the beneficial owners (as defined in clause 1 above), directly or indirectly, of more than 50%
of the voting power of the Voting Stock of such parent corporation); or 


        (e)  during
any period of two consecutive years, individuals who at the beginning of such period constituted the Company's Board of Directors (together with any new directors
whose election or appointment by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company's Board of
Directors then in office. 




        "CODE"
means the Internal Revenue Code of 1986, as amended. 


        "COMPANY"
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "CONSOLIDATED
INTEREST COVERAGE RATIO" means, as of the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the
"Transaction Date"), the ratio of (a) the aggregate amount of EBITDA of the Company and its consolidated Restricted Subsidiaries for the four
full fiscal quarters immediately prior to the Transaction Date for which financial statements are available to (b) the aggregate Consolidated Interest Expense of the Company and its Restricted
Subsidiaries that is anticipated to accrue during a period consisting of the fiscal quarter in which the Transaction Date occurs and the three fiscal quarters immediately subsequent thereto (based
upon the pro forma amount and maturity of, and interest payments in respect of, Indebtedness of the Company and its Restricted Subsidiaries expected by the Company to be outstanding on the Transaction
Date), assuming for the purposes of this measurement the continuation of market interest rates prevailing on the Transaction Date and base interest rates in respect of floating interest rate
obligations equal to the base interest rates on such obligations in effect as of the Transaction Date; PROVIDED that if the Company or any of its Restricted Subsidiaries is a party to any Interest
Rate Protection Agreement which would have the effect of changing the interest rate on any Indebtedness of the Company or any of its Restricted Subsidiaries for such four quarter period (or a portion
thereof), the resulting rate shall be used for such four quarter period or portion thereof; PROVIDED FURTHER that any Consolidated Interest Expense with respect to Indebtedness Incurred 


4





 


or retired by the Company or any of its Restricted Subsidiaries during the fiscal quarter in which the Transaction Date occurs shall be calculated as if such Indebtedness was so Incurred or retired
on the first day of the fiscal quarter in which the Transaction Date occurs. In addition, if since the beginning of the four full fiscal quarter period preceding the Transaction Date, (i) the
Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale, EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive), or increased by an amount
equal to the EBITDA (if negative), directly attributable to the assets which are the subject of such Asset Sale for such period calculated on a pro forma basis as if such Asset Sale and any related
retirement of Indebtedness had occurred on the first day of such period or (ii) the Company or any of its Restricted Subsidiaries shall have acquired any material assets, EBITDA shall be
calculated on a pro forma basis as if such asset acquisitions had occurred on the first day of such four fiscal quarter period. 


        "CONSOLIDATED
INTEREST EXPENSE" means with respect to any Person for any period, without duplication, (a) the sum of (i) the aggregate amount of cash and noncash interest
expense (including capitalized interest) of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP in respect of Indebtedness
(including (A) any amortization of debt discount, (B) net costs associated with Interest Rate Protection Agreements (including any amortization of discounts), (C) the interest
portion of any deferred payment obligation, (D) all accrued interest and (E) all commissions, discounts, commitment fees, origination fees and other fees and charges owed with respect to
any Bank Credit Facilities and other Indebtedness) paid, accrued or scheduled to be paid or accrued during such period; (ii) Redeemable Stock dividends of such Person (and of its Restricted
Subsidiaries if paid to a Person other than such Person or its Restricted Subsidiaries) and Preferred Stock dividends of such Person's Restricted Subsidiaries if paid to a Person other than such
Person or its other Restricted Subsidiaries; (iii) the portion of any rental obligation of such Person or its Restricted Subsidiaries in respect of any Capital Lease Obligation allocable to
interest expense in accordance with GAAP; (iv) the portion of any rental obligation of such Person or its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction that is
Indebtedness allocable to interest expense (determined as if such obligation were treated as a Capital Lease Obligation); and (v) to the extent any Indebtedness of any other Person (other than
Restricted Subsidiaries) is Guaranteed by such Person or any of its Restricted Subsidiaries, the aggregate amount of interest paid, accrued or scheduled to be paid or accrued by such other Person
during such period
attributable to any such Indebtedness; less (b) to the extent included in (a) above, amortization or write-off of deferred financing costs of such Person and its Restricted
Subsidiaries during such period; in the case of both (a) and (b) above, after elimination of intercompany accounts among such Person and its Restricted Subsidiaries and as determined in
accordance with GAAP. 


        "CONSOLIDATED
NET INCOME" of any Person means, for any period, the aggregate net income (or net loss, as the case may be) of such Person and its Restricted Subsidiaries for such period
on a consolidated basis, determined in accordance with GAAP; PROVIDED that there shall be excluded therefrom, without duplication, (a) items classified as extraordinary gains or losses net of
taxes (less all fees and expenses relating thereto); (b) any gain or loss net of taxes (less all fees and expenses relating thereto), realized on the sale or other disposition of Property,
including the Capital Stock of any other Person (but in no event shall this clause (b) apply to any gains or losses on the sale in the ordinary course of business of oil, gas or other
hydrocarbons produced or manufactured); (c) the net income of any Restricted Subsidiary of such specified person to the extent the transfer to that Person of that income is restricted by
contract or otherwise, except for any cash dividends or cash distributions actually paid by such Restricted Subsidiary to such Person during such period; (d) the net income (or loss) of any
other Person in which such Person or any of its Restricted Subsidiaries has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of
such Person in accordance with GAAP or is an interest in a consolidated Unrestricted Subsidiary), except to the extent of the amount of cash dividends or other cash distributions actually 


5





 




paid to such Person or its consolidated Restricted Subsidiaries by such other Person during such period; (e) for the purposes of Section 4.04  only, the net income of any Person acquired by
such Person or any of its Restricted Subsidiaries in a pooling-of-interests transaction for any period
prior to the date of such acquisition; (f) any gain or loss, net of taxes, realized on the termination of any employee pension benefit plan; (g) any adjustments of a deferred tax
liability or asset pursuant to Statement of Financial Accounting Standards No. 109 which result from changes in enacted tax laws or rates; (h) the cumulative effect of a change in
accounting principles; (i) any write-downs of non-current assets; PROVIDED that any ceiling limitation write-downs under SEC guidelines shall be treated as capitalized costs, as if
such write-downs had not occurred; (j) any non-cash compensation expense realized for grants of performance shares, stock options or stock awards to officers, directors and
employees of such Person or any of its Restricted Subsidiaries; (k) any non-cash gains or losses related to Exchange Rate Contracts and Oil and Gas Hedging Contracts, net of taxes;
(l) any non-cash gains or losses related to foreign currency exchange, net of taxes; and (m) any expenses relating to the Forcenergy Merger, net of taxes. 


        "CONSOLIDATED
NET WORTH" of any Person means the stockholders' equity of such Person and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP, less
(to the extent included in stockholders' equity) amounts attributable to Redeemable Stock of such Person or its Restricted Subsidiaries. 


        "CORPORATE
TRUST OFFICE" means an office of the Trustee at which any particular time its corporate trust business shall be administered, which office is, as of the date of the Indenture,
located at 225 Asylum Street, Hartford, CT 06103. 


        "DEFAULT"
means any event, act or condition the occurrence of which is, or after notice or the passage of time or both would be, an Event of Default. 


        "DEFINITIVE
SECURITIES" means certificated Securities. 


        "DOLLAR-DENOMINATED
PRODUCTION PAYMENTS" means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in
connection therewith. 


        "DOMESTIC
RESTRICTED SUBSIDIARY" means a Restricted Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia. 



        "DOMESTIC
SUBSIDIARY" means a Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia. 


        "DTC"
means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company. 


        "EBITDA"
means, with respect to any Person for any period, an amount equal to the Consolidated Net Income of such Person for such period, plus (a) the sum of, to the extent
reflected in the consolidated income statement of such Person and its Restricted Subsidiaries for such period from which Consolidated Net Income is determined and deducted in the determination of such
Consolidated Net Income, without duplication, (i) income tax expense (but excluding income tax expense relating to sales or other dispositions of Property, including the Capital Stock of any
other Person, the gains from which are excluded in the determination of such Consolidated Net Income), (ii) Consolidated Interest Expense, (iii) depreciation and depletion expense,
(iv) amortization expense and (v) exploration expense (if applicable), and (vi) any other non-cash charges; less (b) the sum of, to the extent reflected in the
consolidated income statement of such Person and its Restricted Subsidiaries for such period from which Consolidated Net Income is determined and added in the determination of such Consolidated Net
Income, without duplication, income tax recovery (excluding, however, income tax 


6





 




recovery relating to sales or other dispositions of Property, including the Capital Stock of any other Person, the losses from which are excluded in the determination of such Consolidated Net
Income). 


        "EQUITY
OFFERING" means (a) a bona fide underwritten sale to the public of common stock of the Company pursuant to a registration statement (other than a
Form S-8 or any other form relating to securities issuable under any employee benefit plan of the Company) that is declared effective by the
SEC or (b) a bona fide sale of common stock for cash to The Anschutz Corporation, in either case following the Issue Date. 


        "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended. 


        "EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT" means the Exchange and Registration Rights Agreement dated the Issue Date among Salomon Smith Barney Inc., BMO Nesbitt Burns Corp., TD
Securities (USA) Inc. and the Company. 


        "EXCHANGE
SECURITIES" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "EXCHANGED
PROPERTIES" means properties used or useful in the Oil and Gas Business received by the Company or a Restricted Subsidiary in trade or as a portion of the total consideration
for other such properties or assets. 


        "EXCHANGE
RATE CONTRACT" means, with respect to any Person, any currency swap agreements, forward exchange rate agreements, foreign currency futures or options, exchange rate collar
agreements, exchange rate insurance and other agreements or arrangements, or any combination thereof, entered into by such Person in the ordinary course of its business for the purpose of limiting or
managing exchange rate risks to which such Person is subject. 


        "FAIR
MARKET VALUE" means, with respect to any assets to be transferred pursuant to any Asset Sale or Sale and Leaseback Transaction or any non-cash consideration or property
transferred or received by any Person, the fair market value of such consideration or other property as determined by (a) any officer of the Company if such fair market value is less than
$25,000,000 and (b) the Board of Directors of the Company as evidenced by a certified resolution delivered to the Trustee if such fair market value is equal to or in excess of $25,000,000. 



        "FORCENERGY
MERGER" means the transactions contemplated by the Agreement and Plan of Merger, dated as of July 10, 2000, among the Company, Forest Acquisition I Corporation, a
Delaware corporation and Forcenergy Inc., a Delaware corporation. 


        "GAAP"
means United States generally accepted accounting principles as in effect on the date of this Indenture, unless stated otherwise. 


        "GOVERNMENT
OBLIGATIONS" means securities that are (a) direct obligations of the United States of America or Canada for the timely payment of which the full faith and credit of
the United States of America or Canada is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or
Canada, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or Canada which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian, with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt;
PROVIDED, HOWEVER, 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 principal of or interest on the Government Obligation evidenced by such depository receipt. 


7





 



        "GUARANTEE"
by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and including any Lien on the assets of such Person securing obligations to pay
Indebtedness of the primary obligor and any obligation of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase or payment of) any security for the payment of such Indebtedness, (b) to purchase Property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so
as to enable the primary obligor to pay such Indebtedness (and "GUARANTEED", "GUARANTEEING" and "GUARANTOR" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that a Guarantee by
any Person shall not include (i) endorsements by such Person for collection or deposit, in either case, in the ordinary course of business or (ii) a contractual commitment by one Person
to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of Permitted Investments. 


        "HOLDER"
or "SECURITYHOLDER" means the Person in whose name a Security is registered on the Securities Register. 


        "INCUR"
means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or become liable in
respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or obligation on the balance sheet of such Person (and
"INCURRENCE", "INCURRED" and "INCURRING" shall have meanings correlative to the foregoing); PROVIDED, HOWEVER, that (a) change in GAAP that results in an obligation of such Person that exists
at such time, and is not theretofore classified as Indebtedness, becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness. For purposes of this definition, Indebtedness of the
Company held by a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary held by another Restricted
Subsidiary shall be deemed to be Incurred by the issuer of such Indebtedness in the event the Restricted Subsidiary holding such Indebtedness ceases to be a Restricted Subsidiary or in the event such
Indebtedness is transferred to a Person other than the Company or a Restricted Subsidiary. For purposes of this definition, any non-interest bearing or other Indebtedness shall be deemed
to have been Incurred (in an amount equal to its aggregate principal amount at its Stated Maturity) only on the date of original issue thereof. 


        "INDEBTEDNESS"
means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, and whether or not contingent,
(a) any obligation of such Person for borrowed money, (b) any obligation of such Person evidenced by bonds, debentures, notes, Guarantees or other similar instruments, including any such
obligations Incurred in connection with the acquisition of Property, assets or businesses, (c) any reimbursement obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (d) any obligation of such Person issued or assumed as the deferred purchase price of Property or services (other than
Trade Accounts Payable), (e) any Capital Lease Obligation of such Person, (f) the maximum fixed redemption or repurchase price of Redeemable Stock of such Person at the time of
determination, (g) any payment obligation of such Person under Exchange Rate Contracts, Interest Rate Protection Agreements, Oil and Gas Hedging Contracts or under any similar agreements or
instruments, (h) any obligation to pay rent or other payment amounts of such Person with respect to any Sale and Leaseback Transaction to which such Person is a party and (i) any
obligation of the type referred to in clauses (a) through (h) of this paragraph of another Person and all dividends of another Person the payment of which, in either case, such Person
has Guaranteed or is responsible or liable, directly or indirectly, as obligor, Guarantor or otherwise; PROVIDED, 


8





 




HOWEVER, that Indebtedness shall not include Production Payments and Reserve Sales. For purposes of this definition, the maximum fixed repurchase price of any Redeemable Stock that does not have a
fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Stock as if such Redeemable Stock were repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture; PROVIDED, HOWEVER, that if such Redeemable Stock is not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Stock.
The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability at such date in respect
of any contingent obligations described above. 


        "INDENTURE"
means this Indenture as amended or supplemented from time to time. 


        "INITIAL
SECURITIES" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "INTEREST
RATE PROTECTION AGREEMENT" means, with respect to any Person, any interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement or other financial
agreement or arrangement entered into by such Person in the ordinary course of its business for the purpose of limiting or managing interest rate risks to which such Person is subject. 


        "INVESTMENT"
means, with respect to any Person (a) any amount paid by such Person, directly or indirectly, to any other Person for Capital Stock or other Property of, or as a
capital contribution to, any other Person or (b) any direct or indirect loan or advance to any other Person (other than accounts receivable of such Person arising in the ordinary course of
business); PROVIDED, HOWEVER, that Investments shall not include (i) in the case of clause (a) as used in the definition of "Restricted Payments" only, any such amount paid through the
issuance of Capital Stock of the Company and (ii) in the case of clause (a) or (b), extensions of trade credit on commercially reasonable terms in accordance with normal trade practices
and any increase in the equity ownership in any Person resulting from retained earnings of such Person. 


        "INVESTMENT
GRADE RATING" means "BBB-" or above, in the case of S&P (or its equivalent under any successor rating categories of S&P), "Baa3" or above, in the case of Moody's
(or its equivalent under any successor rating categories of Moody's) and the equivalent in respect of the rating categories of any Rating Agencies substituted for S&P or Moody's. 



        "ISSUE
DATE" means the date on which the Initial Securities were issued under this Indenture. 


        "LIEN"
means, with respect to any Property, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or other), charge,
easement, encumbrance, preference, priority or other security or similar agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any
conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). For purposes of  Section 4.10, a Capital Lease Obligation shall be deemed
to be secured by a Lien on the property being leased. 



        "LIQUID
SECURITIES" means securities (a) of an issuer that is not an Affiliate of the Company, (b) that are publicly traded on the New York Stock Exchange, the American
Stock Exchange, the Toronto Stock Exchange or the Nasdaq National Market and (c) as to which the Company or the Restricted Subsidiary holding such securities is not subject to any restrictions
on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement
under the Securities Act covering the resale thereof is in effect for as long as the securities are held; PROVIDED that securities meeting the requirements of clauses (a), (b) and
(c) above shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (i) the date on which such securities are sold or exchanged for cash
or Permitted Short Term Investments and (ii) 180 days 


9





 




following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Permitted Short-Term Investments within 180 days of receipt thereof, for
purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with  Section 4.06, such securities shall be deemed
not to have been Liquid Securities at any time. 


        "MOODY'S"
means Moody's Investors Service, Inc. 


        "NET
AVAILABLE CASH" from an Asset Sale means cash proceeds received therefrom (including (a) any cash proceeds received by way of deferred payment of principal pursuant to a note
or installment receivable or otherwise, but only as and when received and (b) the Fair Market Value of Liquid Securities and Permitted Short-Term Investments, and excluding
(i) any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the Property that is the subject of such Asset Sale and
(ii) except to the extent subsequently converted to cash, Liquid Securities or Permitted Short-Term Investments within 240 days after such Asset Sale, consideration
constituting Exchanged Properties or consideration other than as identified in the immediately preceding clauses (a) and (b)), in each case net of (A) all legal, title and recording
expenses, commissions and other fees and expenses incurred, and all federal, state, foreign and local taxes required to be paid or accrued as a liability under GAAP as a consequence of such Asset
Sale, (B) all payments made on any Indebtedness (but specifically excluding Indebtedness of the Company and its Restricted Subsidiaries assumed in connection with or in anticipation of such
Asset Sale) which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent
to such Asset Sale or by applicable law, be repaid out of the proceeds from such Asset Sale; PROVIDED that such payments are made in a manner that results in the permanent reduction in the balance of
such Indebtedness and, if applicable, a permanent reduction in any outstanding commitment for future incurrences of Indebtedness thereunder, (C) all distributions and other payments required to
be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale and (D) the deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale; PROVIDED,
HOWEVER, that if any consideration for an Asset Sale (which would otherwise constitute Net Available Cash) is required to be held in escrow pending determination of whether a purchase price adjustment
will be made, such consideration (or any portion thereof) shall become Net Available Cash only at such time as it is released to the Company or any Restricted Subsidiary from escrow. 


        "NET
WORKING CAPITAL" means (a) all current assets of the Company and its Restricted Subsidiaries, less (b) all current liabilities of the Company and its
Restricted Subsidiaries, except current liabilities included in Indebtedness, in each case as set forth in consolidated financial statements of the Company prepared in accordance with GAAP. 



        "NON-RECOURSE
PURCHASE MONEY INDEBTEDNESS" means Indebtedness (other than Capital Lease Obligations) of the Company or any Restricted Subsidiary Incurred in connection with
the acquisition by the Company or such Restricted Subsidiary in the ordinary course of business of fixed assets used in the Oil and Gas Business (including office buildings and other real property
used by the Company or such Restricted Subsidiary in conducting its operations) with respect to which (a) the holders of such Indebtedness agree that they will look solely to the fixed assets
so acquired which secure such Indebtedness, and neither the Company nor any Restricted Subsidiary (i) is directly or indirectly liable for such Indebtedness or (ii) provides credit
support, including any undertaking, Guarantee, agreement or instrument that would constitute Indebtedness (other than the grant of a Lien on such acquired fixed assets), and (b) no default or
event of default with respect to such Indebtedness
would cause, or permit (after notice or passage of time or otherwise), any holder of any other Indebtedness of the Company or a Restricted Subsidiary to declare a default or event of default on 


10





 




such other Indebtedness or cause the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior to any scheduled principal
payment, scheduled sinking fund payment or maturity. 


        "NOTE
REGISTER" means the register of Securities, maintained by the Trustee, pursuant to Section 2.03. 


        "OFFICER"
means the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer or the Treasurer or the Secretary of the Company. 



        "OFFICERS'
CERTIFICATE" means a certificate signed by two Officers at least one of whom shall be the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or the
Treasurer of the Company. 


        "OIL
AND GAS BUSINESS" means the business of exploiting, exploring for, developing, acquiring, operating, producing, processing, gathering, marketing, storing, selling, hedging,
treating, swapping, refining and transporting hydrocarbons and other related energy businesses. 


        "OIL
AND GAS HEDGING CONTRACT" means, with respect to any Person, any agreement or arrangement, or any combination thereof, relating to oil and gas or other hydrocarbon prices,
transportation or basis costs or differentials or other similar financial factors, that is customary in the Oil and Gas Business and is entered into by such Person in the ordinary course of its
business for the purpose of limiting or managing risks associated with fluctuations in such prices, costs, differentials or similar factors. 


        "OIL
AND GAS LIENS" means (a) Liens on any specific property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred
for surveying, exploration, drilling, extraction, development, operation, production, construction, alteration, repair or improvement of, in, under or on such property and the plugging and abandonment
of wells located thereon (it being understood that, in the case of oil and gas producing properties, or any interest therein, costs incurred for "development" shall include costs incurred for all
facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or interests); (b) Liens on
an oil or gas producing property to secure obligations Incurred or guarantees of obligations Incurred in connection with or necessarily incidental to commitments for the purchase or sale of, or the
transportation or distribution of, the products derived from such property; (c) Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, net profits
agreements, production payment agreements, royalty trust
agreements, incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or
a Restricted Subsidiary, master limited partnership agreements, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange,
transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements,
production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal
agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business; PROVIDED, HOWEVER, in all instances that such Liens are limited to the
assets that are the subject of the relevant agreement, program, order or contract; (d) Liens arising in connection with Production Payments and Reserve Sales; and (e) Liens on pipelines
or pipeline facilities that arise by operation of law. 


        "OPINION
OF COUNSEL" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 


11









  





        "PARI PASSU INDEBTEDNESS" means any Indebtedness of the Company or a Subsidiary Guarantor that is PARI PASSU in right of payment to the Securities or a Subsidiary Guarantee, as
applicable. 


        "PARI
PASSU OFFER" means an offer by the Company or a Subsidiary Guarantor to purchase all or a portion of Pari Passu Indebtedness to the extent required by the indenture or other
agreement or instrument pursuant to which such Pari Passu Indebtedness was issued. 


        "PERMITTED
BUSINESS INVESTMENTS" means Investments and expenditures made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business as
a means of actively engaging therein through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership
or satisfy other objectives customarily achieved through the conduct of Oil and Gas Business jointly with third parties, including (a) ownership interests in oil and gas properties or
gathering, transportation, processing, storage or related systems and (b) Investments and expenditures in the form of or pursuant to operating agreements, processing agreements,
farm-in agreements, farm-out agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling arrangements, joint bidding agreements,
service contracts, joint venture agreements, partnership agreements (whether general or limited), and other similar agreements (including for limited liability companies) with third parties, excluding
however, Investments in corporations other than Restricted Subsidiaries. 


        "PERMITTED
HEDGING AGREEMENTS" means (a) Exchange Rate Contracts and Oil and Gas Hedging Contracts and (b) Interest Rate Protection Agreements but only to the extent that
the stated aggregate notional amount thereunder does not exceed 100% of the aggregate principal amount of the Indebtedness of the Company or a Restricted Subsidiary covered by such Interest Rate
Protection Agreements at the time such agreements were entered into. 


        "PERMITTED
INDEBTEDNESS" means any and all of the following: (i) Indebtedness arising under this Indenture with respect to the Initial Securities and any Subsidiary Guarantees
relating thereto; (ii) Indebtedness under Bank Credit Facilities; PROVIDED that the aggregate principal amount of all Indebtedness under Bank Credit Facilities, together with all Indebtedness
Incurred pursuant to clause (x) of this paragraph in respect of Indebtedness previously Incurred under Bank Credit Facilities, at any one time outstanding does not exceed the greater of
(a) $600,000,000, which amount shall be permanently reduced by the amount of Net Available Cash from Asset Sales used to permanently repay Indebtedness under Bank Credit Facilities and not
subsequently reinvested in Additional Assets or used to permanently reduce other Indebtedness to the extent permitted pursuant to Section 4.06  and (b) an
amount equal to the sum of (1) $150,000,000 and (2) 25% of Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness;
(iii) Indebtedness to the Company or any Restricted Subsidiary by any of its Restricted Subsidiaries or Indebtedness of the Company to any of its Restricted Subsidiaries (but only so long as
such Indebtedness is held by the Company or a Restricted Subsidiary); (iv) Indebtedness in respect of bid, performance, reimbursement or surety obligations issued by or for the account of the
Company or any Restricted Subsidiary in the ordinary course of business, including Guarantees and letters of credit functioning as or supporting such bid, performance, reimbursement or surety
obligations (in each case other than for an obligation for money borrowed); (v) Indebtedness under Permitted Hedging Agreements; (vi) in-kind obligations relating to oil or
gas balancing positions arising in the ordinary course of business; (vii) Indebtedness outstanding on the Issue Date not otherwise permitted in clauses (i) through (vi) above;
(viii) Non-recourse Purchase Money Indebtedness; (ix) Indebtedness not otherwise permitted to be Incurred pursuant to this paragraph (excluding any Indebtedness Incurred
pursuant to clause (a) of the immediately preceding paragraph); PROVIDED that the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (ix), together with all
Indebtedness Incurred pursuant to clause (x) of this paragraph in respect of Indebtedness previously 


12





 




Incurred pursuant to this clause (ix), at any one time outstanding does not exceed $75,000,000; (x) Indebtedness Incurred in exchange for, or the proceeds of which are used to
refinance, (a) Indebtedness referred to in clauses (i), (ii), (vii), (viii) and (ix) of this paragraph (including Indebtedness previously Incurred pursuant to this
clause (x)) and (b) Indebtedness Incurred pursuant to clause (a) of the immediately preceding paragraph; PROVIDED that, in the case of each of the foregoing clauses (a) and
(b), such Indebtedness is Permitted Refinancing Indebtedness and; (xi) Indebtedness consisting of obligations in respect of purchase price adjustments, indemnities or Guarantees of the same or
similar matters in connection with the acquisition or disposition of Property. For purposes of determining compliance with Section 4.03: in the
event that an item of Indebtedness (including Indebtedness Incurred by the Company to banks or other lenders) could be Incurred pursuant to more than one of the clauses in this paragraph, the Company,
in its sole discretion, will classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in (and to have Incurred such Indebtedness pursuant to) one of
the clauses in this paragraph; and an item of Indebtedness (including Indebtedness Incurred by the Company to banks or other lenders) may for this purpose be divided into more than one of the types of
Indebtedness described in this paragraph. 


        "PERMITTED
INVESTMENTS" means any and all of the following: (a) Permitted Short-Term Investments; (b) Investments in property, plant and equipment used in the
ordinary course of business and Permitted Business Investments; (c) Investments by any Restricted Subsidiary in the Company; (d) Investments by the Company or any Restricted Subsidiary
in any Restricted Subsidiary; (e) Investments by the Company or any Restricted Subsidiary in (i) any Person that will, upon the making of such Investment, become a Restricted Subsidiary
or (ii) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a
Restricted Subsidiary; (f) Investments in the form of securities received from Asset Sales; PROVIDED that such Asset Sales are made in compliance with  Section 4.06; (g) Investments in
negotiable instruments held for collection; lease, utility and other similar deposits; and stock,
obligations or other securities received in settlement of debts (including under any bankruptcy or other similar proceeding) owing to the Company or any of its Restricted Subsidiaries as a result of
foreclosure, perfection or enforcement of any Liens or Indebtedness, in each of the foregoing cases in the ordinary course of business of the Company or such Restricted Subsidiary;
(h) relocation allowances for, and advances and loans to, officers, directors and employees of the Company or any of its Restricted Subsidiaries; PROVIDED such items do not exceed in the
aggregate
$10,000,000 at any one time outstanding; (i) Investments intended to promote the Company's strategic objectives in the Oil and Gas Business in an aggregate amount not to exceed 10% of the
Adjusted Consolidated Net Tangible Assets (determined as of the date of the making of any such Investment) at any one time outstanding (which Investments shall be deemed to be no longer outstanding
only upon the return of capital thereof); (j) Investments made for the purpose of acquiring gas marketing contracts in an aggregate amount not to exceed $25,000,000 at any one time outstanding;
(k) Investments made pursuant to Permitted Hedging Agreements of the Company and the Restricted Subsidiaries; and (l) Investments pursuant to any agreement or obligation of the Company
or any of its Restricted Subsidiaries as in effect on the Issue Date (other than Investments described in clauses (a) through (k) above). 


        "PERMITTED
LIENS" means any and all of the following: (a) Liens existing as of the Issue Date; PROVIDED, HOWEVER, that in the event all the conditions described under  Section 4.15 shall have been
satisfied and the Company and its Restricted Subsidiaries shall no longer be subject to the provisions of this
Indenture terminated in accordance with such provision, liens securing Indebtedness under the Bank Credit Facilities shall no longer be deemed to be Permitted Liens by reason of this
clause (a); (b) Liens securing the Initial Securities, any Subsidiary Guarantees and other obligations arising under this Indenture; (c) any Lien existing on any Property of a
Person at the time such Person is merged or consolidated with or into the Company or a Restricted Subsidiary or becomes a Restricted 


13





 




Subsidiary (and not incurred in anticipation of or in connection with such transaction); PROVIDED that such Liens are not extended to other Property of the Company or its Restricted Subsidiaries;
(d) any Lien existing on any Property at the time of the acquisition thereof (and not incurred in anticipation of or in connection with such transaction); PROVIDED that such Liens are not
extended to other Property of the Company or its Restricted Subsidiaries; (e) any Lien incurred in the ordinary course of business incidental to the conduct of the business of the Company or
the Restricted Subsidiaries or the ownership of their Property (including (i) easements, rights of way and similar encumbrances, (ii) rights or title of lessors under leases (other than
Capital Lease Obligations), (iii) rights of collecting banks having rights of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or the Restricted
Subsidiaries on deposit with or in the possession of such banks, (iv) Liens imposed by law, including Liens under workers' compensation or similar legislation and mechanics', carriers',
warehousemen's, materialmen's, suppliers' and vendors' Liens, (v) Liens incurred to secure performance of obligations with respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice and (vi) Oil and Gas Liens, in each
case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property (other than Trade Accounts
Payable); (f) Liens for taxes, assessments and governmental charges not yet due or the validity of which are being contested in good faith by appropriate proceedings, promptly instituted and
diligently conducted, and for which adequate reserves have been established to the extent required by GAAP as in effect at such time; (g) Liens incurred to secure appeal bonds and judgment and
attachment Liens, in each case in connection with litigation or legal proceedings that are being contested in good faith by appropriate proceedings so long as reserves have been established to the
extent required by GAAP as in effect at such time and so long as such Liens do not encumber assets by an aggregate amount (together with the amount of any unstayed judgments against the Company or any
Restricted Subsidiary but excluding any such Liens to the extent securing insured or indemnified judgments or orders) in excess of $25,000,000; (h) Liens securing Permitted Hedging Agreements
of the Company and its Restricted Subsidiaries; (i) Liens securing purchase money Indebtedness or Capital Lease Obligations; PROVIDED that such Liens attach only to the Property acquired with
the proceeds of such purchase money Indebtedness or the Property which is the subject of such Capital Lease Obligations; (j) Liens securing Non-recourse
Purchase Money Indebtedness granted in connection with the acquisition by the Company or any Restricted Subsidiary in the ordinary course of business of fixed assets used in the Oil and Gas Business
(including office buildings and other real property used by the Company or such Restricted Subsidiary in conducting its operations); PROVIDED that (i) such Liens attach only to the fixed assets
acquired with the proceeds of such Non-recourse Purchase Money Indebtedness and (b) such Non-recourse Purchase Money Indebtedness is not in excess of the purchase price
of such fixed assets; (k) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of decreasing or legally defeasing Indebtedness of the Company or any
Restricted Subsidiary so long as such deposit of funds is permitted under Section 4.04; (l) Liens resulting from a pledge of Capital Stock
of a Person that is not a Restricted Subsidiary to secure obligations of such Person and any refinancings thereof; (m) Liens to secure any permitted extension, renewal, refinancing, refunding
or exchange (or successive extensions, renewals, refinancings, refundings or exchanges) in whole or in part, of or for any Indebtedness secured by Liens referred to in clauses (a), (b), (c), (d),
(i) and (j) above; PROVIDED, HOWEVER, that (i) such new Lien shall be limited to all or part of the same Property (including future improvements thereon and accessions thereto)
subject to the original Lien and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or,
if greater, the committed amount of the Indebtedness secured by such original Lien immediately prior to such extension, renewal, refinancing, refunding or exchange and (B) an amount necessary
to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; (n) Liens in favor of the Company or a Restricted Subsidiary; and
(o) Liens not otherwise permitted by clauses (a) through (n) above incurred 


14





 


in the ordinary course of business of the Company and its Restricted Subsidiaries and encumbering Property having an aggregate Fair Market Value not in excess of $10,000,000 at any one time.
Notwithstanding anything in this paragraph to the contrary, the term "Permitted Liens" shall not include Liens resulting from the creation, incurrence, issuance, assumption or Guarantee of any
Production Payments and Reserve Sales other than (i) any such Liens existing as of the Issue Date, (ii) Production Payments and Reserve Sales in connection with the acquisition of any
Property after the Issue Date; PROVIDED that any such Lien created in connection therewith is created, incurred, issued, assumed or Guaranteed in connection with the financing of, and within
60 days after the acquisition of, such Property (iii) Production Payments and Reserve Sales, other than those described in clauses (i) and (ii) of this sentence, to the
extent such Production Payments and Reserve Sales constitute Asset Sales made pursuant to and in compliance with Section 4.06 and
(iv) incentive compensation programs for geologists, geophysicists and other providers of technical services to the Company and any Restricted Subsidiary; PROVIDED, HOWEVER, that, in the case
of the immediately foregoing clauses (i), (ii), (iii) and (iv), any Lien created in connection with any such Production Payments and Reserve Sales shall be limited to the Property that is the
subject of such Production Payments and Reserve Sales. 


        "PERMITTED
REFINANCING INDEBTEDNESS" means Indebtedness ("new Indebtedness") Incurred in exchange for, or proceeds of which are used to
refinance, other Indebtedness ("old Indebtedness"); PROVIDED, HOWEVER, that (a) such new Indebtedness is in an aggregate principal amount not in
excess of the sum of (i) the aggregate principal amount then outstanding of the old Indebtedness (or, if such old Indebtedness provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration thereof, such lesser amount as of the date of determination), and (ii) an amount necessary to pay any fees and expenses, including
premiums, related to such exchange or refinancing, (b) such new Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the old Indebtedness, (c) such new Indebtedness
has an Average Life at the time such new Indebtedness is Incurred that is equal to or greater than the Average Life of the old Indebtedness at such time, (d) such new Indebtedness is
subordinated in right of payment to the
Securities (or, if applicable, the relevant Subsidiary Guarantee) to at least the same extent, if any, as the old Indebtedness, (e) if such old Indebtedness is Non-recourse Purchase
Money Indebtedness or Indebtedness that refinanced Non-recourse Purchase Money Indebtedness, such new Indebtedness satisfies clauses (a) and (b) of the definition of
"Non-recourse Purchase Money Indebtedness" and (f) such new Indebtedness is not incurred by a Restricted Subsidiary which thereafter will not be a Subsidiary Guarantor to refinance
old Indebtedness of the Company or a Subsidiary Guarantor. 


        "PERMITTED
SHORT-TERM INVESTMENTS" means (a) Investments in Government Obligations maturing within one year of the date of acquisition thereof; (b) Investments
in demand accounts, time deposit accounts, certificates of deposit, bankers' acceptances and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust
company which is organized under the laws of the United States of America or any State thereof or the District of Columbia or Canada or any Province thereof that is a member of the Federal Reserve
System or comparable Canadian system and has capital, surplus and undivided profits aggregating in excess of $500,000,000 and whose long-term Indebtedness is rated "A" (or such similar
equivalent rating), or higher, according to Moody's or Dominion Bond Rating Service Limited or Canadian Bond Rating Service, Inc.; (c) Investments in deposits available for withdrawal on
demand with any commercial bank that is organized under the laws of any country in which the Company or any Restricted Subsidiary maintains an office or is engaged in the Oil and Gas Business;
PROVIDED that (i) all such deposits have been made in such accounts in the ordinary course of business and (ii) such deposits do not at any one time exceed $20,000,000 in the aggregate,
(d) repurchase and reverse repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) entered into with a bank meeting
the qualifications described in clause (b), (e) Investments in commercial paper or notes, maturing not more than one year after the date of acquisition, issued by a 


15





 




corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any State thereof or the District of Columbia, or Canada or any
Province thereof, with a short-term rating at the time as of which any Investment therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P or "R-1" (or higher) by Dominion Bond Rating Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian issuer) or a long-term
rating at the time as of which any Investment therein is made of "A3" (or higher) according to Moody's or "A-" (or higher) according to S&P or such similar equivalent rating (or higher) by
Dominion Bond Rating Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian issuer), (f) Investments in any money market mutual fund having assets in excess of
$250,000,000 all of which consist of other obligations of the types described in clauses (a), (b), (d) and (e) hereof and (g) Investments in asset-backed securities maturing
within one year of the date of acquisition thereof with a long-term rating at the time as of which any Investment therein is made of "A3" (or higher) according to Moody's or
"A-1" (or higher) according to S&P or such similar equivalent rating (or higher) by Dominion Bond Rating Service Limited or Canadian Bond Rating Service, Inc. (in the case of a
Canadian issuer). 


        "PERSON"
means any individual, corporation, partnership, joint venture, limited liability company, unlimited liability company, trust, estate, unincorporated organization or government
or any agency or political subdivision thereof. 


        "PREFERRED
STOCK" of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution
of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person; PROVIDED, HOWEVER, that "Preferred
Stock" shall not include Redeemable Stock. 


        "PRINCIPAL"
of any Indebtedness (including the Securities) means the principal amount of such Indebtedness plus any premium on such Indebtedness. 


        "PRIVATE
EXCHANGE SECURITIES" shall have the meaning set forth in the Exchange and Registration Rights Agreement or a similar agreement relating to Additional Securities. 


        "PRODUCTION
PAYMENTS AND RESERVE SALES" means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest,
production payment (whether volumetric or dollar denominated), partnership or other interest in oil and gas properties, reserves or the right to receive all or a portion of the production or the
proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of
the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation
of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation
programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services to the Company or a Restricted Subsidiary. 



        "PROPERTY"
means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock and other securities issued by any other Person (but excluding Capital Stock or other securities issued by such first mentioned Person). 


        "QIB"
means any "qualified institutional buyer" (as defined in Rule 144A under the Securities Act). 


        "RATING
AGENCIES" means (a) S&P and Moody's or (b) if S&P or Moody's or both of them are not making ratings of the Securities publicly available, a nationally recognized
U.S. rating agency or 


16





 




agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody's or both, as the case may be. 


        "REDEEMABLE
STOCK" of any Person means any equity security of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable), or otherwise (including on the happening of an event), is or could become required to be redeemed for cash or other Property or is or could become redeemable for cash or other Property
at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Stated Maturity of the Securities; or is or could become exchangeable at the option of the holder
thereof for Indebtedness at any time in whole or in part, on or prior to the first anniversary of the Stated Maturity of the Securities; PROVIDED, HOWEVER, that Redeemable Stock shall not include any
security by virtue of the fact that it may be exchanged or converted at the option of the holder for Capital Stock of the Company having no preference as to dividends or liquidation over any other
Capital Stock of the Company. 


        "RESTRICTED
PAYMENT" means (a) a dividend or other distribution declared or paid on the Capital Stock or Redeemable Stock of the Company or to the Company's shareholders (other
than dividends, distributions or payments made solely in Capital Stock of the Company or in options, warrants or other rights to purchase or acquire Capital Stock), or declared and paid to any Person
other than the Company or any of its Restricted Subsidiaries (and, if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata
basis) on the Capital Stock or Redeemable Stock of any Restricted Subsidiary, (b) a payment made by the Company or any of its Restricted Subsidiaries (other than to the Company or any
Restricted Subsidiary) to purchase, redeem, acquire or retire any Capital Stock or Redeemable Stock, or any options, warrants or other rights to acquire Capital Stock or Redeemable Stock, of the
Company or of a Restricted Subsidiary, (c) a payment made by the Company or any of its Restricted Subsidiaries to redeem, repurchase, legally defease or otherwise acquire or retire for value
(including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or scheduled mandatory redemption, any Subordinated Indebtedness, PROVIDED that this
clause (c) shall not include any such payment with respect to (i) any such Subordinated Indebtedness to the extent of Excess Proceeds remaining after compliance with  Section 4.06 and to
the extent required by the indenture or other agreement or instrument pursuant to which such Subordinated Indebtedness was
issued or (ii) the purchase, repurchase or other acquisition of any such Subordinated Indebtedness purchased in anticipation of satisfying a scheduled maturity, scheduled sinking fund or
scheduled mandatory redemption, in each case due within one year of the date of acquisition, or (d) an Investment (other than a Permitted Investment) by the Company or a Restricted Subsidiary
in any Person. 


        "RESTRICTED
PERIOD" means the 40 consecutive days beginning on and including the later of (A) the day on which the Initial Securities are offered to persons other than
distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date. 


        "RESTRICTED
SECURITIES LEGEND" means the Private Placement Legend set forth in clause (A) of Section 2.01(c) or the
Regulation S Legend set forth in clause (B) of Section 2.01(c), as applicable. 



        "RESTRICTED
SUBSIDIARY" means any Subsidiary of the Company that has not been designated an Unrestricted Subsidiary pursuant to  Section 4.15. 


        "S&P"
means Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc., and its successors. 


        "SALE
AND LEASEBACK TRANSACTION" means, with respect to any Person, any direct or indirect arrangement (excluding, however, any such arrangement between such Person and a Wholly 


17





 




Owned Subsidiary of such Person or between one or more Wholly Owned Subsidiaries of such Person) pursuant to which Property is sold or transferred by such Person or a Restricted Subsidiary of such
Person and is thereafter leased back from the purchaser or transferee thereof by such Person or one of its Restricted Subsidiaries. 


        "SEC"
means the Securities and Exchange Commission. 


        "SECURITIES"
means the collective reference to the Initial Securities, Additional Securities, Exchange Securities and Private Exchange Securities. 


        "SECURITIES
ACT" means the Securities Act of 1933, as amended. 


        "SECURITIES
CUSTODIAN" means the custodian with respect to the Global Security (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee. 


        "SENIOR
INDEBTEDNESS OF THE COMPANY" means the obligations of the Company with respect to Indebtedness of the Company, whether outstanding on the date hereof or thereafter created,
Incurred or assumed, and any renewal, refunding, refinancing, replacement or extension thereof, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities; PROVIDED, HOWEVER, that Senior Indebtedness of the
Company shall not include (a) Indebtedness of the Company to a Subsidiary of the Company, (b) amounts owed for goods, materials or services purchased in the ordinary course of business,
(c) Indebtedness Incurred in violation of this Indenture, (d) amounts payable or any other Indebtedness to employees of the Company or any Subsidiary of the Company, (e) any
liability for federal, state, local or other taxes owed or owing by the Company, (f) any Indebtedness of the Company that, when Incurred and without regard to any election under
Section 1111(b) of the United States Bankruptcy Code, was without recourse to the Company, (g) Subordinated Indebtedness of the Company, (h) Indebtedness of the Company that is
represented by Redeemable Stock and (i) in-kind obligations relating to net oil and gas balancing positions. 


        "SENIOR
INDEBTEDNESS OF ANY SUBSIDIARY GUARANTOR" has a correlative meaning; PROVIDED that clause (a) above shall be deemed to refer to Indebtedness of any Subsidiary Guarantor to
the Company or any Subsidiary of the Company. 


        "SIGNIFICANT
SUBSIDIARY" means, at any date of determination, any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the SEC. 


        "STATED
MATURITY", when used with respect to any security or any installment of principal thereof or interest thereon, means the date specified in such security as the fixed date on
which the principal of such security or such installment of principal or interest is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). 



        "SUBORDINATED
INDEBTEDNESS" means Indebtedness of the Company or a Subsidiary Guarantor that is subordinated or junior in right of payment to the Securities or the relevant Subsidiary
Guarantee, as applicable, pursuant to a written agreement to that effect. 


        "SUBSIDIARY"
of a Person means (a) another Person which is a corporation a majority of whose Voting Stock is at the time, directly or indirectly, owned or controlled by
(i) the first Person, (ii) the first Person and one or more of its Subsidiaries or (iii) one or more of the first Person's Subsidiaries or (b) another Person which is not a
corporation (x) at least 50% of the ownership interest of which and (y) the power to elect or direct the election of a majority of the directors or other governing body of which are
controlled by Persons referred to in clause (i), (ii) or (iii) above. 


18





 



        "SUBSIDIARY
GUARANTOR" means, unless released from its Subsidiary Guarantee as permitted by this Indenture, any Restricted Subsidiary that becomes a Guarantor of the Securities in
compliance with the provisions of this Indenture and executes a supplemental indenture agreeing to be bound by the terms of this Indenture, until a successor replaces such Restricted Subsidiary
pursuant to the applicable provisions hereof and, thereafter, means the successor. 


        "SUBSIDIARY
GUARANTEE" means an unconditional, unsecured senior Guarantee of Securities given by any Restricted Subsidiary pursuant to the terms of this Indenture. 


        "TIA"
means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture except as required by  Section 9.03 hereof; PROVIDED that in the event the Trust
Indenture Act of 1939 is amended after such date, "TRUST INDENTURE ACT" means, to the
extent required by any such amendment, the Trust Indenture Act of 1939, as so amended. 


        "TRADE
ACCOUNTS PAYABLE" means accounts payable or other obligations of the Company or any Restricted Subsidiary to trade creditors created or assumed by the Company or such Restricted
Subsidiary in the ordinary course of business in connection with the obtaining of goods or services. 


        "TRUSTEE"
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "TRUST
OFFICER" means any officer in the Corporate Trust Division of the Trustee or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters. 


        "UNIFORM
COMMERCIAL CODE" means the New York Uniform Commercial Code as in effect from time to time. 


        "UNRESTRICTED
SUBSIDIARY" means (a) and each Subsidiary of the Company that the Company has designated pursuant to Section 4.15  as an Unrestricted Subsidiary; and (b) any Subsidiary of an Unrestricted
Subsidiary. 


        "VOLUMETRIC
PRODUCTION PAYMENTS" means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection
therewith. 


        "VOTING
STOCK" of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person
whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. 


        "WHOLLY
OWNED SUBSIDIARY" means, at any time, a Restricted Subsidiary of the Company all the Voting Stock of which (other than directors' qualifying shares) is at such time owned,
directly or indirectly, by the Company and its other Wholly Owned Subsidiaries. 


19





 



        SECTION
1.02. OTHER DEFINITIONS. 



	Term
 
	 	Defined in Section
	 
	"Authenticating Agent"	 	2.02	 
	"Bankruptcy Law"	 	6.01	 
	"Change of Control Offer"	 	4.09	 
	"Change of Control Payment"	 	4.09	 
	"Change of Control Payment Date"	 	4.09	 
	"Claiming Guarantor"	 	10.02	 
	"Company Order"	 	2.02	 
	"Contributing Party"	 	10.02	 
	"covenant defeasance option"	 	8.01(b	)
	"Custodian"	 	6.01	 
	"Event of Default"	 	6.01	 
	"Excess Proceeds"	 	4.06	 
	"Exchange Global Note"	 	2.01(a	)
	"Global Securities"	 	2.01(a	)
	"Global Security"	 	2.01(a	)
	"IAI"	 	2.01(a	)
	"Institutional Accredited Investor Global Note"	 	2.01(a	)
	"legal defeasance option"	 	8.01(b	)
	"Legal Holiday"	 	11.08	 
	"Obligations"	 	10.01	 
	"Offer Amount"	 	4.06	 
	"Offer Period"	 	4.06	 
	"pay its Subsidiary Guarantee"	 	12.03	 
	"pay the Securities"	 	10.03	 
	"Paying Agent"	 	2.03	 
	"Permitted Consideration"	 	4.06	 
	"Prepayment Offer"	 	4.06	 
	"Prepayment Offer Notice"	 	4.06	 
	"Private Placement Legend"	 	2.01(c	)
	"Purchase Date"	 	4.06	 
	"Registrar"	 	2.04	 
	"Registration Default"	 	Exhibit A	 
	"Regulation S"	 	2.01(a	)
	"Regulation S Global Note"	 	2.01(a	)
	"Regulation S Legend"	 	2.01(c	)
	"Resale Restriction Termination Date"	 	2.06	 
	"Rule 144A"	 	2.01(a	)
	"Rule 144A Global Note"	 	2.01(a	)
	"Successor Company"	 	5.01	 






        SECTION
1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 


This
Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 


        "Commission"
means the SEC. 


        "indenture
securities" means the Securities. 



        "indenture
security holder" means a Securityholder. 


20





 



        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company, each Subsidiary Guarantor and any other obligor on the indenture securities. 



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


        SECTION
1.04. RULES OF CONSTRUCTION. Unless the context otherwise requires: 



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


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



        (c)  "or"
is not exclusive; 


        (d)  "including"
means including without limitation; 


        (e)  words
in the singular include the plural and words in the plural include the singular; 


        (f)    unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 



        (g)  the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of
the issuer dated such date prepared in accordance with GAAP; and 


        (h)  the
principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock. 



 
 

ARTICLE II
  
    THE SECURITIES    
  


        SECTION 2.01. FORM, DATING AND TERMS. (a) The Initial Securities and the Additional Securities shall be in substantially the form set forth in  Exhibit A
hereto, which is hereby incorporated by reference and made a part of this Indenture, and the Exchange Securities shall be in
substantially the form set forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture. The Initial
Securities will be resold initially only to (A) QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A") and
(B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on
Regulation S. Such Initial Securities may thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and "institutional accredited investors" (as defined in
Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with the procedure described
herein. 


        Initial
Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent
global Security, without interest coupons, made a part of this Indenture, including appropriate legends as set forth in Section 2.01(c) (a
"Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. A Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or
its nominee, as hereinafter provided. 


21









   
        Initial Securities and Additional Securities offered, sold and resold outside the United States of America to Persons other than U.S. Persons in reliance on Regulation S will be
issued initially in the form of a permanent global Security, including appropriate legends as set forth in 2.01(c) below (a "Regulation S Global
Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Regulation S Global
Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of
a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


        Initial
Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S
to IAIs in the United States of America in accordance with the procedure described herein will be initially issued in the form of a permanent global Security (an "Institutional
Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. An
Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided. 


        Exchange
Securities exchanged for interests in a Rule 144A Global Note, a Regulation S Global Note or an Institutional Accredited Investor Global Note will be issued
initially in the form of a permanent global Security, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.01(c)  (an "Exchange Global Note"). An Exchange Global Note may be represented by more than one certificate, if so required by DTC's
rules regarding the maximum principal amount to be represented by a single certificate. 


        The
Rule 144A Global Notes, the Regulation S Global Notes, the Institutional Accredited Investor Global Notes and the Exchange Global Notes are sometimes collectively
herein referred to as the "Global Securities." 



        Except
as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company
maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to  Section 2.03; provided, however, that, at the
option of the
Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire
transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made
by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and
interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than
15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


        The
Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage, in addition to those set forth on Exhibits A and B and in Section 2.01(c) PROVIDED that any such
notation, legend or endorsement is in a form reasonably 


22





 




acceptable to the Company. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its
authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to be bound by such terms. 



        (b)  Denominations. The Securities shall be issuable only in fully registered form, without coupons, and only in denominations
of $1,000 and any integral multiple thereof. 


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



          (i)  Each
Rule 144A Global Note and Institutional Accredited Investor Global Note shall bear the following legend (the "Private Placement
Legend") on the face thereof: 


"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, SUCH REGISTRATION. 


THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF
THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PROVIDED THAT PRIOR TO SUCH
TRANSFER, THE TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND IN ACCORDANCE WITH
REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES FOR INVESTMENT PURPOSES 




23





 






AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY AND THE TRUSTEE A
CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE." 


        (ii)  Each
Regulation S Global Note shall bear the following legend (the "Regulation S Legend") on the face
thereof: 


"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, PROVIDED
THAT PRIOR TO SUCH TRANSFER, THE TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND
IN ACCORDANCE WITH REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND 




24





 






NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE FOREGOING CLAUSE (E), A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND
(B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 


        (iii)  The
Global Securities, shall bear the following legend on the face thereof: 


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


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




        (d)  Book-Entry Provisions. 



          (i)  This  Section 2.01(d) shall apply only to Global Securities deposited with the Trustee, as custodian for
DTC. 


        (ii)  Each
Global Security initially shall (x) be registered in the name of DTC for such Global Security or the nominee of DTC, (y) be delivered to the Trustee
as custodian for DTC and (z) bear legends as set forth in Section 2.01(c). 




25





 





        (iii)  Members
of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial
interest in any Global Security. 


        (iv)  In
connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (e)  of this Section to beneficial owners who are required to hold Definitive
Securities, the Securities Custodian shall reflect on its books and records the date and a decrease in
the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. 



        (v)  In
connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (e) of
this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by DTC in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. 


        (vi)  The
registered Holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 




        (e)  Definitive Securities. 



          (i)  Except
as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Definitive Securities. If required to do so pursuant to
any applicable law or regulation, beneficial owners may obtain Definitive Securities in exchange for their beneficial interests in a Global Security upon written request in accordance with DTC's and
the Registrar's procedures. In addition, Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (a) DTC notifies
the Company that it is unwilling or unable to continue as depositary for such Global Security or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to
be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (b) the Company executes and
delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Security shall be so exchangeable. 


        (ii)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.01(d)(iv)  or (v) shall, except as otherwise
provided by Section 2.06(c), bear the
applicable legend regarding transfer restrictions applicable to the Definitive Security set forth in Section 2.01(c). 


        (iii)  In
connection with the exchange of a portion of a Definitive Security for a beneficial interest in a Global Security, the Trustee shall cancel such Definitive
Security, and the 




26





 



Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Security representing the principal amount not so transferred. 





        Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.1(d)(iv) or  (v) shall, except as otherwise
provided by Section 2.06(c), bear the applicable legend regarding
transfer restrictions applicable to the Definitive Security set forth in Section 2.01(c). 


        In
connection with the exchange of a portion of a Definitive Security for a beneficial interest in a Global Security, the Trustee shall cancel such Definitive Security, and the Company
shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Security representing the principal amount not so transferred. 


        SECTION
2.02. EXECUTION AND AUTHENTICATION. One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no
longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, after giving effect to any exchange of Initial Securities or Additional
Securities for Exchange Securities. 


        A
Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence
that such Security has been duly and validly authenticated and issued under this Indenture. A Security shall be dated the date of its authentication. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for
original issue on the Issue Date in an aggregate principal amount of $150.0 million, (2) if and when issued, the Additional Securities, (3) Exchange Securities for issue only in a
Registered Exchange Offer pursuant to the Exchange and Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount,
(4) Private Exchange Securities issued pursuant to the Exchange and Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal
amount, and in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the
"Company Order"). Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial Securities, Additional Securities, Exchange Securities or Private Exchange Securities. The Trustee shall authenticate and
make available for delivery Initial Securities on the Issue Date in an amount limited to $150.0 million aggregate principal amount and, subsequent to the Issue Date, such additional principal
amount of Additional Securities as may be authorized from
time to time by resolution adopted by the Company's Board of Directors, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Section 2.06, Section 2.09,  Section 2.11, Section 3.06, Section 9.05  and except for Exchange Securities. All Securities issued on the Issue Date and all Additional Securities shall be of the same
series and shall be identical in all respects
other than issue dates, the date from which interest accrues and any changes relating thereto. 


        With
respect to any Additional Securities, there shall be established in or pursuant to a resolution of the Board of Directors of the Company, prior to the issuance of such Additional
Securities: 



        (a)  the
aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture; 


        (b)  the
issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and 



27





 




        (c)  if
applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective
depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in this  Article II; and




        (d)  if
applicable, that such Additional Securities shall not be issued in the form of Initial Securities subject to Exhibit A, but shall be issued in the form of
Exchange Securities as set forth in Exhibit B. 




        If
any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Company, a copy of an appropriate record of
such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms
of the Additional Securities. 


        Notwithstanding
anything to the contrary contained in this Indenture, the Holders of all Securities issued under this Indenture shall vote and consent together on all matters as one
class and the Holders of any Initial Securities, Additional Securities, or Exchange Securities will not have the right to vote or consent as a separate class on any matter. 


        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. 


        In
case the Company or any Subsidiary Guarantor, pursuant to Article V, shall be consolidated or merged with or into any other
Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article V, any of the Securities authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange
and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or
substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities
at the time outstanding for Securities authenticated and delivered in such new name. 


        A
Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture. The Trustee or the Company, with notice to the Trustee, may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 


        SECTION
2.03. REGISTRAR AND PAYING AGENT. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the
"Registrar") 


28





 




and an office or agency where Securities may be presented for payment (the "Paying Agent"). The Company shall cause each of the Registrar and the
Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchange (the
"Note Register"). The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes
any additional paying agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms
of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefore pursuant to Section 7.07.
The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. 


        SECTION
2.04. PAYING AGENT TO HOLD MONEY IN TRUST. By at least 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Security is due and
payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Security holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee in writing of any default by the Company or any Subsidiary Guarantor in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon complying with this Section, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money
delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities. 



        SECTION
2.05. SECURITYHOLDER LISTS. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Company shall furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of
Securityholders. 


        SECTION
2.06. TRANSFER AND EXCHANGE. (a) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Global Note or
an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the
last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the "Resale Restriction Termination
Date"): 




          (i)  a
transfer thereof to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security, that it is purchasing for
its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of
Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the 




29





 



transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


        (ii)  a
transfer thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in  Section 2.07 from the proposed transferee and, if requested
by the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them; and 


        (iii)  a
transfer thereof to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in  Section 2.08 from the proposed transferee and,
if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them. 




        (b)  The
following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Global Note or any Definitive Securities
issued in exchange therefor prior to the expiration of the Restricted Period: 



          (i)  a
transfer thereof to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the Securities, that it is purchasing
the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of
Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; 


        (ii)  a
transfer thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in  Section 2.07 from the proposed transferee and, if requested
by the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them; and 


        (iii)  a
transfer thereof to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in  Section 2.08 hereof from the proposed transferee
and, if requested by the Company or the Trustee, delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them. 





        After
the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note or Definitive Securities issued in exchange therefor may be transferred without
requiring certification set forth in Section 2.07, Section 2.08 or any additional
certification. 



        (c)  Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities not bearing a Restricted
Securities Legend, the Registrar shall deliver Securities that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted Securities
Legend, the Registrar shall deliver only Securities that bear a Restricted Securities Legend unless such Securities are Exchange Securities issued in a Registered Exchange Offer or are otherwise sold
under an effective registration statement under the Securities Act or there is delivered to the Registrar an opinion of counsel to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the Securities Act. 


        (d)  The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.01  or this Section 2.06.
The Company shall have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. 



30





 




        (e)  Obligations with Respect to Transfers and Exchanges of Securities. 



          (i)  To
permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this  Article II, execute and the Trustee shall authenticate Definitive Securities
and Global Securities at the Registrar's or
co-registrar's request. 


        (ii)  No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer
pursuant to Sections 4.06, 4.09 or 9.05). 



        (iii)  The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase or redeem Securities and ending at the close of business on the day of such mailing or (2) 15 days
before an interest payment date and ending on such interest payment date. 


        (iv)  Prior
to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for
all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by
notice to the contrary. 


        (v)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.01(d)  shall, except as otherwise provided by Section 2.06(c)
, bear the applicable legend regarding transfer restrictions
applicable to the Definitive Security set forth in Section 2.01(c). 



        (vi)  All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Securities surrendered upon such transfer or exchange. 




        (f)    No Obligation of the Trustee. 



          (i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, DTC or other Person with respect
to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security
or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or
made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised
only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members,
participants and any beneficial owners. 




31











  





        (ii)  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among DTC participants, members or beneficial owners in any Global Security) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 





        SECTION
2.07. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS. 



[Date] 


Forest
Oil Corporation

c/o State Street Bank and Trust Company

Goodwin Square

225 Asylum Street; 23rd Floor

Hartford, CT 06103

Attention of Corporate Trust Department 


Ladies
and Gentlemen:: 


        This
certificate is delivered to request a transfer of $                        principal amount of the 73/4%
Senior Notes due 2014 (the
"Securities") of Forest Oil Corporation (the "Company"). 



        Upon
transfer, the Securities would be registered in the name of the new beneficial owner as follows: 



	Name:	 	
	 	 
	

Address:	
 	

	
 	

 
	

Taxpayer ID Number:	
 	

	
 	

 
	

The undersigned represents and warrants to you that:

	
 	

 






        1.    We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an institutional "accredited investor" at least $250,000 principal amount
of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Securities and we invest in or purchase securities similar to the Securities in
the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 


        2.    We
understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following
sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is two
years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the
"Resale Restriction Termination Date") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective
under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a qualified institutional 



32





 





buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act,
(e) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for
the account of such an institutional "accredited investor," in each case in a minimum principal amount of Securities of $250,000 or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to require the delivery of
an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 



	 	 	TRANSFEREE:	 	 
	 	 	 	 	






	 	 	BY:	 	 
	 	 	 	 	






        SECTION
2.08. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S. 


        [Date]



Forest
Oil Corporation

c/o State Street Bank and Trust Company

Goodwin Square

225 Asylum Street; 23rd Floor

Hartford, CT 06103

Attention of Corporate Trust Department 




	Re:
	Forest
Oil Corporation
 73/4% Senior Notes due 2014 (the "Securities")





        Ladies
and Gentlemen: 


        In
connection with our proposed sale of $            aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        (a)  the
offer of the Securities was not made to a person in the United States; 


        (b)  either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we
nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 



33





 




        (c)  no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and 


        (d)  the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 




        In
addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm
that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 


        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 



	 	 	Very truly yours,
	

 	
 	

 	
 	

 
	 	 	[Name of Transferor]
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	

	

 	
 	

 	
 	

 
	 	 	
 Authorized Signature





        SECTION
2.09. REPLACEMENT SECURITIES. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and
the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced, and, in the
absence of notice to the Company, any Subsidiary Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee
shall authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding. 


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


        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) in connection therewith. 


        Every
new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. 


34





 



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


        Every
replacement Security is an additional obligation of the Company. 


        SECTION
2.10. OUTSTANDING SECURITIES. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary of the Company holds the Security, provided, however,
that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, Securities shall cease to be outstanding in the event the Company or an Affiliate of the
Company holds the Security and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding
Securities are present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver,
amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of
the Company shall not be considered outstanding. 


        If
a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide purchaser. 



        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 


        SECTION
2.11. TEMPORARY SECURITIES. Until Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities. After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities upon
surrender of the temporary Securities at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Securities representing an
equal principal amount of Securities. Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a holder of Definitive
Securities. 


        SECTION
2.12. CANCELLATION. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or
cancellation and dispose of such Securities in accordance with its internal policies including delivery of a Certificate of Destruction describing such Securities. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. 


35





 



        SECTION
2.13. DEFAULTED INTEREST. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to be
fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid. 


        SECTION
2.14. COMPUTATION OF INTEREST. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. 


        SECTION
2.15. CUSIP NUMBERS. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers. 


 
 

ARTICLE III
  
    REDEMPTION    
  


        SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which such redemption is being made. In connection with such
redemption, the Company shall deliver to the Trustee an Officers' Certificate setting forth the redemption price on all Securities to be redeemed, and the Trustee shall rely solely upon, and shall be
fully protected in relying upon such Officers' Certificate, in all matters concerning the redemption price. 


        The
Company shall give each notice to the Trustee provided for in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such
notice shall be accompanied by an Officers' Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. 



        SECTION
3.02. SELECTION OF SECURITIES TO BE REDEEMED. If less than all the Securities are to be redeemed at any time, selection of Securities for redemption will be made by the Trustee
in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not so listed, on a pro rata basis, by lot or
by such other method that the Trustee shall deem fair and appropriate. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for
redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed. 


        SECTION
3.03. NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed. 


36





 



        The
notice shall identify the Securities to be redeemed and shall state: 



        (a)  the
redemption date; 


        (b)  the
redemption price; 


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


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



        (e)  if
fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed; 


        (f)    that,
unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and 


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




        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with
the information required by this Section. 


        SECTION
3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption
price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption). Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 


        SECTION
3.05. DEPOSIT OF REDEMPTION PRICE. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to the date of redemption) on all Securities to be redeemed on that date other than Securities or portions of Securities called
for redemption which have been delivered by the Company to the Trustee for cancellation. 


        SECTION
3.06. SECURITIES REDEEMED IN PART. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the
Company's expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 


 
 

ARTICLE IV
  
    COVENANTS    
  


        SECTION 4.01. PAYMENT OF SECURITIES. The Company shall promptly pay the principal of and interest and Additional Amounts, if any, on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay timely all principal and interest then due and the Trustee or the Paying Agent, 


37





 




as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture. 


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


        SECTION
4.02. SEC REPORTS. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall file with the SEC and provide the Trustee and Holders of Securities with the annual reports and the information, documents and other reports which are specified in Sections 13 and 15(d)
of the Exchange Act, and, with respect to the annual consolidated financial statements only, a report thereon by the Company's independent auditors; PROVIDED, HOWEVER, that the Company shall not be so
obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings. The Company shall comply with the other provisions of Section 314(a) of the Trust
Indenture Act. 


        SECTION
4.03. LIMITATION ON INDEBTEDNESS. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness unless, after
giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds thereof, no Default or Event of Default would occur as a consequence of, or be continuing
following, such Incurrence and application and either (a) the Consolidated Interest Coverage Ratio would exceed 2.5 to 1.0 or (b) such Indebtedness is Permitted Indebtedness. 


        SECTION
4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment
if, at the time of and after giving effect to the proposed Restricted Payment, (i) any Default or Event of Default would have occurred and be continuing, (ii) the Company could not Incur
at least $1.00 of additional Indebtedness pursuant to clause (a) of Section 4.03 or (iii) the aggregate amount expended or declared
for all Restricted Payments from September 30, 2000 would exceed the sum (without duplication) of the following: 



        (A)  50%
of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis commencing on the last day of the fiscal quarter immediately preceding
September 30, 2000, and ending on the last day of the fiscal quarter ending on or immediately preceding the date of such proposed
Restricted Payment (or, if such aggregate Consolidated Net Income shall be a loss, minus 100% of such loss), plus 



        (B)  the
aggregate net cash proceeds, or the Fair Market Value of Property other than cash, received by the Company on or after September 30, 2000 from the issuance or
sale (other than to a Subsidiary of the Company) of Capital Stock of the Company or any options, warrants or rights to purchase Capital Stock of the Company, plus 


        (C)  the
aggregate net cash proceeds, or the Fair Market Value of Property other than cash, received by the Company as capital contributions to the Company (other than from a
Subsidiary of the Company) on or after September 30, 2000, plus 


        (D)  the
aggregate net cash proceeds received by the Company from the issuance or sale (other than to any Subsidiary of the Company) on or after September 30, 2000 of
convertible Indebtedness that has been converted into or exchanged for Capital Stock of the Company, together with the aggregate cash received by the Company at the time of such conversion or exchange
or received by the Company from any such conversion or exchange of convertible Indebtedness issued or sold (other than to any Subsidiary of the Company) prior to September 30, 2000, plus 



38





 




        (E)  to
the extent not otherwise included in the Company's Consolidated Net Income, an amount equal to the net reduction in Investments made by the Company and its Restricted
Subsidiaries subsequent to September 30, 2000 in any Person resulting from (1) payments of interest on debt, dividends, repayments of loans or advances or other transfers or
distributions of Property, in each case to the Company or any Restricted Subsidiary from any Person other than the Company or a Restricted Subsidiary, and in an amount not to exceed the book value of
such Investments previously made in such Person that were treated as Restricted Payments, or (2) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, and in an amount not
to exceed the lesser of (x) the book value of all Investments previously made in such Unrestricted Subsidiary that were treated as Restricted Payments and (y) the Fair Market Value of
such Unrestricted Subsidiary, plus 


        (F)  $25,000,000.





        (b)  The
limitations set forth in paragraph (a) above will not prevent the following Restricted Payments so long as, at the time thereof, no Default or Event of
Default shall have occurred and be continuing (except in the case of clause (i) below under which the payment of a dividend is permitted): 



          (i)  the
payment of any dividend on Capital Stock or Redeemable Stock of the Company or any Restricted Subsidiary within 60 days after the declaration thereof, if at
such declaration date such dividend could have been paid in compliance with paragraph (a) above; 


        (ii)  the
repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or any of its Subsidiaries held by any current or former
officers, directors or employees of the Company or any of its Subsidiaries pursuant to the terms of agreements (including employment agreements) or plans approved by the Company's Board of Directors,
including any such repurchase, redemption, acquisition or retirement of shares of such Capital Stock that is deemed to occur upon the exercise of stock options or similar rights if such shares
represent all or a portion of the exercise price or are surrendered in connection with satisfying United States or Canadian Federal income tax obligations; PROVIDED, HOWEVER, that the aggregate amount
of such repurchases, redemptions, acquisitions and retirements shall not exceed the sum of (A) $10,000,000 in any 12-month period and (B) the aggregate net proceeds, if any,
received by the Company during such 12-month period from any issuance of such Capital Stock pursuant to such agreements or plans; 



        (iii)  the
purchase, redemption or other acquisition or retirement for value of any Capital Stock or Redeemable Stock of the Company or any Restricted Subsidiary, in exchange
for, or out of the aggregate net cash proceeds of, a substantially concurrent issuance and sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by
the Company or any of its Subsidiaries, for the benefit of their employees) of Capital Stock of the Company; 


        (iv)  the
making of any principal payment on or the repurchase, redemption, legal defeasance or other acquisition or retirement for value, prior to any scheduled principal
payment, scheduled sinking fund payment or maturity, of any Subordinated Indebtedness (other than Redeemable Stock) in exchange for, or out of the aggregate net cash proceeds of, a substantially
concurrent issuance and sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries, for the benefit of their
employees) of Capital Stock of the Company; 


        (v)  the
making of any principal payment on or the repurchase, redemption, legal defeasance or other acquisition or retirement for value of Subordinated Indebtedness in
exchange for, or out of the aggregate net cash proceeds of, a substantially concurrent Incurrence (other than a sale to a Subsidiary of the Company) of Subordinated Indebtedness so long as such new
Indebtedness is 



39





 





Permitted Refinancing Indebtedness and (A) has an Average Life that is longer than the Average Life of the Securities and (B) has a Stated Maturity for its final scheduled principal
payment that is more than one year after the Stated Maturity of the final scheduled principal payment of the Securities; 



        (vi)  the
making of any principal payment on or the repurchase, redemption, legal defeasance or other acquisition or retirement for value, prior to any scheduled principal
payment, scheduled sinking fund payment or maturity, of any Subordinated Indebtedness that is either (A) existing on the Issue Date or
(B) issued after the Issue Date in exchange for, or for aggregate net cash proceeds used to repurchase, redeem, legally defease or otherwise acquire or retire for value, Subordinated
Indebtedness existing on the Issue Date; PROVIDED, HOWEVER,that the aggregate principal amount of such Subordinated Indebtedness issued after the Issue
Date shall not exceed the aggregate principal amount of the Subordinated Indebtedness existing on the Issue Date so exchanged, repurchased, redeemed, legally defeased or otherwise acquired or retired
for value; and 


      (vii)  loans
made to officers, directors or employees of the Company or any Restricted Subsidiary approved by the Board of Directors (or a duly authorized officer), the net
cash proceeds of which are used solely (A) to purchase common stock of the Company in connection with a restricted stock or employee stock purchase plan, or to exercise stock options received
pursuant to an employee or director stock option plan or other incentive plan, in a principal amount not to exceed the exercise price of such stock options or (B) to refinance loans, together
with accrued interest thereon, made pursuant to item (A) of this clause (vii). 




The
actions described in clauses (i) and (ii) of this paragraph (b) shall be included in the calculation of the amount of Restricted Payments. The actions described in clauses
(iii), (iv), (v), (vi) and (vii) of this paragraph (b) shall be excluded in the calculation of the amount of Restricted Payments; PROVIDED that the net cash proceeds from any
issuance or sale of Capital Stock of the Company pursuant to such clauses (iii), (iv) or (vii) shall be excluded from any calculations pursuant to clauses (B) or (C) under
the immediately preceding paragraph (a). 


        SECTION
4.05. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the legal right of any Restricted Subsidiary to (i) pay dividends, in
cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed, to the Company or any other Restricted
Subsidiary, (ii) make loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its Property to the Company or any other Restricted Subsidiary. Such
limitation will not apply (a) with respect to clauses (i), (ii) and (iii), to encumbrances and restrictions (1) in Bank Credit Facilities and other agreements and instruments, in
each case as in effect on the Issue Date, (2) relating to Indebtedness of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such encumbrance or restriction
was not created in anticipation of or in connection with the transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or (3) which result from the renewal,
refinancing, extension or amendment of an agreement that is the subject of clause (a) (1) or (2) above or clause (b) (1) or (2) below; PROVIDED that such
encumbrance or restriction is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (b) with
respect to clause (iii) only, to (1) any restriction on the sale, transfer or other disposition of Property relating to Indebtedness that is permitted to be Incurred and secured under  Sections 4.03 and 4.10, (2) any encumbrance or restriction applicable to Property at the time it
is acquired by the Company or a Restricted Subsidiary, so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in anticipation of or in connection
with such acquisition, (3) customary 


40





 




provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder and (4) customary
restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale. 


        SECTION
4.06. LIMITATION ON ASSET SALES. (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the Company or
such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale and
(ii) all of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash, cash equivalents, Liquid Securities, Exchanged
Properties or the assumption by the purchaser of liabilities of the Company (other than liabilities of the Company that are by their terms subordinated to the Securities) or liabilities of any
Restricted Subsidiary that made such Asset Sale (other than liabilities of any Subsidiary Guarantor that are by their terms subordinated to such Subsidiary Guarantor's Subsidiary Guarantee), in each
case as a result of which the Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities ("Permitted Consideration");
PROVIDED, HOWEVER, that the Company and its Restricted Subsidiaries shall be permitted to receive Property other than Permitted Consideration, so long as the aggregate Fair Market Value of all such
Property other than Permitted Consideration received from Asset Sales and held by the Company and the Restricted Subsidiaries at any one time shall not exceed 10.0% of Adjusted Consolidated Net
Tangible Assets. 


        The
Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be applied by the Company, such Restricted Subsidiary or another Restricted Subsidiary, to the
extent the Company elects (or is required by the terms of any Pari Passu Senior Indebtedness of the Company or a Restricted Subsidiary), to (i) prepay, repay or purchase Pari Passu Senior
Indebtedness of the Company or a Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case excluding Indebtedness owed to the Company or an
Affiliate of the Company); (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the
Company or another Restricted Subsidiary) or (iii) purchase Securities or purchase both Securities and one or more series or issues of other Pari Passu Indebtedness on a pro rata basis
(excluding Securities and Pari Passu Indebtedness owned by the Company or an Affiliate of the Company). 


        (b)  Any
Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of such Asset Sale will constitute
"Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $50,000,000, an offer to purchase Securities having an aggregate principal amount equal to the aggregate amount of Excess
Proceeds (the "Prepayment Offer") must be made by the Company at a purchase price equal to 100% of the principal amount of such Securities plus accrued
and unpaid interest, if any, to the Purchase Date (as defined) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture, but, if the terms
of any Pari Passu Indebtedness require that a Pari Passu Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be prorated between the Prepayment Offer and such
Pari Passu Offer in accordance with the aggregate outstanding principal amounts of the Securities and such Pari Passu Indebtedness, and the aggregate principal amount of Securities for which the
Prepayment Offer is made shall be reduced accordingly. If the aggregate principal amount of Securities tendered by Holders thereof exceeds the amount of available Excess Proceeds, then such Excess
Proceeds will be allocated pro rata according to the principal amount of the Securities tendered and the Trustee will select the Securities to be purchased in accordance with this Indenture. To the
extent
that any portion of the amount of Excess Proceeds remains after compliance with the second sentence of this paragraph and PROVIDED that all Holders of Securities have been given the opportunity to
tender their Securities for purchase as described in the following paragraph in accordance with this Indenture, the Company and its Restricted Subsidiaries may use such remaining 


41





 




amount for purposes permitted by this Indenture and the amount of Excess Proceeds will be reset to zero. 



        (c)  (1)
Within 30 days after the 365th day following the date of an Asset Sale, the Company shall, if it is obligated to make an offer to purchase the Securities
pursuant to the preceding paragraph, send a written Prepayment Offer notice, by first-class mail, to the Holders of the Securities (the "Prepayment Offer
Notice"), accompanied by such information regarding the Company and its Subsidiaries as the Company believes will enable such Holders of the Securities to make an informed
decision with respect to the Prepayment Offer (which at a minimum shall include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q of the Company and any Current Report on Form 8-K of the
Company filed subsequent to such Quarterly Report, other than Current Reports describing Assets Sales otherwise described in the offering materials, or corresponding successor reports (or, during any
time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, corresponding reports prepared pursuant to  Section 4.02), (ii) a description
of material developments in the Company's business subsequent to the date of the latest such reports and
(iii) if material, appropriate pro forma financial information). The Prepayment Offer Notice shall state, among other things, (i) that the Company is offering to purchase Securities
pursuant to the provisions of this Indenture, (ii) that any Security (or any portion thereof) accepted for payment (and duly paid on the Purchase Date) pursuant to the Prepayment Offer shall
cease to accrue interest on the Purchase Date, (iii) that any Securities (or portions thereof) not properly tendered will continue to accrue interest, (iv) the purchase price and
purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days after the date the Prepayment Offer Notice is mailed
(the "Purchase Date"), (v) the aggregate principal amount of Securities to be purchased, (vi) a description of the procedures which
Holders of Securities must follow in order to tender their Securities and the procedures that Holders of Securities must follow in order to withdraw an election to tender their Securities for payment
and (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Prepayment Offer. 



        (2)  Not
later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an
Officers' Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash
from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of  Section 4.06(a). On such date, the Company shall
also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a
Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Permitted Short-Term Investments, maturing on the last day prior to the Purchase Date or on the Purchase
Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the
period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Securities or
portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee or Paying Agent, as applicable, shall, on or promptly after the Purchase Date, mail or deliver
payment to each tendering Holder in the amount of the purchase price. In the event
that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee shall deliver the excess to the Company immediately after the
expiration of the Offer Period for application in accordance with this Section. 


        (3)  Holders
electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address
specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee, or the Company receives not later than one
Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal 


42





 




amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer
Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments
as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part
shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 



        (4)  At
the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that
such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.06. A Security shall be deemed
to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 



        (d)  The
Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or
regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Securities as described above. To the extent that the provisions of any securities laws
or regulations conflict with the provisions relating to the Prepayment Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations described above by virtue thereof. 




        SECTION
4.07. LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or
enter into any transaction or series of transactions (including the sale, transfer, disposition, purchase, exchange or lease of Property, the making of any Investment, the giving of any Guarantee or
the rendering of any service) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary), unless (i) such transaction or series of transactions
is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the
Company or such Restricted Subsidiary, and (ii) with respect to a transaction or series of transactions involving aggregate payments by or to the Company or such Restricted Subsidiary having a
Fair Market Value equal to or in excess of (a) $5,000,000 but less than $10,000,000, an Officer of the Company certifies that such transaction or series of transactions complies with
clause (i) of this paragraph, as evidenced by an
Officer's Certificate delivered to the Trustee, (b) $10,000,000 but less than $50,000,000, the Board of Directors of the Company (including a majority of the disinterested members of such Board
of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (i) of this paragraph, as evidenced by a
certified resolution delivered to the Trustee or (c) $50,000,000, (1) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either
case specializing or having a specialty in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transactions) is
fair, from a financial point of view, to the Company or such Restricted Subsidiary and (2) the Board of Directors of the Company (including a majority of the disinterested members of such Board
of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (i) of this paragraph, as evidenced by a
certified resolution delivered to the Trustee. 


43







  





        The limitations of the preceding paragraph do not apply to (i) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted
Subsidiaries who are not employees of the Company or any of its Restricted Subsidiaries, (ii) indemnities of officers and directors of the Company or any Subsidiary consistent with such
Person's charter, bylaws and applicable statutory provisions, (iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company, (iv) loans made (a) to officers, directors or employees of the
Company or any Restricted Subsidiary approved by the Board of Directors (or by a duly authorized officer) of the Company, the proceeds of which are used solely to purchase common stock of the Company
in connection with a restricted stock or employee stock purchase plan, or to exercise stock options received pursuant to an employee or director stock option plan or other incentive plan, in a
principal amount not to exceed the exercise price of such stock options, or (b) to refinance loans, together with accrued interest thereon, made pursuant to this clause (iv),
(v) advances and loans to officers, directors and employees of the Company or any Subsidiary; PROVIDED such loans and advances (excluding loans or advances made pursuant to the preceding
clause (iv)) do not exceed $10,000,000 at any one time outstanding, (vi) any Restricted Payment permitted to be paid pursuant to  Section 4.04, (vii) any transaction or series of
transactions between the Company and one or more Restricted Subsidiaries or between two
or more Restricted Subsidiaries in the ordinary course of business; PROVIDED that no more than 10% of the total voting power of the Voting Stock of any such Restricted Subsidiary is owned by an
Affiliate of the Company (other than a Restricted Subsidiary) or (viii) any transaction or series of transactions pursuant to any agreement or obligation of the Company or any of its Restricted
Subsidiaries in effect on the Issue Date. 


        SECTION
4.08. LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES. The Company will not (a) permit any Restricted Subsidiary to issue any Capital Stock
or Redeemable Stock other than to the Company or one of its Wholly Owned Subsidiaries or (b) permit any Person other than the Company or a Wholly Owned Subsidiary to own any Capital Stock or
Redeemable Stock of any other Restricted Subsidiary (other than directors' qualifying shares), except, in each case, for (i) the sale of the Capital Stock or Redeemable Stock of a Restricted
Subsidiary owned by the Company or any other Restricted Subsidiary effected in accordance with Section 4.06; (ii) the issuance of Capital
Stock or Redeemable Stock by a Restricted Subsidiary to a Person other than the Company or a Restricted Subsidiary and (iii) the Capital Stock or Redeemable Stock of a Restricted Subsidiary
owned by a Person at the time such Restricted Subsidiary became a Restricted Subsidiary or acquired by such Person in connection with the formation of the Restricted Subsidiary, or transfers thereof;
PROVIDED that any sale or issuance of Capital Stock of a Restricted Subsidiary shall be deemed to be an Asset Sale to the extent the percentage of the total outstanding Voting Stock of such Restricted
Subsidiary owned directly and indirectly by the Company is reduced as a result of such sale or issuance; PROVIDED FURTHER that if a Person whose Capital Stock was issued or sold in a transaction
described in this paragraph is, as a result of such transaction, no longer a Restricted Subsidiary, then the Fair Market Value of Capital Stock of such Person retained by the Company and the other
Restricted Subsidiaries shall be treated as an Investment for purposes of Section 4.04. In the event of the consummation of a sale of all the
Capital Stock of a Restricted
Subsidiary pursuant to the foregoing clause (i) and the execution and delivery of a supplemental indenture in form satisfactory to the Trustee, any such Restricted Subsidiary that is also a
Subsidiary Guarantor shall be released from all its obligations under its Subsidiary Guarantee. 


        SECTION
4.09. CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control, each Holder of Securities shall have the right to require the Company to repurchase all or any
part (equal to $1,000 in principal amount or an integral multiple thereof) of such Holder's Securities pursuant to the offer described below (the "Change Of Control
Offer") at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of 


44





 




purchase, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date (the "Change Of Control
Payment"). 


        (b)  Within
30 days following any Change of Control, the Company shall mail a notice to each Holder stating, among other things: (i) that a Change of Control
has occurred and a Change of Control Offer is being made pursuant to this Indenture and that all Securities (or portions thereof) properly tendered will be accepted for payment; (ii) the
purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, no fewer than 30 days nor more than 60 days from the date the Company mails
such notice (the "Change Of Control Payment Date"); (iii) that any Security (or portion thereof) accepted for payment (and duly paid on the
Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (iv) that any Securities (or portions thereof) not
properly tendered will continue to accrue interest; (v) a description of the transaction or transactions constituting the Change of Control; (vi) the procedures that Holders of
Securities must follow in order to tender their Securities (or portions thereof) for payment and the procedures that Holders of Securities must follow in order to withdraw an election to tender
Securities (or portions thereof) for payment; and (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Change of Control Offer. Prior to
the mailing of the notice to Holders of Securities described above, but in any event within 30 days following any Change of Control, the Company covenants to (A) repay or cause to be
repaid in full all Indebtedness of the Company and any Subsidiary Guarantor that would prohibit the repurchase of the Securities pursuant to such Change of Control Offer or (B) obtain any
requisite consents under instruments governing any such Indebtedness of the Company and any Subsidiary Guarantor to permit the repurchase of the Securities. The Company shall first comply with the
covenant in the preceding sentence before it shall repurchase Securities pursuant to this covenant. 


        (c)  Holders
electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address
specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later
than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which
was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. 


        (d)  On
or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any Wholly
Owned Subsidiary is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment payable to the Holders entitled thereto, to be held for payment in
accordance with the provisions of this Section. 


        (e)  On
the Change of Control Payment Date, the Company shall deliver to the Trustee the Securities or portions thereof which have been properly tendered to and are to be
accepted by the Company for payment. The Trustee or Paying Agent, as applicable, shall, on or promptly after the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Payment. In the event that the aggregate Change of Control Payment delivered by the Company to the Trustee is less than the amount deposited with the Trustee, the Trustee shall
deliver the excess to the Company immediately after the Change of Control Payment Date. 



        (f)    The
Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party (including the Company or another Subsidiary of the
Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 


45





 



        (g)  The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Securities in connection with a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations described above by virtue thereof. 



        SECTION
4.10. LIMITATION ON LIENS. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, create, Incur, assume or suffer to exist
any Lien on or with respect to any Property of the Company or such Restricted Subsidiary, whether owned on the Issue Date or acquired thereafter, or any interest therein or any income or profits
therefrom, unless the Securities or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, are secured equally and ratably with (or prior to) any and all other obligations secured by
such Lien, except that the Company and its Restricted Subsidiaries may enter into, create, incur, assume or suffer to exist Permitted Liens. 



        SECTION
4.11. COMPLIANCE CERTIFICATE. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers' Certificate stating
that in the course of the performance by the signers of their duties as Officers of the Company they would
normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA Section 314(a)(4). 



        SECTION
4.12. FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture. 


        SECTION
4.13. FUTURE SUBSIDIARY GUARANTORS. The Company shall cause each Domestic Restricted Subsidiary having an aggregate of $25,000,000 or more of Indebtedness and Preferred Stock
outstanding at any time to promptly execute and deliver to the Trustee a Subsidiary Guarantee. In addition, any Restricted Subsidiary that Guarantees Indebtedness of the Company will be required to
execute and deliver to the Trustee a Subsidiary Guarantee. 


        SECTION
4.14. RESTRICTED AND UNRESTRICTED SUBSIDIARIES. Unless defined or designated as an Unrestricted Subsidiary, any Person that becomes a Domestic Subsidiary or a Canadian Subsidiary
of the Company or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary subject to the provisions of the next paragraph. The Company may designate a Subsidiary (including a
newly formed or newly acquired Subsidiary) of the Company or any of its Restricted Subsidiaries as an Unrestricted Subsidiary if (a) such Subsidiary does not at such time own any Capital Stock
or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) such Subsidiary does not at such time have any Indebtedness or other
obligations which, if in default, would result (with the passage of time or notice or otherwise) in a default on any Indebtedness of the Company or any Restricted Subsidiary and (c)(i) such
designation is effective immediately upon such Subsidiary becoming a Subsidiary of the Company or of a Restricted Subsidiary, (ii) the Subsidiary to be so designated has total assets of $1,000
or less or (iii) if such Subsidiary has assets greater than $1,000, then such redesignation as an Unrestricted Subsidiary is deemed to constitute a Restricted Payment in an amount equal to the
Fair Market Value of the Company's direct and indirect ownership interest in such Subsidiary and such Restricted Payment would be permitted to be made at the time of such designation under  Section 4.04. Except as provided in the second sentence of this paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted
Subsidiary. The designation of an Unrestricted Subsidiary or removal of such designation shall be made 


46





 




by the Board of Directors of the Company or a committee thereof pursuant to a certified resolution delivered to the Trustee and shall be effective as of the date specified in the applicable certified
resolution, which shall not be prior to the date such certified resolution is delivered to the Trustee. 


        The
Company will not, and will not permit any of its Restricted Subsidiaries to, take any action or enter into any transaction or series of transactions that would result in a Person
becoming a Restricted Subsidiary (whether through an acquisition or otherwise) unless, after giving effect to such action, transaction or series of transactions, on a pro forma basis, (i) the
Company could Incur at least $1.00 of additional Indebtedness pursuant to clause (a) of Section 4.03 and (ii) no Default or Event
of Default would occur or be continuing. 


        SECTION
4.15. TERMINATION OF CERTAIN COVENANTS. In the event that any time (a) the rating assigned to the Securities by either S&P or Moody's is at least an Investment Grade
Rating, (b) the obligations under the Bank Credit Facilities cease to be secured and (c) no Default or Event of Default shall have occurred and be continuing, the Company and its
Restricted Subsidiaries shall have no further obligation to comply with the covenants set forth in Section 4.03 (Limitation On Indebtedness),  Section 4.04
(Limitation On Restricted Payments), Section 4.08 (Limitation On Issuance And
Sale of Capital Stock of Restricted Subsidiaries), Section 4.06 (Limitation On Asset Sales), Section 4.05  (Limitation on Restrictions On
Distributions From Restricted Subsidiaries) and Section 4.13 (Future Subsidiary
Guarantors). In addition, if the conditions set forth in clauses (a), (b) and  (c) of the preceding
sentence are satisfied, the Company will no longer be obligated to comply with the financial tests set forth in
clauses (f) and (g) of Section 5.01. 


        SECTION
4.16. REGISTRATION DEFAULT. If a Registration Default occurs, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of additional
interest to be paid to each Holder of Transfer Restricted Securities, and (ii) the date on which such additional interest is payable. Unless and until a Trust Officer receives such a
certificate at its Corporate Trust Office, the Trustee shall assume without inquiry that no such additional interest is payable. If the Company has paid such additional interest directly to the
Holders entitled to such interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. 


 
 

ARTICLE V
  
    SUCCESSOR COMPANY    
  


        SECTION 5.01. WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall not consolidate with or merge with or into any Person, or convey, transfer or lease, in
one transaction or a series of transactions, all or substantially all the Property of the Company and its Restricted Subsidiaries, taken as a whole, unless: 



        (a)  the
resulting, surviving or transferee person (the "Successor Company") shall be a Person organized or existing under the
laws of (i) the United States of America, any State thereof or the District of Columbia or (ii) Canada or any province thereof; 


        (b)  a
supplemental indenture is executed and delivered to the Trustee, in form satisfactory to the Trustee, by the Successor Company expressly assuming, if the Successor
Company is not the Company, the obligations of the Company to pay the principal of and interest on the Securities and to perform all the covenants of the Company under this Indenture in which case the
Successor Company shall be considered the issuer of the Securities; 


        (c)  each
Subsidiary Guarantor, if any, shall execute and deliver to the Trustee a supplemental indenture, in form satisfactory to the Trustee, confirming the obligation of
such Subsidiary Guarantor to pay the principal of and interest on the Securities pursuant to such Subsidiary Guarantor's Subsidiary Guarantee; 



47





 




        (d)  in
the case of a conveyance, transfer or lease of all or substantially all the Property of the Company and its Restricted Subsidiaries, taken as a whole, such Property
shall have been so conveyed, transferred or leased as an entirety or virtually as an entirety to one Person; 


        (e)  immediately
after giving effect to such transaction (and treating, for purposes of this clause (e) and clauses (f) and (g) below, any Indebtedness
which becomes or is anticipated to become an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such
Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; 


        (f)    other
than with respect to the consolidation of the Company with or merger of the Company with or into, or the conveyance, transfer or lease of all or substantially all
the Property of the Company and its Restricted Subsidiaries, taken as a whole, to a Wholly Owned Subsidiary, immediately after giving effect to such transaction, the Successor Company would be able to
Incur an additional $1.00 of Indebtedness pursuant to clause (a) of Section 4.03; 



        (g)  other
than with respect to the consolidation of the Company with or merger of the Company with or into, or the conveyance, transfer or lease of all or substantially all
the Property of the Company and its Restricted Subsidiaries, taken as a whole, to a Wholly Owned Subsidiary, immediately after giving effect to such transaction, the Successor Company shall have
Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and 


        (h)  the
Company shall have delivered to the Trustee an Officer's Certificate, stating that such consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture. 




        The
Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture, and,
except in the case of the lease of all or substantially all the Property of the Company and its Restricted Subsidiaries, taken as a whole, the Company shall be released from its obligations under this
Indenture. 


 
 

ARTICLE VI
  
    DEFAULTS AND REMEDIES    
  


        SECTION 6.01. EVENTS OF DEFAULT. The following events shall be "Events of Default": 



        (a)  the
Company defaults in any payment of interest on any Security when the same becomes due and payable and such default continues for a period of 30 days; 


        (b)  the
Company defaults in the payment of the principal (and premium, if any) of any Security when the same becomes due and payable at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise; 


        (c)  the
Company fails to comply with Article V; 



        (d)  default
in the performance, or breach, of any covenant or warranty of the Company or any Subsidiary Guarantor in this Indenture (other than a covenant or warranty
addressed in clauses (a), (b) or (c) above) and continuance of such default or breach for a period of 60 days after the notice specified below; 


        (e)  default
by the Company or any Restricted Subsidiary under any Indebtedness for borrowed money (other than Non-recourse Purchase Money Indebtedness) of the
Company or any Restricted Subsidiary which results in acceleration of the maturity of such Indebtedness, or the failure to pay such Indebtedness at maturity, in an amount greater than $10,000,000 or
its foreign 



48





 





currency equivalent at the time if such Indebtedness is not discharged or such acceleration is not rescinded or annulled within 10 days after the notice specified below; 


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



          (i)  commences
a voluntary case; 


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


        (iii)  consents
to the appointment of a Custodian of it or for any substantial part of its property; 


        (iv)  makes
a general assignment for the benefit of its creditors or files a proposal or other scheme of arrangement involving the rescheduling or composition of its
indebtedness; or 


        (v)  files
a petition in bankruptcy or an answer or consent seeking reorganization or relief or consents to the filing of such petition in bankruptcy or the appointment of or
taking possession by a Custodian; 





or
takes any comparable action under any foreign laws relating to insolvency; 



        (g)  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 in an involuntary case; 


        (ii)  appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; 


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


        (iv)  any
similar relief is granted under any foreign laws; 


and
in each such case the order or decree remains unstayed and in effect for 60 days; 




        (h)  one
or more final judgments or orders by a court of competent jurisdiction are entered against the Company or any Restricted Subsidiary in an uninsured or unindemnified
aggregate amount outstanding at any time in excess of $10,000,000 and such judgments or orders are not discharged, waived, stayed, satisfied or bonded for a period of 60 consecutive days; 


        (i)    a
Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of this Indenture and such Subsidiary Guarantee) or a Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee. 




        The
foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is 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. 


        The
term "Bankruptcy Law" means Title 11, UNITED STATES CODE, or any similar Federal or state law for the relief of debtors, or the
Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangements Act (Canada) or any similar federal or provincial law in Canada for the relief of debtors. The term "CUSTODIAN" means any
receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 



        A
Default under clause (d) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the
Company in writing of such Default and the Company does not cure such Default within the time specified after receipt of such 


49





 




notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default." 



        The
Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Event of Default and any event
which with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 


        SECTION
6.02. ACCELERATION. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or  (g) with respect to the Company) occurs and
is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities by notice to the Company and the Trustee, may declare the principal of the Securities to be due and payable. Upon such a declaration, such principal shall be due and payable
immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the
Company occurs, the principal of the Securities shall automatically and without any action by the Trustee or any Holder, become immediately due and payable. The Holders of a majority in aggregate
principal amount of the outstanding Securities by notice to the Trustee and the Company may rescind any declaration of acceleration if the rescission would not conflict with any judgment or decree,
and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. 


        SECTION
6.03. OTHER REMEDIES. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 


        SECTION
6.04. WAIVER OF PAST DEFAULTS. The Holders of a majority in aggregate principal amount of the Securities by notice to the Trustee may waive an existing Default and its
consequences except (a) a Default in the payment of the principal of or interest on a Security or (b) a Default in respect of a provision that under  Section 9.02 cannot be amended without
the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent right. 



        SECTION
6.05. CONTROL BY MAJORITY. The Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or
would involve the Trustee in personal liability; PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to reasonable indemnity against all losses and expenses caused by taking or not taking such action. 


        SECTION
6.06. LIMITATION ON SUITS. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: 



        (a)  (a)
such Holder shall have previously given to the Trustee written notice of a continuing Event of Default; 



50





 

        (b)  the
Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall have made a written request, and such Holder of or Holders shall have
offered reasonable indemnity, to the Trustee to pursue such proceeding as trustee; and 


        (c)  the
Trustee has failed to institute such proceeding and has not received from the Holders of at least a majority in aggregate principal amount of the Securities
outstanding a direction inconsistent with such request, within 60 days after such notice, request and offer. 




        The
foregoing limitations on the pursuit of remedies by a Securityholder shall not apply to a suit instituted by a Holder of Securities for the enforcement of payment of the principal of
or interest on such Security on or after the applicable due date specified in such Security. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain
a preference or priority over another Securityholder. 


        SECTION
6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the
Securities held by such Holder, on or after the respective due dates expressed in this Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder. 


        SECTION
6.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default specified in Section 6.01(a) or (b)  occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. 



        SECTION
6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under  Section 7.07. 


        SECTION
6.10. PRIORITIES. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or
property in the following order: 



        FIRST:
to the Trustee for amounts due under Section 7.07; 



        SECOND:
to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and
payable on the Securities for principal and interest, respectively; and 


        THIRD:
to the Company. 




        The
Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to
each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


51







  





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


        SECTION
6.12. WAIVER OF STAY OR EXTENSION LAWS. The Company (to the extent it may lawfully do so) shall 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 wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee,
but shall suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE VII
  
    TRUSTEE    
  


        SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. 



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



          (i)  the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (ii)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture. 




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



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



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


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




        (d)  Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a),  (b) and (c) of this Section. 


        (e)  The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 



52





 




        (f)    Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 


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



        (h)  Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section and to the provisions of the TIA. 




        SECTION
7.02. RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need
not investigate any fact or matter stated in the document. 



        (b)  Before
the Trustee acts or refrains from acting, it may require the Company to deliver an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. 


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


        (d)  The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; PROVIDED,
HOWEVER, that the Trustee's conduct does not constitute willful misconduct or negligence. 



        (e)  The
Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and
complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 




        SECTION
7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11. 


        SECTION
7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection
with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. 



        SECTION
7.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing and if it is known to a Trust Officer, the Trustee shall mail to each Securityholder notice of the Default within
30 days after it
is known to a Trust Officer or written notice of it is received by a Trust Officer. Except in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders. Where notice of the occurrence of any Default is
given by the Trustee under this Section and the Default is thereafter cured, the Trustee, within 30 days after the curing of the Default is known to a Trust Officer, shall mail to all
Securityholders notice that the Default is no longer continuing. 


        SECTION
7.06. REPORTS BY TRUSTEE TO HOLDERS. As promptly as practicable after each May 15 beginning with May 15, 2002, and in any event prior to July 15 in each
year, the Trustee shall 


53





 




mail to each Securityholder a brief report dated as of May 15 each year that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). 



        A
copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to
notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 


        SECTION
7.07. COMPENSATION AND INDEMNITY. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's
agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the
acceptance and administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith. The Company need not pay for any settlement made by the Trustee without the Company's consent, such consent not to be unreasonably withheld. 


        To
secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than
money or property held in trust to pay principal of and interest on particular Securities. 


        The
Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in  Section 6.01(f) or (g), the expenses are intended to constitute expenses of administration under
the Bankruptcy Law. 


        SECTION
7.08. REPLACEMENT OF TRUSTEE. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in aggregate principal amount of the Securities may remove
the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 


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


        (2)  the
Trustee is adjudged bankrupt or insolvent; 



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


        (4)  the
Trustee otherwise becomes incapable of acting. 


        If
the Trustee resigns, is removed by the Company, or by the Holders of a majority in aggregate principal amount of the Securities and such Holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. No successor Trustee shall accept its appointment unless, at the time of such acceptance such successor Trustee shall be qualified and eligible under this  Article VII.



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. 


54





 



        Thereupon
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in aggregate principal
amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 



        If
the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee. 


        SECTION
7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and
in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the
Trustee shall have. 


        SECTION
7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b); PROVIDED, HOWEVER, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. If at any time the Trustee shall cease to be eligible in accordance with this Section, it shall
resign promptly in the manner and with the effect specified in this Article VII. 


        SECTION
7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 


 
 

ARTICLE VIII
  
    DISCHARGE OF INDENTURE; DEFEASANCE    
  



        SECTION 8.01. DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III and the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption 


55





 




date (other than Securities replaced pursuant to Section 2.09), and if in either case the Company pays all other sums payable hereunder, then
this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, as the case may be. 



        (b)  Subject
to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture ("Legal Defeasance Option") or (ii) its obligations under  Sections 4.02,
 4.03, 4.04,  4.05, 4.06, 4.07,  4.08, 4.09, 4.10, 4.13  and 4.14, the operation of Sections 6.01(d) (to the extent relating to such
other Sections), 6.01(e), 6.01(f), 6.01(g),  6.01(h),
6.01(i) and 6.01(j), the obligations under  Sections 5.01(f), 5.01(g)
and the related operation of  Section 6.01(c) ("Covenant Defeasance Option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option. 




        If
the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(c) and  6.01(d) (with respect to the
provisions of Articles IV and V  referred to in the immediately preceding paragraph) and Sections 6.01(e),
 6.01(f), 6.01(g), 6.01(h) and  6.01(i). If the Company
exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released
from all its obligations under its Subsidiary Guarantee. 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 



        (c)  Notwithstanding
clauses (a) and (b) above, the Company's obligations in Sections 2.03,  2.04, 2.05, 2.06,  2.07, 2.08, 2.09,  7.07, 7.08, 8.05 and 8.06
shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and  8.05 shall
survive. 




        SECTION
8.02. CONDITIONS TO DEFEASANCE. The Company may exercise its legal defeasance option or its covenant defeasance option only if: 



        (a)  the
Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to
maturity or redemption, as the case may be; 


        (b)  the
Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal
and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be; 


        (c)  123 days
pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f)  or (g) with respect to the Company occurs which
is continuing at the end of the period; 


        (d)  the
deposit does not constitute a default under any other agreement binding on the Company; 


        (e)  the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940; 


        (f)    in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (A) the
Company has received 



56





 





from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable United States Federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for United States Federal income tax
purposes as a result of such defeasance and will be subject to United States 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; 


        (g)  in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the
Securityholders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such covenant defeasance and will be subject to United States Federal income tax on
the same amount, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred; and 


        (h)  the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Securities as contemplated by this Article VIII have been complied with. 




        Before
or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with  Article III. 



        SECTION
8.03. APPLICATION OF TRUST MONEY. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this  Article VIII. It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities. 


        SECTION
8.04. REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.
Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors. 


        SECTION
8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S. Government Obligations. 


        SECTION
8.06. REINSTATEMENT. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this  Article VIII by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article VIII; PROVIDED, HOWEVER, that, if the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent. 


57





 


 
 

ARTICLE IX
  
    AMENDMENTS    
  


        SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any
Securityholder: 



        (a)  to
cure any ambiguity, omission, defect or inconsistency; 


        (b)  to
comply with Article V; 


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


        (d)  to
add or to remove Subsidiary Guarantors when permitted by the terms hereof, or to secure the Securities; 


        (e)  to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; 



        (f)    to
comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; or 


        (g)  to
make any change that does not adversely affect the rights of any Securityholder in any material respect. 




        After
an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 



        SECTION
9.02. WITH CONSENT OF HOLDERS. The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities. However, without the consent of each Securityholder affected thereby an amendment or waiver may not: 



        (a)  reduce
the amount of Securities whose Holders must consent to an amendment or waiver; 



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


        (c)  reduce
the principal of or extend the Stated Maturity of any Security; 


        (d)  reduce
the premium payable upon the redemption or repurchase of any Security in accordance with Article III or  Section 4.06 or 4.09; 


        (e)  at
any time after a Change of Control or an Asset Sale has occurred, change the time at which the Change of Control Offer or Prepayment Offer relating thereto must be
made or at which the Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; 


        (f)    make
any Security payable in a currency other than that stated in the Security; 


        (g)  make
any change in any Subsidiary Guarantee that would adversely affect the Securityholders; 


        (h)  impair
the right of any Holder to institute suit for enforcement of any payment on or with respect to such Holder's Securities or any Subsidiary Guarantee; 



        (i)    release
any security that may have been granted to the Trustee in respect of the Securities; 


        (j)    make
any change in Section 6.04 or 6.07 or the second sentence of
this Section; and 



58





 




        (k)  cause
the Company or any Subsidiary Guarantor to be required to make any deduction or withholding from payments made under or with respect to the Securities or any
Subsidiary Guarantee. 




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


        After
an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 


        SECTION
9.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect. 


        SECTION
9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver
becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the
Trustee. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at
such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 


        SECTION
9.05. NOTATION ON OR EXCHANGE OF SECURITIES. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange
for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment. 


        SECTION
9.06. TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any amendment authorized pursuant to this Article IX if such
amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel of the Company stating that such amendment is authorized or permitted by this Indenture. 


        SECTION
9.07. PAYMENT FOR CONSENT. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is
offered 


59





 




to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 


 
 

ARTICLE X
  
    SUBSIDIARY GUARANTEES    
  


        SECTION 10.01. SUBSIDIARY GUARANTEE. Each Subsidiary Guarantor, if any, hereby unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns, (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each
Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary
Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. 


        Each
Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each
Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise;
(ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other
agreement; (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of such Subsidiary Guarantor. 



        Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. 


        Except
as expressly set forth in Sections 8.01(b), 10.03 and  10.07, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other
agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor
as a matter of law or equity. 


        Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 


60





 



        In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon
the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (A) the unpaid amount of such Obligations, (B) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law)
and (C) all other monetary Obligations of the Company to the Holders and the Trustee. 


        Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all
Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article VI for the purposes of such Subsidiary Guarantor's Subsidiary Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such
obligations as
provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for
the purposes of this Section. 


        Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under
this Section. 


        SECTION
10.02. CONTRIBUTION. Each of the Company and any Subsidiary Guarantor (each a "Contributing Party") agrees that, in the event a
payment shall be made by any Subsidiary Guarantor under its Subsidiary Guarantee (the "Claiming Guarantor"), each Contributing Party shall indemnify the
Claiming Guarantor in an amount equal to the amount of such payment multiplied by a fraction, the numerator of which shall be the net worth of the Contributing Party on the date hereof and the
denominator of which shall be the aggregate net worth of the Company and all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant
to Section 9.01, the date of the amendment hereto executed and delivered by such Subsidiary Guarantor). 



        SECTION
10.03. SUCCESSORS AND ASSIGNS. This Article X shall be binding upon the Company and each Subsidiary Guarantor, if any, and
each of their respective successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture. 


        SECTION
10.04. NO WAIVER. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this  Article X shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either
may have under this Article X at law, in equity, by statute or otherwise. 


        SECTION
10.05. MODIFICATION. No modification, amendment or waiver of any provision of this Article X, nor the consent to any
departure by the Company or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company or any Subsidiary Guarantor in any case shall entitle the Company or such Subsidiary
Guarantor to any other or further notice or demand in the same, similar or other circumstances. 


61





 



        SECTION
10.06. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE SUBSIDIARY GUARANTORS. Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to  Section 4.13 shall promptly execute and
deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which
such Subsidiary shall become a Subsidiary Guarantor under this Article X and shall guarantee the Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered
by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to
the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms. 


 
 

ARTICLE XI
  
    MISCELLANEOUS    
  


        SECTION 11.01. TRUST INDENTURE ACT CONTROLS. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control. 


        SECTION
11.02. NOTICES. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person
or by mail promptly thereafter) and addressed as follows: 


        if
to the Company or any Subsidiary Guarantor: 



	Forest Oil Corporation

1600 Broadway

Suite 2200

Denver, CO 80202-4722

Telecopy No: (303) 812-1510

Attention of Newton W. Wilson, III	 






        if
to the Trustee: 



	State Street Bank and

Trust Company

Goodwin Square

225 Asylum Street; 23rd Floor

Hartford, CT 06103

Attention of Corporate Trust Department	 






        The
Company or any Subsidiary Guarantor, on the one hand, or the Trustee, on the other hand, by notice to the other may designate additional or different addresses for subsequent notices
or communications. 


        Any
notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 


62





 



        SECTION
11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights
under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 


        SECTION
11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee: 



        (a)  an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and 



        (b)  an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 




        SECTION
11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall
include: 



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



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


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


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




        SECTION
11.06. WHEN SECURITIES DISREGARDED. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to
be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 



        SECTION
11.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Paying Agent and any
co-registrar may make reasonable rules for their functions. 


        SECTION
11.08. LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or the city in which
the Trustee's office which administers the Indenture is located. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 



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


63





 



        SECTION
11.10. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 


        SECTION
11.11. SUCCESSORS. All agreements of the Company in this Indenture and the Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind its
successors. 


        SECTION
11.12. MULTIPLE ORIGINALS. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture. 


        SECTION
11.13. TABLE OF CONTENTS; HEADINGS. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 


        SECTION
11.14. CONSENT TO JURISDICTION AND SERVICE. The Company irrevocably submits to the jurisdiction of any United States federal or state court located in the Borough of Manhattan in
The City of New York, New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law,
any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has
been
brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be
enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, PROVIDED that service of process is effected upon the Company in the manner specified in  Section 11.14(b)
hereof or as otherwise permitted by law. 



        (a)  As
long as any of the Securities remain outstanding, the Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York, New York
upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture or any Security. Service of process upon such agent shall be deemed in every respect
effective service of process upon the Company in any such legal action or proceeding. The Company hereby irrevocably appoints CT Corporation System, whose address is, as of the date hereof, 1633
Broadway, New York, New York 10019, as its agent for such purpose and covenants and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such
agent at said address (or at such other address in the Borough of Manhattan, The City of New York, New York as the Company may designate by written notice to the Trustee). 



        (b)  The
Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 11.14(a)  and Section 11.14(b) hereof by service upon such agent. The Company irrevocably waives, to the fullest extent permitted
by law, all claim of error by reason of any such service and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action
or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service. 



        (c)  Nothing
in this Section shall affect the right of the Trustee or any Holder to serve process in any manner permitted by law or limit the right of the Trustee to bring
proceedings against the Company in the courts of any jurisdiction or jurisdictions. 



64





 





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



	 	 	FOREST OIL CORPORATION
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	
 Name:

Title:
	

 	
 	

 	
 	

 
	 	 	STATE STREET BANK AND TRUST

COMPANY, as Trustee
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	
 Name:

Title:




65






  



 
 

EXHIBIT A    
  


[FORM
OF FACE OF INITIAL SECURITY AND ADDITIONAL SECURITY] 


[Applicable
Restricted Securities Legend]

[Depository Legend, if applicable] 



	No. [    ]	Principal Amount $[                        ], as

revised by the Schedule of Increases and

Decreases in Global Security attached hereto




        CUSIP
NO.                       

ISIN:            


        73/4%
Senior Note due 2014 


        FOREST
OIL CORPORATION, a New York corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of
[                        ] Dollars, as
revised by the Schedule of Increases and Decreases in Global Security attached hereto, on May 1, 2014. 


Interest
Payment Dates: May 1 and November 1. 


Record
Dates: April 15 and October 15. 


Additional
provisions of this Security are set forth on the other side of this Security. 


Dated:
[                        ], 2002 



	 	 	 	FOREST OIL CORPORATION
	

 	

 	
 	

 	

 
	 	 	 	By:	 
	 	 	 	 	
 Name:

Title:
	CORPORATE SEAL	 	 	 
	

TRUSTEE'S CERTIFICATE OF

AUTHENTICATION	
 	

 	

 
	

STATE STREET BANK AND

TRUST COMPANY,

as Trustee, certifies

that this is one of the Securities

referred to in the Indenture.	
 	

 	

 
	

By:	

 	
 	

 	

 
	 	
 Authorized Signatory	 	 	 
	

SEAL	
 	

 	

 




A-1





 
        [FORM
OF REVERSE SIDE OF INITIAL SECURITY AND ADDITIONAL SECURITY] 


        73/4%
Senior Note Due 2014 



1.    INTEREST  


        Forest Oil Corporation, a New York corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest
semiannually on May 1 and November 1 of each year beginning on November 1, 2002. Interest on the Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from April 25, 2002. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 


        If
(i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with
the SEC on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration
Statement is not declared effective within 60 days of the Shelf Filing Date, (iii) the Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or
(iv) the Shelf Registration Statement is filed and declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company
is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in
clauses (i) through (iv), a "Registration Default"), the Company will be obligated to pay additional interest to each Holder of Transfer
Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such
Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Exchange Offer is consummated,
(iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration
Defaults, the accrual of additional interest will cease. Capitalized terms used in this paragraph, but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange and
Registration Rights Agreement, [dated as of April 25, 2002 (the "Registration Rights Agreement"), among the Company, Salomon Smith
Barney Inc., BMO Nesbitt Burns Corp. and TD Securities (USA) Inc. The Holder of this Security is entitled to the
benefits of the Registration Rights Agreement].[for Additional Securities, replace with relevant description of Registration Rights Agreement] 



2.    METHOD OF PAYMENT  


        The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on
the April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must
surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of Securities (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
holders thereof or, if no U.S. dollar account maintained by the payee with a bank in the United States is designated by any holder to the Trustee or the Paying Agent at least 30 days prior to
the relevant due date for payment (or such other date as the Trustee may accept in its discretion), by mailing a check to the registered address of such holder. The Company will pay principal,
premium, if any, and interest on the Securities and the Securities will be transferable at 


A-2





 




the office or agency designated by the Company within the City and State of New York. In addition, in the event the Securities do not remain in book-entry form, the Company may pay
interest, at its option, by check mailed to the registered holders of the Securities at their registered addresses as set forth in the Security Register. No service charge will be made for any
transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be payable in connection therewith. 


3.    PAYING AGENT AND REGISTRAR  


        Initially, State Street Bank and Trust Company (the "Trustee") will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar. 


4.    INDENTURE  


        The Company issued the Securities under an Indenture dated as of April 25, 2002 (the "Indenture"), between
the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa - 77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 


        The
Securities are general unsecured obligations of the Company including (a) $150,000,000 aggregate principal amount of Securities being offered on the Issue Date (subject to  Section 2.09 of the
Indenture) and (b) any Additional Securities. The Initial Securities, Additional Securities, and Exchange Securities
will be treated as a single class of securities under the Indenture. This Security is one of the [Initial] [Additional] Securities referred to in the
Indenture. The Indenture will contain certain covenants that, among other things, will limit (i) the incurrence of additional indebtedness by the Company and its Restricted Subsidiaries (as
defined), (ii) the payment of dividends and other restricted payments by the Company and its Restricted Subsidiaries, (iii) the creation of restrictions on distributions from Restricted
Subsidiaries, (iv) asset sales, (v) transactions with affiliates, (vi) sales or issuances of Restricted Subsidiary capital stock, (vii) the incurrence of liens and
(viii) mergers and consolidations. All such limitations and prohibitions, however, are subject to a number of important qualifications and exceptions. Certain of the covenants under the
Indenture will be terminated as provided in the Indenture in the event the Securities have achieved an Investment Grade Rating and the obligations under the Bank Credit Facilities cease to be secured,  provided that no Default or Event of Default shall have occurred and be continuing. 


        To
guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities
when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors, if any, will
guarantee the Obligations on a senior basis pursuant to the terms of the Indenture. 


5.    OPTIONAL REDEMPTION  


        The Securities will not be redeemable prior to May 1, 2007. The Securities are redeemable, at the option of the Company, at any time on or after
May 1, 2007 in whole, or from time to time in part, upon not less than 30 and not more than 60 days' prior notice mailed to each Holder of Securities to be so redeemed at such Holder's
registered address, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and additional interest, if any, 


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on the Securities being redeemed, to the date of redemption, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2007	 	103.875	%
	2008	 	102.583	%
	2009	 	101.292	%
	2010 and thereafter	 	100.000	%.






        In
the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then by lot, provided that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000. If any
Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on
Securities or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (or, if applicable, segregated and held in trust) money sufficient to
pay the redemption price of, and accrued interest on, all the Securities which are to be redeemed on such date. 


6.    PUT PROVISIONS  


        Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a
repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of
record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 


7.    DENOMINATIONS; TRANSFER; EXCHANGE  


        The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 


8.    PERSONS DEEMED OWNERS  


        The registered Holder of this Security may be treated as the owner of it for all purposes. 



9.    UNCLAIMED MONEY  


        If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


A-4





 



10.  DISCHARGE AND DEFEASANCE  


        Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 


11.  AMENDMENT, WAIVER  


        Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority
in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the
Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article V of the Indenture, or to provide
for uncertificated
Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to add additional covenants or surrender rights
and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights
of any Securityholder. 


12.  DEFAULTS AND REMEDIES  


        The Securities shall be subject to the Events of Default set forth in Article VI of the Indenture. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. 


13.  TRUSTEE DEALINGS WITH THE COMPANY  


        Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have
if it were not Trustee. 



14.  NO RECOURSE AGAINST OTHERS  


        A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the Securities. 



15.  AUTHENTICATION  


        This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the
other side of this Security. 


16.  ABBREVIATIONS  


        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with 


A-5





 




rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 


17.  CUSIP NUMBERS  


        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


18.  GOVERNING LAW  


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


        THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:



	ATTENTION OF:	 	Forest Oil Corporation

1600 Broadway, Suite 2200

Denver, CO 80202-4722





A-6





 
 
 

ASSIGNMENT FORM    
  


To
assign this Security, fill in the form below: 


I
or we assign and transfer this Security to 



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

 (Insert assignee's soc. sec. or tax I.D. No.)






and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 



	

	

Date:	
 	

 	
 	

Your signature:	

 
	 	 	
	 	 	






	

Signature Guarantee:	
 	

 
	 	 	
 (Signature must be guaranteed)
	

 Sign exactly as your name appears on the other side of this Security.







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


In
connection with any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of
such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being: 


        CHECK
ONE BOX BELOW: 



	1	 	o	 	acquired for the undersigned's own account, without transfer; or
	

2	
 	

o	
 	

transferred to the Company; or
	

3	
 	

o	
 	

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
	

4	
 	

o	
 	

transferred pursuant to an effective registration statement under the Securities Act; or
	

5	
 	

o	
 	

transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	

6	
 	

o	
 	

transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which
letter appears as Section 2.07 of the Indenture); or
	

7	
 	

o	
 	

transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.





Unless
one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof;  provided, however,
 that if box (5), (6) or (7) is checked, the Trustee or the Company may require, prior to registering any such transfer
of the Securities, in their sole discretion, such legal opinions, certifications 


A-7





 




and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 



	 	 	
 Signature
	

Signature Guarantee:	
 	

 
	



	
 	

 
	
 (Signature must be guaranteed)	 	
 Signature
	

 	
 	

 
	






The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


TO
BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 


        The
undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. 



	
 Dated:

	 	 




A-8





 
        [TO
BE ATTACHED TO GLOBAL SECURITIES] 


        SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
following increases or decreases in this Global Security have been made: 



	Date of

Exchange
	 	Amount of decrease in

Principal Amount of this

Global Security
	 	Amount of increase in

Principal Amount of this

Global Security
	 	Principal Amount of this

Global Security following such

decrease or increase
	 	Signature of authorized

signatory of Trustee or

Securities Custodian

	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 




A-9





 
        OPTION
OF HOLDER TO ELECT PURCHASE 



        If
you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09  of the Indenture, check either box: 



	 	 	o

4.06	 	o

4.09	 	 





        If
you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or  4.09 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $ 



	Date:	 	 	Your Signature	 
	 	
	 	 	
 (Sign exactly as your name appears on the other side of the Security)
	

 	

 	
 	

 	

 
	

Signature Guarantee:	
 	

 	

 
	 	 	 	
 (Signature must be guaranteed)







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


A-10








  



 
 

EXHIBIT B    
  


[FORM
OF FACE OF EXCHANGE SECURITY] 


[Depository
Legend, if applicable] 



	No. [    ]	Principal Amount $[            ], as

revised by the Schedule of Increases and

Decreases in Global Security attached hereto




        CUSIP
NO.                       

ISIN:            


        73/4%
Senior Notes due 2014 


        FOREST
OIL CORPORATION, a New York corporation, promises to pay to [            ], or registered assigns, the principal sum of
[            ] Dollars, as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on May 1, 2014. 



Interest
Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15 




        Additional
provisions of this Security are set forth on the other side of this Security. 


Dated:            ,
20    



	 	 	 	 	FOREST OIL CORPORATION
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	
 Name:

Title:
	CORPORATE SEAL	 	 	 	 
	

TRUSTEE'S CERTIFICATE OF

AUTHENTICATION	
 	

 	
 	

 
	

STATE STREET BANK AND

TRUST COMPANY

as Trustee, certifies

that this is one of the Securities

referred to in the Indenture.	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Authorized Signatory	 	 	 	 
	

SEAL	
 	

 	
 	

 




B-1





 
        [FORM
OF REVERSE SIDE OF EXCHANGE SECURITY] 


        73/4%
Senior Note Due 2014 



1.    INTEREST  


        Forest Oil Corporation, a New York corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest
semiannually on May 1 and November 1 of each year beginning on November 1, 2002. Interest on the Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from April 25, 2002. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 


2.    METHOD OF PAYMENT  


        The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on
the April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must
surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of Securities (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
holders thereof or, if no U.S. dollar account maintained by the payee with a bank in the United States is designated by any holder to the Trustee or the Paying Agent at least 30 days prior to
the relevant due date for payment (or such other date as the Trustee may accept in its discretion), by mailing a check to the registered address of such holder. The Company will pay principal,
premium, if any, and interest on the Securities and the Securities will be transferable at the office or agency designated by the Company within the City and State of New York. In addition, in the
event the Securities do not remain in book-entry form, the Company may pay interest, at its option, by check mailed to the registered holders of the Securities at their registered
addresses as set forth in the Security Register. No service charge will be made for any transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be payable in connection therewith. 


3.    PAYING AGENT AND REGISTRAR  


        Initially, State Street Bank and Trust Company (the "Trustee") will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar. 


4.    INDENTURE  


        The Company issued the Securities under an Indenture dated as of April 25, 2002 (the "Indenture"), between
the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 


B-2





 



        The
Securities are general unsecured obligations of the Company including (a) $150,000,000 aggregate principal amount of Securities being offered on the Issue Date (subject to  Section 2.09 of the
Indenture) and (b) any Additional Securities. The Initial Securities, Additional Securities, and Exchange Securities
will be treated as a single class of securities under the Indenture. This Security is one of the Exchange Securities referred to in the Indenture. The Indenture will contain certain covenants that,
among other things, will limit (i) the incurrence of additional indebtedness by the Company and its Restricted Subsidiaries (as defined), (ii) the payment of dividends and other
restricted payments by the Company and its Restricted Subsidiaries, (iii) the creation of restrictions on distributions from Restricted Subsidiaries, (iv) asset sales,
(v) transactions with affiliates, (vi) sales or issuances of Restricted Subsidiary capital stock, (vii) the incurrence of liens and (viii) mergers and consolidations. All
such limitations and prohibitions, however, are subject to a number of important qualifications and exceptions. Certain of the covenants under the Indenture will be terminated as provided in the
Indenture in the event the Securities have achieved an Investment Grade Rating and the obligations under the Bank Credit Facilities cease to be secured, provided  that no Default or Event of Default
shall have occurred and be continuing. 


        To
guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities
when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors, if any, will
guarantee the Obligations on a senior basis pursuant to the terms of the Indenture. 



5.    OPTIONAL REDEMPTION  


        The Securities will not be redeemable prior to May 1, 2007.    The Securities are redeemable, at the option of the Company, at any time on or
after May 1, 2007 in whole, or from time to time in part, upon not less than 30 and not more than 60 days' prior notice mailed to each Holder of Securities to be so redeemed at such
Holder's registered address, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and additional interest, if any, on the
Securities being redeemed, to the date of redemption, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2007	 	103.875	%
	2008	 	102.583	%
	2009	 	101.292	%
	2010 and thereafter	 	100.000	%.






        In
the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are not so listed, then by lot, provided that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000. If any
Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the redemption date, interest will cease to accrue on
Securities or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (or, if applicable, segregated and held in trust) money sufficient to
pay the redemption price of, and accrued interest on, all the Securities which are to be redeemed on such date. 


B-3





 



6.    PUT PROVISIONS  


        Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a
repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of
record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 



7.    DENOMINATIONS; TRANSFER; EXCHANGE  


        The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of
the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 


8.    PERSONS DEEMED OWNERS  


        The registered Holder of this Security may be treated as the owner of it for all purposes. 


9.    UNCLAIMED MONEY  


        If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


10.  DISCHARGE AND DEFEASANCE  


        Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 



11.  AMENDMENT, WAIVER  


        Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority
in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the
Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article V of the Indenture, or to provide
for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Securityholder. 


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12.  DEFAULTS AND REMEDIES  


        The Securities shall be subject to the Events of Default set forth in Article VI of the Indenture. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. 



13.  TRUSTEE DEALINGS WITH THE COMPANY  


        Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have
if it were not Trustee. 


14.  NO RECOURSE AGAINST OTHERS  


        A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the Securities. 


15.  AUTHENTICATION  


        This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the
other side of this Security. 


16.  ABBREVIATIONS  


        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 


17.  CUSIP NUMBERS  


        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


18.  GOVERNING LAW.  


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


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        THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:



	ATTENTION OF:	 	Forest Oil Corporation

1600 Broadway, Suite 2200

Denver, CO 80202-4722





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ASSIGNMENT FORM    
  


To
assign this Security, fill in the form below: 


I
or we assign and transfer this Security to 



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

 (Insert assignee's soc. sec. or tax I.D. No.)






and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 



	

	

Date:	
 	

 	
 	

Your signature:	

 
	 	 	
	 	 	






	

Signature Guarantee:
	 	 	
 (Signature must be guaranteed)
	

 Sign exactly as your name appears on the other side of this Security.







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


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        [TO
BE ATTACHED TO GLOBAL SECURITIES] 


        SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
following increases or decreases in this Global Security have been made: 



	Date of

Exchange
	 	Amount of decrease in

Principal Amount of this

Global Security
	 	Amount of increase in

Principal Amount of this

Global Security
	 	Principal Amount of this

Global Security following such

decrease or increase
	 	Signature of authorized

signatory of Trustee or

Securities Custodian

	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 




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OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09  of the Indenture, check either box: 



	 	 	o

4.06	 	o

4.09	 	 





        If
you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or  4.09 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $ 



	Date:	 	 	Your Signature	 
	 	
	 	 	
 (Sign exactly as your name appears on the other side of the Security)
	

 	

 	
 	

 	

 





	

Signature Guarantee:
	 	 	
 (Signature must be guaranteed)







The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad


B-9








  



 
 

EXHIBIT C    
  


 
 

FORM OF SUPPLEMENTAL INDENTURE    
  


        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as
of                        , among [SUBSIDIARY GUARANTOR] (the "New Subsidiary
Guarantor"), a subsidiary of Forest Oil Corporation (or its successor), a New York corporation (the "Company"), FOREST OIL CORPORATION, on behalf of itself and the Subsidiary Guarantors (the "Existing
Subsidiary Guarantors") under the Indenture referred to below, and STATE STREET BANK AND TRUST COMPANY, as trustee under the indenture referred to below (the "Trustee"). 


W I T N E S S E T H:  


        WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the "Indenture") dated as of April 25, 2002, providing for the
issuance of 73/4% Senior Notes due 2014 (the "Securities"). 


        WHEREAS
Section 4.13 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee
a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company's obligations under the Securities pursuant to a Subsidiary Guarantee on the
terms and conditions set forth herein; and 


        WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental
Indenture; 


        NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company,
the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 



        1.    AGREEMENT
TO GUARANTEE. The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to unconditionally guarantee the Company's
obligations under the Securities on the terms and to be bound by all other applicable provisions of the Indenture. 


        2.    RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 



        3.    GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


        4.    TRUSTEE
MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 


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


        6.    EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not effect the construction thereof. 


C-1





 



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



	 	 	[NEW SUBSIDIARY GUARANTOR],
	

 	
 	

By	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

FOREST OIL CORPORATION,
	

 	
 	

By	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

STATE STREET BANK AND TRUST

COMPANY, as Trustee,
	

 	
 	

By	
 	

 
	 	 	 	 	
 Name:

Title:




C-2









QuickLinks



Exhibit 4.6


INDENTURE Dated as of April 25, 2002

Table of Contents

CROSS-REFERENCE TABLE


ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE


ARTICLE II THE SECURITIES


ARTICLE III REDEMPTION

ARTICLE IV COVENANTS


ARTICLE V SUCCESSOR COMPANY

ARTICLE VI DEFAULTS AND REMEDIES


ARTICLE VII TRUSTEE

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE

ARTICLE IX AMENDMENTS

ARTICLE X SUBSIDIARY GUARANTEES

ARTICLE XI MISCELLANEOUS




EXHIBIT A


ASSIGNMENT FORM




EXHIBIT B


ASSIGNMENT FORM




EXHIBIT C


FORM OF SUPPLEMENTAL INDENTURE