exv4w1






Exhibit 4.1




TREEHOUSE FOODS, INC.




and the Subsidiary Guarantors party hereto



To



WELLS FARGO BANK, NATIONAL ASSOCIATION



Trustee



INDENTURE



Dated as of March 2, 2010



 









 





CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318,

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:




	 	 	 	 	 	 
	TRUST INDENTURE	 	INDENTURE
	ACT SECTION	 	 	SECTION(S)	 
	Section 310 
	(a)(1)
	 	 	609	 
		(a)(2)
	 	 	609	 
		(a)(3)
	 	 	Not Applicable	 
		(a)(4)
	 	 	Not Applicable	 
		(b)
	 	 	608, 610	 
	Section 311 
	(a)
	 	 	613	 
		(b)
	 	 	613	 
	Section 312
	(a)
	 	 	701, 702	 
		(b)
	 	 	702	 
		(c)
	 	 	702	 
	Section 313
	(a)
	 	 	703	 
		(b)
	 	 	703	 
		(c)
	 	 	703	 
		(d)
	 	 	703	 
	Section 314
	(a)
	 	 	704	 
		(a)(4)
	 	 	101, 1004	 
		(b)
	 	 	Not Applicable	 
		(c)(1)
	 	 	102	 
		(c)(2)
	 	 	102	 
		(c)(3)
	 	 	Not Applicable	 
		(d)
	 	 	Not Applicable	 
		(e)
	 	 	102	 
	Section 315
	(a)
	 	 	601	 
		(b)
	 	 	602	 
		(c)
	 	 	601	 
		(d)
	 	 	601	 
		(e)
	 	 	514	 
	Section 316
	(a)
	 	 	101	 
		(a)(1)(A)
	 	 	502, 512	 
		(a)(1)(B)
	 	 	513	 
		(a)(2)
	 	 	Not Applicable	 
		(b)
	 	 	508	 
		(c)
	 	 	104	 
	Section 317
	(a)(1)
	 	 	503	 
		(a)(2)
	 	 	504	 
		(b)
	 	 	1003	 
	Section 318
	(a)
	 	 	107	 





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




 









 





TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	SECTION 101.	 	Definitions
	 	 	1	 
	SECTION 102.	 	Compliance Certificates and Opinions
	 	 	8	 
	SECTION 103.	 	Form of Documents Delivered to Trustee
	 	 	9	 
	SECTION 104.	 	Acts of Holders; Record Dates
	 	 	9	 
	SECTION 105.	 	Notices, Etc., to Trustee and Company
	 	 	11	 
	SECTION 106.	 	Notice to Holders; Waiver
	 	 	11	 
	SECTION 107.	 	Conflict with Trust Indenture Act
	 	 	12	 
	SECTION 108.	 	Effect of Headings and Table of Contents
	 	 	12	 
	SECTION 109.	 	Successors and Assigns
	 	 	12	 
	SECTION 110.	 	Separability Clause
	 	 	12	 
	SECTION 111.	 	Benefits of Indenture
	 	 	12	 
	SECTION 112.	 	Governing Law; Waiver of Trial by Jury
	 	 	12	 
	SECTION 113.	 	Legal Holidays
	 	 	13	 
	SECTION 114.	 	Counterparts
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE TWO	 	SECURITY FORMS
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	SECTION 201.	 	Forms Generally
	 	 	13	 
	SECTION 202.	 	Form of face of Security
	 	 	14	 
	SECTION 203.	 	Form of Reverse of Security
	 	 	15	 
	SECTION 204.	 	Form of Notation of Subsidiary Guarantee
	 	 	21	 
	SECTION 205.	 	Form of Legend for Global Securities
	 	 	21	 
	SECTION 206.	 	Form of Trustee’s Certificate of Authentication
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE THREE	 	THE SECURITIES
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	SECTION 301.	 	Amount Unlimited; Issuable in Series
	 	 	22	 
	SECTION 302.	 	Denominations
	 	 	26	 
	SECTION 303.	 	Execution, Authentication, Delivery and Dating
	 	 	26	 
	SECTION 304.	 	Temporary Securities
	 	 	28	 
	SECTION 305.	 	Registration, Registration of Transfer and Exchange
	 	 	29	 
	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	31	 
	SECTION 307.	 	Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	 	 	32	 
	SECTION 308.	 	Optional Extension of Maturity
	 	 	34	 
	SECTION 309.	 	Persons Deemed Owners
	 	 	35	 
	SECTION 310.	 	Cancellation
	 	 	36	 
	SECTION 311.	 	Computation of Interest; Usury Not Intended
	 	 	36	 
	SECTION 312.	 	CUSIP or ISIN Numbers
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FOUR	 	SATISFACTION AND DISCHARGE
	 	 	37	 






 









 





TABLE OF CONTENTS

(Continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	SECTION 401.	 	Satisfaction and Discharge of Indenture
	 	 	37	 
	SECTION 402.	 	Application of Trust Money
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FIVE	 	REMEDIES
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	SECTION 501.	 	Events of Default
	 	 	38	 
	SECTION 502.	 	Acceleration of Maturity; Rescission and Annulment
	 	 	40	 
	SECTION 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	42	 
	SECTION 504.	 	Trustee May File Proofs of Claim
	 	 	42	 
	SECTION 505.	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	43	 
	SECTION 506.	 	Application of Money Collected
	 	 	43	 
	SECTION 507.	 	Limitation on Suits
	 	 	43	 
	SECTION 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	44	 
	SECTION 509.	 	Restoration of Rights and Remedies
	 	 	44	 
	SECTION 510.	 	Rights and Remedies Cumulative
	 	 	44	 
	SECTION 511.	 	Delay or Omission Not Waiver
	 	 	44	 
	SECTION 512.	 	Control by Holders
	 	 	45	 
	SECTION 513.	 	Waiver of Past Defaults
	 	 	45	 
	SECTION 514.	 	Undertaking for Costs
	 	 	45	 
	SECTION 515.	 	Waiver of Usury, Stay or Extension Laws
	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE SIX	 	THE TRUSTEE
	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	SECTION 601.	 	Certain Duties and Responsibilities
	 	 	46	 
	SECTION 602.	 	Notice of Defaults
	 	 	46	 
	SECTION 603.	 	Certain Rights of Trustee
	 	 	47	 
	SECTION 604.	 	Not Responsible for Recitals or Issuance of Securities
	 	 	48	 
	SECTION 605.	 	May Hold Securities
	 	 	48	 
	SECTION 606.	 	Money Held in Trust
	 	 	49	 
	SECTION 607.	 	Compensation and Reimbursement
	 	 	49	 
	SECTION 608.	 	Conflicting Interests
	 	 	50	 
	SECTION 609.	 	Corporate Trustee Required; Eligibility
	 	 	50	 
	SECTION 610.	 	Resignation and Removal; Appointment of Successor
	 	 	50	 
	SECTION 611.	 	Acceptance of Appointment by Successor
	 	 	51	 
	SECTION 612.	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	52	 
	SECTION 613.	 	Preferential Collection of Claims Against Company and Subsidiary Guarantors
	 	 	53	 
	SECTION 614.	 	Appointment of Authenticating Agent
	 	 	53	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE SEVEN	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	55	 
	 	 	 	 	 
	 	 	 	 
	SECTION 701.	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	55	 






 









 





TABLE OF CONTENTS

(Continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	SECTION 702.	 	Preservation of Information; Communications to Holders
	 	 	55	 
	SECTION 703.	 	Reports by Trustee
	 	 	55	 
	SECTION 704.	 	Reports by Company and Subsidiary Guarantors
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE EIGHT	 	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	SECTION 801.	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	56	 
	SECTION 802.	 	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
	 	 	57	 
	SECTION 803.	 	Successor Substituted
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE NINE	 	SUPPLEMENTAL INDENTURES
	 	 	58	 
	 	 	 	 	 
	 	 	 	 
	SECTION 901.	 	Supplemental Indentures Without Consent of Holders
	 	 	58	 
	SECTION 902.	 	Supplemental Indentures With Consent of Holders
	 	 	60	 
	SECTION 903.	 	Execution of Supplemental Indentures
	 	 	61	 
	SECTION 904.	 	Effect of Supplemental Indentures
	 	 	61	 
	SECTION 905.	 	Conformity with Trust Indenture Act
	 	 	61	 
	SECTION 906.	 	Reference in Securities to Supplemental Indentures
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE TEN	 	COVENANTS
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1001.	 	Payment of Principal, Premium and Interest
	 	 	62	 
	SECTION 1002.	 	Maintenance of Office or Agency
	 	 	62	 
	SECTION 1003.	 	Money for Securities Payments to Be Held in Trust
	 	 	63	 
	SECTION 1004.	 	Statement by Officers as to Default
	 	 	64	 
	SECTION 1005.	 	Existence
	 	 	64	 
	SECTION 1006.	 	Waiver of Certain Covenants
	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE ELEVEN	 	REDEMPTION OF SECURITIES
	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1101.	 	Applicability of Article
	 	 	65	 
	SECTION 1102.	 	Election to Redeem; Notice to Trustee
	 	 	65	 
	SECTION 1103.	 	Selection by Trustee of Securities to Be Redeemed
	 	 	65	 
	SECTION 1104.	 	Notice of Redemption
	 	 	66	 
	SECTION 1105.	 	Deposit of Redemption Price
	 	 	67	 
	SECTION 1106.	 	Securities Payable on Redemption Date
	 	 	67	 
	SECTION 1107.	 	Securities Redeemed in Part
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE TWELVE	 	SINKING FUNDS
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1201.	 	Applicability of Article
	 	 	67	 
	SECTION 1202.	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	68	 
	SECTION 1203.	 	Redemption of Securities for Sinking Fund
	 	 	68	 






 









 





TABLE OF CONTENTS

(Continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE THIRTEEN	 	SUBSIDIARY GUARANTEES
	 	 	68	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1301.	 	Applicability of Article
	 	 	68	 
	SECTION 1302.	 	Subsidiary Guarantees
	 	 	69	 
	SECTION 1303.	 	Execution and Delivery of Notations of Subsidiary Guarantees
	 	 	70	 
	SECTION 1304.	 	Release of Subsidiary Guarantors
	 	 	71	 
	SECTION 1305.	 	Limitation on Liability
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FOURTEEN	 	REPAYMENT AT THE OPTION OF THE HOLDERS
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1401.	 	Applicability of Article
	 	 	71	 
	SECTION 1402.	 	Repayment of Securities
	 	 	71	 
	SECTION 1403.	 	Exercise of Option
	 	 	72	 
	SECTION 1404.	 	When Securities Presented for Repayment Become Due and Payable
	 	 	72	 
	SECTION 1405.	 	Securities Repaid in Part
	 	 	73	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FIFTEEN	 	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	73	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1501.	 	Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	73	 
	SECTION 1502.	 	Defeasance and Discharge
	 	 	73	 
	SECTION 1503.	 	Covenant Defeasance
	 	 	74	 
	SECTION 1504.	 	Conditions to Defeasance or Covenant Defeasance
	 	 	74	 
	SECTION 1505.	 	Acknowledgment of Discharge By Trustee
	 	 	76	 
	SECTION 1506.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions
	 	 	76	 
	SECTION 1507.	 	Reinstatement
	 	 	77	 
	SECTION 1508.	 	Qualifying Trustee
	 	 	77	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE SIXTEEN	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS, DIRECTORS AND EMPLOYEES
	 	 	77	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1601.	 	Exemption from Individual Liability
	 	 	77	 





SCHEDULE I — Subsidiary Guarantors




 









 





     INDENTURE (herein called this “Indenture”), dated as of March 2, 2010, among TreeHouse Foods,
Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at Two Westbrook Corporate Center, Suite 1070,
Westchester, Illinois 60154, each Subsidiary Guarantor (as hereinafter defined) and Wells Fargo
Bank, National Association, a national banking association, as Trustee (herein called the
“Trustee”).



RECITALS



     The Company and the Subsidiary Guarantors have duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (herein called the “Securities”) and Subsidiary Guarantees to be issued
in one or more series as in this Indenture provided.



     The Company and the Subsidiary Guarantors are members of the same consolidated group of
companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the
issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the
execution and delivery of this Indenture to provide for its full, unconditional and joint and
several guarantee of the Securities to the extent provided in or pursuant to this Indenture.



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



     SECTION 101. Definitions.



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




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




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




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States of
America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in



1









 







the United States of America at the date of such computation, provided that when two or
more principles are so generally accepted, it shall mean that set of principles consistent
with those in use by the Company;




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




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




     (6) words importing any gender include the other genders;




     (7) references to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to;




     (8) references to “writing” include printing, typing, lithography and other means of
reproducing words in a tangible, visible form;




     (9) the words “including,” “includes” and “include” shall be deemed to be followed by
the words “without limitation”; and




     (10) unless otherwise provided, references to agreements and other instruments shall be
deemed to include all amendments and other modifications to such agreements and instruments,
but only to the extent such amendments and other modifications are not prohibited by the
terms of this Indenture.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 104.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition,



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board and with respect to any Subsidiary Guarantor, the board of directors of
such Subsidiary Guarantor, any duly authorized committee of that board or any similar governing
body.



     “Board Resolution” means with respect to the Company or a Subsidiary Guarantor, a copy of a
resolution certified by the Corporate Secretary, an Assistant Corporate Secretary or an



2









 




Associate Secretary of the Company or such Subsidiary Guarantor, as the case may be, to have
been duly adopted by the Board of Directors, or such committee of the Board of Directors or
officers of the Company or any Subsidiary Guarantor to which authority to act on behalf of the
Board of Directors has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.




     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which the Trustee or banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close.



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



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



     “Company Request” or “Company Order” mean, respectively, a written request or order signed in
the name of the Company by its Chairman of the Board, its Chief Executive Officer, a Vice Chairman
of the Board, its Chief Financial Officer, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Corporate Secretary, an Assistant Corporate Secretary or an Associate
Secretary, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date hereof is located at 230
West Monroe Street, Suite 2900, Chicago, Illinois 60606, Attention: Corporate Trust Services,
except that, with respect to presentation of the Securities for payment or registration of
transfers or exchanges and the location of the Security Register and Security Registrar, such term
means the office or agency of the Trustee in Minneapolis, Minnesota, which at the date of original
execution of this Indenture is located at 608 Second Avenue South, N9303-121, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Operations.



     “Corporation” or “corporation” means a corporation, association, company, limited liability
company, joint-stock company or business or statutory trust.



     “Covenant Defeasance” has the meaning specified in Section 1503.



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



     “Defeasance” has the meaning specified in Section 1502.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.



3









 





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



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



     “Exchange Rate” has the meaning specified in Section 501.



     “Expiration Date” has the meaning specified in Section 104.



     “Extension Notice” has the meaning specified in Section 308.



     “Extension Period” has the meaning specified in Section 308.



     “Final Maturity” has the meaning specified in Section 308.



     “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 205 (or such legend as may be specified as contemplated
by Section 301 for such Securities).



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



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.



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



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



     “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.



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



     “Maximum Interest Rate” has the meaning specified in Section 311.



     “Notice of Default” means a written notice of the kind specified in Section 501(4).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, a Vice Chairman of the Board, the Chief Financial Officer, the President or a



4









 




Vice President, and by the Treasurer, an Assistant Treasurer, the Corporate Secretary, an
Assistant Corporate Secretary or an Associate Secretary of the Company or a Subsidiary Guarantor,
as the case may be, and delivered to the Trustee.




     “Opinion of Counsel” means as to the Company or a Subsidiary Guarantor, a written opinion of
counsel, who may be counsel for the Company or such Subsidiary Guarantor (and who may be an
employee of the Company or such Subsidiary Guarantor) as the case may be, or other counsel who
shall be acceptable to the Trustee, and delivered to the Trustee.



     “Optional Reset Date” has the meaning specified in Section 307(b).



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



     “Original Stated Maturity” has the meaning specified in Section 308.



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



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



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



     (3) Securities as to which Defeasance has been effected pursuant to Section 1502; and



     (4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed
to be Outstanding shall be the amount of the principal thereof which would be due and payable as of
such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 301, (C) the principal amount
of a Security denominated in one or more foreign currencies or currency units which shall be deemed
to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of



5









 




such Security (or, in the case of a Security described in Clause (A) or (B) above, of the
amount determined as provided in such Clause), and (D) Securities owned by the Company, any
Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any
Subsidiary Guarantor or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company, a Subsidiary Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, a Subsidiary Guarantor or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company. The Company initially authorizes
and appoints the Trustee as the Paying Agent for each series of the Securities.



     “Periodic Offering” means an offering of Securities of a series from time to time the specific
terms of which Securities, including the rate or rates of interest or formula for determining the
rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the Company upon the
issuance of such Securities.



     “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.



     “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.



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



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301.



     “Repayment Date” means, when used with respect to any Security to be repaid at the option of
the Holder, the date fixed for such repayment by or pursuant to this Indenture.



6









 





     “Reset Notice” has the meaning specified in Section 307(b).



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



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



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



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



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



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



     “Subsequent Interest Period” has the meaning specified in Section 307(b).



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Subsidiary Guarantee” means the guarantee of each Subsidiary Guarantor as provided in Article
Thirteen.



     “Subsidiary Guarantors” means (1) the subsidiaries listed in Schedule I hereto; (2)
each other Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with this
Indenture and (3) any successor of the foregoing, in each case (1), (2) and (3) until such
Subsidiary Guarantor ceases to be such in accordance with Section 1304 hereof.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, 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.



7









 





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



     “U.S. Government Obligation” has the meaning specified in Section 1504.



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



     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.



     SECTION 102. Compliance Certificates and Opinions.



     Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to
take any action under any provision of this Indenture, the Company and/or such Subsidiary
Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be
required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form
of an Officers’ Certificate, if to be given by an officer of the Company or a Subsidiary Guarantor,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture, other than an Officers’ Certificate required by Section 1004, shall include:




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




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




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




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



8









 





     SECTION 103. Form of Documents Delivered to Trustee.



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



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



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



     SECTION 104. Acts of Holders; Record Dates.



     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section 104.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.



     The ownership of Securities shall be proved by the Security Register.



9









 





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



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section
512, in each case with respect to Securities of such series. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be canceled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in



10









 




writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 106.




     With respect to any record date set pursuant to this Section 104, the party hereto which sets
such record dates may designate any day as the “Expiration Date” and from time to time may change
the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on
or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section 104, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



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



     SECTION 105. Notices, Etc., to Trustee and Company.



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




     (1) the Trustee by any Holder or by the Company or any Subsidiary Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services, or




     (2) the Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or via overnight delivery service, to the
Company addressed to the attention of the Treasurer of the Company at the address of the
Company’s principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Company and, in the case
of any Subsidiary Guarantor, to it at the address of the Company’s principal office
specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or
at any other address previously furnished in writing to the Trustee by such Subsidiary
Guarantor.



     SECTION 106. Notice to Holders; Waiver.



     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if



11









 




any), prescribed for the giving of such notice. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.




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



     SECTION 107. Conflict with Trust Indenture Act.



     If any provision of this Indenture limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the
Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.



     SECTION 108. Effect of Headings and Table of Contents.



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



     SECTION 109. Successors and Assigns.



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



     SECTION 110. Separability Clause.



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



     SECTION 111. Benefits of Indenture.



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



     SECTION 112. Governing Law; Waiver of Trial by Jury.



     THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF



12









 




THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.




     Each of the Company, each Subsidiary Guarantor and the Trustee irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture or the transactions contemplated hereby.



     SECTION 113. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this Section 113)) payment of
interest or principal (and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or at the
Stated Maturity, and no additional interest shall accrue as the result of such delayed payment.



     SECTION 114. Counterparts.



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



ARTICLE TWO

SECURITY FORMS



     SECTION 201. Forms Generally.



     The Securities of each series and, if applicable, the notations of Subsidiary Guarantees to be
endorsed thereon, and the Trustee’s certificate of authentication shall be in substantially the
form set forth in this Article Two, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with applicable tax laws or the
rules of any securities exchange or automated quotation system on which the Securities of such
series may be listed or traded or the rules of any Depositary therefor or as may, consistently
herewith, be determined to be appropriate by the officers executing such Securities or notations of
Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. If the form or
forms of Securities of any series are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.



13









 





     The definitive Securities of each series shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, or engraved on steel engraved borders, if
required by any securities exchange or automated quotation system on which the Securities of such
series may be listed or traded, or may be produced in any other manner permitted by the rules of
any securities exchange or automated quotation system on which the Securities of such series may be
listed or traded, all as determined by the officers executing such Securities, as evidenced by
their execution of such Securities.



     SECTION 202. Form of Face of Security.



[INSERT ANY APPLICABLE LEGENDS]



TREEHOUSE FOODS, INC.



(Title of Security)



			
	No.                     
	 	$                    






CUSIP No.                     




     TreeHouse Foods, Inc., a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                     , or
registered assigns, the principal sum of                      Dollars on                      [if the Security is to
bear interest prior to Maturity, insert —, and to pay interest thereon from                      or from the
most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on                      and                      in each year, commencing                     , at the rate of
___% per annum, until the principal hereof is paid or made available for payment [if applicable,
insert —, provided that any principal and premium, and any such installment of interest, which is
overdue shall bear interest at the rate of ___% per annum (to the extent permitted by applicable
law), from the dates such amounts are due until they are paid or made available for payment, and
such interest shall be payable on demand]. [If applicable, insert — The amount of interest payable
for any period shall be computed on the basis of twelve 30-day months
and a 360-day year. In the event that any date on
which interest is payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. A “Business Day” shall mean, when used with
respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or obligated by law or
executive order to close.] The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the                      or                      (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such



14









 




interest not so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in said Indenture.




     [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Paying Agent maintained for
that purpose, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert —; provided, however,
that at the option of the Company payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer in immediately available funds at such place and to such account as may be
designated in writing by the Person entitled thereto as specified in the Security Register at least
fifteen days prior to the relevant Interest Payment Date].



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



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



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



	 	 	 	 	 
	Dated:	TREEHOUSE FOODS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 
	Attest:
	 	 
	 
	 


	 	 





     SECTION 203. Form of Reverse of Security.




15









 






     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
[                    ] (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), among the Company, the Subsidiary Guarantors named therein and Wells Fargo Bank,
National Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if applicable, insert
—, limited in aggregate principal amount to $                    ; provided, however, that the authorized
aggregate principal amount of the Securities may be increased above such amount by a Board
Resolution to such effect].



     [If applicable, insert — The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on this Security may be reset by the Company on
                     (each an “Optional Reset Date”). The Company may exercise such option with respect to
this Security by providing the Trustee at least 50 but not more than 60 days prior to an Optional
Reset Date for this Security a notice (the “Reset Notice”) indicating that the Company has elected
to reset the interest rate (or the spread or spread multiplier used to calculate such interest
rate, if applicable), and (i) such new interest rate (or such new spread or spread multiplier, if
applicable), (ii) the provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of this Security (each such period a “Subsequent Interest Period”), including the date or
dates on which or the period or periods during which and the price or prices at which such
redemption may occur during the Subsequent Interest Period, and (iii) that the Holder of this
Security will have the option to elect repayment by the Company of the principal of this Security
on each Optional Reset Date at a price equal to the principal amount hereof plus interest accrued
to such Optional Reset Date, that in order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen of the Indenture for repayment at
the option of Holders except that the period for delivery or notification to the Trustee shall be
at least 25 but not more than 35 days prior to such Optional Reset Date except that, if the Holder
has tendered this Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day
before such Optional Reset Date. If the Company exercises such option and delivers a Reset Notice
to the Trustee, not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106 of the Indenture, to the Holder of this
Security a copy of such Reset Notice.



     Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period by delivering to
the Trustee an amended Reset Notice, and causing the Trustee to transmit, in the manner provided
for in Section 106 of the Indenture, a copy of such amended Reset Notice of such higher interest
rate (or such higher



16









 




spread or spread multiplier, if applicable) to the Holder of this Security. Such notice shall
be irrevocable. All Securities of this series with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities have not tendered
such Securities for repayment (or have validly revoked any such tender) pursuant to the next
succeeding paragraph, will bear such higher interest rate (or such higher spread or spread
multiplier, if applicable).




     The Holder of this Security will have the option to elect repayment by the Company of the
principal of this Security on each Optional Reset Date at a price equal to the principal amount
hereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen of the
Indenture for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered this Security for repayment pursuant to the
Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.]



     [If applicable, insert — The Stated Maturity of this Security may be extended at the option
of the Company for                      (each an “Extension Period”) up to but not beyond                      (the “Final
Maturity”). The Company may exercise such option with respect to this Security by providing the
Trustee at least 50 but not more than 60 days prior to the Stated Maturity of this Security in
effect prior to the exercise of such option (the “Original Stated Maturity”) a notice (the
“Extension Notice”) indicating (i) the election of the Company to extend the Maturity, (ii) the new
Stated Maturity, (iii) the interest rate applicable to the Extension Period and (iv) the
provisions, if any, for redemption or repayment during such Extension Period. If the Company
exercises such option, the Trustee shall transmit, in the manner provided for in Section 106 of the
Indenture, to the Holder of this Security not later than 40 days prior to the Original Stated
Maturity a copy of the Extension Notice. Upon the Trustee’s transmittal of the Extension Notice,
the Stated Maturity of this Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Security will have the same terms as
prior to the transmittal of such Extension Notice.



     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
this Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by delivering to the
Trustee an amended Extension Notice, and causing the Trustee to transmit, in the manner provided
for in Section 106 of the Indenture, a copy of such amended Extension Notice containing notice of
such higher interest rate to the Holder of this Security. Such notice shall be irrevocable. All
Securities of this series with respect to which the Stated Maturity is extended will bear such
higher interest rate.



     If the Company extends the Maturity of this Security, the Holder will have the option to elect
repayment of this Security by the Company on the Original Stated Maturity at a price equal to the
principal amount hereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Maturity hereof, the Holder hereof must
follow the procedures set forth in Article Thirteen of the Indenture for repayment at



17









 




the option of Holders, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 days prior to the Original Stated Maturity and except
that, if the Holder has tendered this Security for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day before the Original Stated Maturity.]



[If applicable, insert — The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert — (1) on                      in any year commencing with
the year                      and ending with the year                      through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert — on or after                     , 20___], as a whole or in part, at the election of the
Company, at [if applicable, insert — a redemption price equal to [calculation to be specified]]
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on                      in any year commencing with the year                     
and ending with the year                      through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if applicable, insert —
on or after                     ], as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                      of the years indicated,



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




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




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




18











 





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



     [If the Security is subject to redemption of any kind, insert — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [If applicable, insert — The Securities of this series are not subject to redemption by the
Company prior to their Stated Maturity and will not be entitled to the benefit of any sinking
fund.]



     [If applicable, insert — As provided in the Indenture and subject to certain limitations
therein set forth, the obligations of the Company under this Security are guaranteed pursuant to
the Indenture as indicated in the notation of Subsidiary Guarantee endorsed hereon. The Indenture
provides that a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon
compliance with certain conditions.]



     The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with certain conditions set forth in the Indenture.



     [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [or] [certain covenants and Events of Default with respect to
this Security] [, in each case] upon compliance with certain conditions set forth in the
Indenture.]



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



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



19









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of all series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected, treated as one class. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to the Trustee, the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed or provided for herein.



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such registration of transfer or
exchange, but the Company and the Security Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



20









 





     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



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



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     SECTION 204. Form of Notation of Subsidiary Guarantee.



NOTATION OF SUBSIDIARY GUARANTEE




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



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



	 	 	 	 	 
	[Insert Names of Subsidiary Guarantors]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






     SECTION 205. Form of Legend for Global Securities.



     Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the following form:



21









 





     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.



     SECTION 206. Form of Trustee’s Certificate of Authentication.



     The Trustee’s certificates of authentication shall be in substantially the following form:



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



	 	 	 	 	 	 	 
	Date:	 	Wells Fargo Bank, National Association, As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






ARTICLE THREE

THE SECURITIES




     SECTION 301. Amount Unlimited; Issuable in Series.



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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from Securities of any other series);




     (2) if and to what extent the Securities of the series will not have the benefit of the
Subsidiary Guarantees of the Subsidiary Guarantors;




     (3) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1405 and except for
any Securities which, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder); provided, however, that the authorized



22









 







aggregate principal amount of such series may from time to time be increased above such
amount by a Board Resolution to such effect;




     (4) the date or dates on which the principal of any Securities of the series is
payable, or the method by which such date or dates shall be determined or extended;




     (5) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on any Interest Payment Date, or the
method by which such date or dates shall be determined, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day months, the right,
if any, to extend or defer interest payments and the duration of such extension or deferral;




     (6) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable, the place or places where the Securities of such
series may be presented for registration of transfer, exchange or conversion, and the place
or places where notices and demands to or upon the Company in respect of the Securities of
such series may be made;




     (7) the right, if any, to defer payment of interest payable on any Interest Payment
Date and the duration of any such deferral period;




     (8) the rate or rates of amortization of the Securities of the series, if any;




     (9) the period or periods within or the date or dates on which, the price or prices at
which and the term and conditions upon which any Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall be evidenced;




     (10) the obligation or the right, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund, amortization or analogous provisions
or at the option of the Holder thereof and the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit or units) in which and
the other terms and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;




     (11) if other than minimum denominations of $2,000 and integral multiples of $1,000,
the denominations in which any Securities of the series shall be issuable;




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



23









 






     (13) if other than the currency of the United States of America, the currency,
currencies or currency units, including composite currencies, in which any Securities of the
series shall be denominated and in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of “Outstanding” in Section 101;




     (14) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made shall be payable,
the period or periods within or the date or dates on which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in which such
amount shall be determined);




     (15) the percentage of the principal amount at which such Securities will be issued
and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such portion shall be
determined;




     (16) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated Maturity or which
shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount shall be
determined);




     (17) if applicable, that the Securities of the series, in whole or any specified part,
shall not be defeasible or shall be defeasible in a manner varying from Section 1502 and
Section 1503 and, if other than by a Board Resolution, the manner in which any election by
the Company to defease such Securities shall be evidenced;




     (18) whether the Securities of the series, or any portion thereof, shall initially be
issuable in the form of a temporary Global Security representing all or such portion of the
Securities of such series and provisions for the exchange of such temporary Global Security
for one or more permanent Global Securities or definitive Securities of such series;




     (19) if applicable, that any Securities of the series, or any portion thereof, shall be
issuable in whole or in part in the form of one or more Global Securities and, in such case,
the respective Depositaries 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 Section 205 and any circumstances in addition to or in lieu of those set forth



24









 







in Clause (2) of the last paragraph of Section 305 in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer of such
Global Security in whole or in part may be registered, in the name or names of Persons other
than the Depositary for such Global Security or a nominee thereof;




     (20) if applicable, that the Securities of the series, in whole or any specified part,
shall be subject to the optional interest reset provisions of Section 307(b);




     (21) if applicable, that the Securities of the series, in whole or any specified part,
shall be subject to the optional extension of maturity provisions of Section 308;




     (22) any deletion or addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 502 or in any other remedies provided in Article Five;




     (23) any addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;




     (24) the additions or changes, if any, to this Indenture with respect to the Securities
of such series as shall be necessary to permit or facilitate the issuance of the Securities
of such series in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;




     (25) if there is more than one Trustee or a Trustee other than Wells Fargo Bank,
National Association, the identity of the Trustee and, if not the Trustee, the identity of
each Security Registrar, Paying Agent or Authenticating Agent with respect to such
Securities;




     (26) the terms of any right or obligation to convert or exchange Securities of such
series into any other securities or property of the Company or of any other corporation or
Person, and the additions or changes, if any, to this Indenture with respect to the
Securities of such series to permit or facilitate such conversion or exchange;




     (27) the terms and conditions, if any, pursuant to which the Securities of the series
are secured;




     (28) any restriction or condition on the transferability of the Securities of such
series;





25









 






     (29) whether and under what circumstances the Company will pay Additional Amounts on
the Securities of the series to any Holder in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option);




     (30) the exchanges, if any, on which the Securities may be listed; and




     (31) any other additional, eliminated or changed terms of the Securities of such series
(which terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to the Board Resolution referred
to above and (subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate or Company Order referred to above or in any such indenture supplemental
hereto.



     If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate or Company Order setting forth the terms
or the manner of determining the terms of the series.



     The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the
Company elects otherwise upon the establishment of a series pursuant to this Section 301.



     With respect to Securities of a series offered in a Periodic Offering, the Board Resolution
(or action taken pursuant thereto), Officers’ Certificate, Company Order or supplemental indenture
referred to above may provide general terms or parameters for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be specified in a
further Company Order or that such terms shall be determined by the Company in accordance with
other procedures specified in the Company Order contemplated by the third paragraph of Section 303.



     SECTION 302. Denominations.



     The Securities of each series shall be issuable only in registered form without coupons and
only in such denominations as shall be specified as contemplated by Section 301. In the absence of
any such specified denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000
above that amount.



     SECTION 303. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its Vice Chairman of the Board, its Chief Financial Officer, its President
or one of its Vice Presidents, and attested by its Corporate Secretary, an Assistant



26









 




Corporate Secretary, an Associate Secretary or an Attesting Secretary. The signature of any of
these officers on the Securities may be manual or facsimile.




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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company, and if applicable, having
endorsed thereon the notations of Subsidiary Guarantees executed as provided in Section 1303 by the
Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in the case of
Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such
Securities from time to time in accordance with such other procedures (including the receipt by the
Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company
Order delivered to the Trustee prior to the time of the first authentication of Securities of such
series. If the form or terms of the Securities of the series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,




     (1) if the form or forms of such Securities have been established by or pursuant to
Board Resolution as permitted by Section 201, that such form or forms have been established
in conformity with the provisions of this Indenture;




     (2) if the terms of such Securities have been, or in the case of Securities of a series
offered in a Periodic Offering, will be, established by or pursuant to Board Resolution as
permitted by Section 301, that such terms have been, or in the case of Securities of a
series offered in a Periodic Offering, will be, established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series offered in a
Periodic Offering, to any conditions specified in such Opinion of Counsel; and




     (3) that this Indenture and such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, and, if applicable, this Indenture and the notations of Subsidiary Guarantees
endorsed thereon will constitute valid and legally binding obligations of the Subsidiary
Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


If such forms or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s






27









 







own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.




     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate or Company Order otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at
or prior to the authentication of each Security of such series if such documents are delivered at
or prior to the authentication upon original issuance of the first Security of such series to be
issued. This paragraph shall not be applicable to Securities of a series that are issued pursuant
to the proviso to Section 301(3).



     Each Security shall be dated the date of its authentication.



     With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Company of any of such Securities, the form or forms and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such series.



     No Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver
such Security to the Trustee for cancellation as provided in Section 310, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



     SECTION 304. Temporary Securities.



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



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series



28









 




at the office or agency of the Company in a Place of Payment for that series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount and, if applicable, having endorsed thereon the
notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series and tenor.




     SECTION 305. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided. If in accordance with Section 301(6), the Company designates a
transfer agent (in addition to the Security Registrar) with respect to any series of Securities,
the Company may at any time rescind the designation of any such transfer agent or approve a change
in the location through which any such transfer agent acts, provided that the Company maintains a
transfer agent in each Place of Payment for such series. The Company may at any time designate
additional transfer agents with respect to any series of Securities.



     Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for that series, the Company shall execute and, if
applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed
thereon, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute and, if applicable, the Subsidiary
Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.



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



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



29









 





     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities.



     If the Securities of any series are to be redeemed in part, neither the Trustee nor the
Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register
the transfer of or exchange any Securities of any series (or of any series and specified tenor, as
the case may be) during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption, in whole or in part, except, in the case of
any Security to be redeemed in part, any portion not to be redeemed.



     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:




     (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.




     (2) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such
Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has
ceased to be a clearing agency registered under the Exchange Act at a time when the
Depositary is required to be so registered to act as depositary, in each case, unless the
Company has approved a successor Depositary within 90 days after receipt of such notice or
after it has become aware of such default or cessation, (B) the Company in its sole
discretion determines, subject to the procedures of the Depositary, that such Global
Security will be so exchangeable or transferable or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by Section 301.




     (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.




     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section 305, Section 304, 306, 906, 1107 or 1405 or otherwise, shall be authenticated
and delivered in the form of, and shall be, a Global Security, unless such



30









 







Security is registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.



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



     If any mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of
Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding and shall cancel and dispose of such mutilated Security in
accordance with its customary procedures.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding and, if applicable, the
Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon. If,
after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of
which such new Security was issued presents for payment or registration such original Security, the
Trustee shall be entitled to recover such new Security from the party to whom it was delivered or
any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Company and the Trustee in connection therewith and shall cancel and dispose of such new
Security in accordance with its customary procedures.



     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 306, 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 counsel to the Company
and the fees and expenses of the Trustee, its agents and counsel) connected therewith.



     Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



31









 





     The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



     SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.



          (a) 
Interest on any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid. The initial payment
of interest on any Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or in or pursuant to
the Board Resolution, Officers’ Certificate, Company Order or supplemental indenture pursuant to
Section 301 with respect to the related series of Securities. Except in the case of a Global
Security, at the option of the Company, interest on any series of Securities may be paid (i) by
check mailed to the address of the Person entitled thereto as it shall appear on the Security
Register of such series or (ii) by wire transfer in immediately available funds at such place and
to such account as designated in writing by the Person entitled thereto as specified in the
Security Register of such series at least fifteen days prior to the relevant Interest Payment Date.




     Any Paying Agents will be identified in accordance with Section 301, except for the Trustee,
who has been appointed as Paying Agent for the Securities as provided in the definition of “Paying
Agent” contained in Section 101. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent; however, the Company at all times will be required to
maintain a Paying Agent in each Place of Payment for each series of Securities.



     Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any interest on any Security of any series which is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for Securities of such series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in default (or
their respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit



32









 







prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this
Clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be given to each Holder of Securities of such series in the manner set forth in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following Clause (2).




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


Subject to the foregoing provisions of this Section 307, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.




          (b) The provisions of this Section 307(b) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an “Optional Reset
Date”). The Company may exercise such option with respect to such Security by providing the Trustee
at least 50 but not more than 60 days prior to an Optional Reset Date for each Security a notice
(the “Reset Notice”) indicating that the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable), and (i) such new
interest rate (or such new spread or spread multiplier, if applicable), (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity of the Security (each such
period a “Subsequent Interest Period”), including the date or dates on which or the period or
periods during which and the price or prices at which such redemption may occur during the
Subsequent Interest Period, and (iii) that the Holder of the Security will have the option to elect
repayment by the Company of the principal of the Security on each Optional Reset Date at a price
equal to the principal amount hereof plus interest accrued to such Optional Reset Date, that in
order to obtain repayment on an Optional Reset Date, the Holder must follow






33









 







the procedures set forth in Article Fourteen of the Indenture for repayment at the option of
Holders except that the period for delivery or notification to the Trustee shall be at least 25 but
not more than 35 days prior to such Optional Reset Date except that, if the Holder has tendered
this Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on the tenth day before such
Optional Reset Date. If the Company exercises such option and delivers a Reset Notice to the
Trustee, not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in
the manner provided for in Section 106 of the Indenture, to the Holder of each Security a copy of
such Reset Notice.




     Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period by delivering to
the Trustee an amended Reset Notice, and causing the Trustee to transmit, in the manner provided
for in Section 106, such amended Reset Notice of such higher interest rate (or such higher spread
or spread multiplier, if applicable) to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date,
and with respect to which the Holders of such Securities have not tendered such Securities for
repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will
bear such higher interest rate (or such higher spread or spread multiplier, if applicable).



     The Holder of any such Security will have the option to elect repayment by the Company of the
principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except
that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.



     Subject to the foregoing provisions of this Section 307 and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.



     SECTION 308. Optional Extension of Maturity.



     The provisions of this Section 308 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to
such Section 301). The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set



34









 




forth on the face of such Security. The Company may exercise such option with respect to any
Security by providing the Trustee at least 50 but not more than 60 days prior to the Stated
Maturity of this Security in effect prior to the exercise of such option (the “Original Stated
Maturity”) a notice (the “Extension Notice”) indicating (i) the election of the Company to extend
the Maturity, (ii) the new Stated Maturity, (iii) the interest rate applicable to the Extension
Period and (iv) the provisions, if any, for redemption or repayment during such Extension Period.
If the Company exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a copy of the Extension Notice. Upon the Trustee’s transmittal of the Extension Notice,
the Stated Maturity of such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice.




     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by delivering to the
Trustee an amended Extension Notice, and causing the Trustee to transmit, in the manner provided
for in Section 106, a copy of such amended Extension Notice containing notice of such higher
interest rate to the Holder of this Security. Such notice shall be irrevocable. All Securities with
respect to which the Stated Maturity is extended will bear such higher interest rate.



     If the Company extends the Maturity of any Security, the Holder will have the option to elect
repayment of such Security by the Company on the Original Stated Maturity at a price equal to the
principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must follow
the procedures set forth in Article Thirteen for repayment at the option of Holders, except that
the period for delivery or notification to the Trustee shall be at least 25 but not more than 35
days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security
for repayment pursuant to an Extension Notice, the Holder may, by written notice to the Trustee,
revoke such tender for repayment until the close of business on the tenth day before the Original
Stated Maturity.



     SECTION 309. Persons Deemed Owners.



     Prior to due presentment of a Security for registration of transfer, the Company, the
Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors or the
Trustee may treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and (subject to the record date provisions of Section
104) for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Subsidiary Guarantors, the Trustee nor any agent of the Company, the Subsidiary
Guarantors or the Trustee shall be affected by notice to the contrary.



          The Company, the Subsidiary Guarantors and the Trustee may treat the Depositary as the sole
and exclusive owner of a Global Security for the purposes of payment of the principal of or
interest on the Securities, giving any notice permitted or required to be given to Holders,
registering the transfer of Securities, obtaining any consent or other action to be






35









 







taken by Holders and for all other purposes whatsoever; and neither the Company nor the Subsidiary
Guarantors or the Trustee shall be affected by any notice to the contrary. Neither the Company, the
Subsidiary Guarantors nor the Trustee shall have any responsibility or obligation to any
participant in the Depositary, any Person claiming a beneficial ownership interest in the
Securities under or through the Depositary or any such participant, or any other Person which is
not shown on the Security Register as being a Holder, with respect to either the Securities, the
accuracy of any records maintained by the Depositary or any such participant, the payment by the
Depositary or any such participant of any amount in respect of the principal of or interest on the
Securities, any notice which is permitted or required to be given to Holders under the Indenture,
any consent given or other action taken by the Depositary as Holder, or any selection by the
Depositary of any participant or other Person to receive payment of principal, interest or
redemption or purchase price of the Securities.




     SECTION 310. Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 310, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be treated in
accordance with its document retention policies.



     SECTION 311. Computation of Interest; Usury Not Intended.



     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months and interest on the Securities of each series for any partial period shall be
computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in
any partial month.



     The amount of interest (or amounts deemed to be interest under applicable law) payable or paid
on any Security shall be limited to an amount which shall not exceed the maximum nonusurious rate
of interest allowed by the applicable laws of the State of New York, or any applicable law of the
United States permitting a higher maximum nonusurious rate that preempts such applicable New York
law, which could lawfully be contracted for, taken, reserved, charged or received (the “Maximum
Interest Rate”). If, as a result of any circumstances whatsoever, the Company or any other Person
is deemed to have paid interest (or amounts deemed to be interest under applicable law) or any
Holder of a Security is deemed to have contracted for, taken, reserved, charged or received
interest (or amounts deemed to be interest under applicable law), in excess of the Maximum Interest
Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of validity,
and if under any such circumstance, the Trustee, acting on behalf of the Holders, or any Holder
shall ever receive interest or anything that might be deemed interest under applicable law that
would exceed the Maximum Interest Rate, such amount that



36









 




would be excessive interest shall be applied to the reduction of the principal amount owing on
the applicable Security or Securities and not to the payment of interest, or if such excessive
interest exceeds the unpaid principal balance of any such Security or Securities, such excess shall
be refunded to the Company; provided that the Company and not the Trustee shall be responsible for
collecting any such refund from the Holders. In addition, for purposes of determining whether
payments in respect of any Security are usurious, all sums paid or agreed to be paid with respect
to such Security for the use, forbearance or detention of money shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full term of such
Security.




     SECTION 312. CUSIP or ISIN Numbers.



     The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices, including notices of
redemption, as a convenience to Holders; provided 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 such notice or notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such notice or redemption
shall not be affected by any defect in or omission of such numbers. The Company shall promptly
notify the Trustee in writing of any change in “CUSIP” or “ISIN” numbers.



ARTICLE FOUR

SATISFACTION AND DISCHARGE




     SECTION 401. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for and as otherwise provided in this Section 401), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture, when



     (1) either




	 	(A)	 	all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or
	 
	 	(B)	 	all such Securities not theretofore delivered to the Trustee
for cancellation






	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at their Stated
Maturity within one year of the date of deposit, or





37









 











	 	(iii)	 	are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company or, if applicable, a Subsidiary Guarantor,
in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose
money in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;






     (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums
payable hereunder by the Company and the Subsidiary Guarantors; and




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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section 401, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.



     SECTION 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal and any premium and interest for whose payment
such money has been deposited with the Trustee.



ARTICLE FIVE

REMEDIES




     SECTION 501. Events of Default.



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




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



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




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series, and continuance of such default for a period of 30 days; or




     (4) default in the performance, or breach, in any material respect, of any covenant or
warranty of the Company or, if the Subsidiary Guarantors have issued Subsidiary Guarantees
with respect to the Securities of such series, any Subsidiary Guarantor in this Indenture
with respect to a Security of that series (other than a covenant or warranty a default in
the performance of which or the breach of which is elsewhere in this Section 501
specifically dealt with or which has expressly been included in this Indenture solely for
the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 90 days after there has been given, by registered or certified
mail, or via overnight delivery service, to the Company and any Subsidiary Guarantor by the
Trustee or to the Company, any Subsidiary Guarantor and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” under this Indenture; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or, if the Subsidiary Guarantors have issued Subsidiary
Guarantees with respect to the Securities of such series, any Subsidiary Guarantor in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the Company or any
such Subsidiary Guarantor a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company or any such Subsidiary Guarantor under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any such Subsidiary Guarantor or of any substantial part
of its or their property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; or




     (6) the commencement by the Company or, if the Subsidiary Guarantors have issued
Subsidiary Guarantees with respect to the Securities of such series, any Subsidiary
Guarantor of a voluntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company or any such Subsidiary Guarantor in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or the consent
by it to the filing of such petition or to the appointment of or taking



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possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any such Subsidiary Guarantor or of any substantial
part of its or their property, or the making by it of an assignment of a substantial part of
its property for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action
by the Company or any such Subsidiary Guarantor in furtherance of any such action; or




     (7) in the event the Subsidiary Guarantors have issued Subsidiary Guarantees with
respect to the Securities of such series, the Subsidiary Guarantee of any Subsidiary
Guarantor is held by a final non-appealable order or judgment of a court of competent
jurisidiction to be unenforceable or invalid or ceases for any reason to be in full force
and effect (other than in accordance with the terms of this Indenture) or any Subsidiary
Guarantor or any Person acting on behalf of any Subsidiary Guarantor denies or disaffirms
such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee (other than by reason
of a release of such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with
the terms of this Indenture); or




     (8) any other Event of Default provided with respect to Securities of that series,



     provided, however, that no event described in Clause (4) above shall constitute an Event of
Default hereunder until a Responsible Officer has actual knowledge thereof or has received written
notice thereof as contemplated in Section 602.



     Notwithstanding the foregoing provisions of this Section 501, if the principal or any premium
or interest on any Security is payable in a currency other than the currency of the United States
of America and such currency is not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in the currency of the United States of America in an amount equal to the currency of the
United States of America equivalent of the amount payable in such other currency by reference to
the noon buying rate in The City of New York for cable transfers for such currency (“Exchange
Rate”), as such Exchange Rate is reported or otherwise made available by the Federal Reserve Bank
of New York on the date of such payment, or, if such rate is not then available, on the basis of
the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section
501, any payment made under such circumstances in the currency of the United States of America
where the required payment is in a currency other than the currency of the United States of America
will not constitute an Event of Default under this Indenture.



     SECTION 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default (other than an Event of Default specified in Section 501(8) which is
common to all Outstanding series of Securities, or an Event of Default specified in Section 501(5)
and 501(6)) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount of all the




40











 




Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.




     If an Event of Default specified in Sections 501(5) or 501(6) occurs, all unpaid principal of
and accrued interest on the Outstanding Securities of that series (or such lesser amount as may be
provided for in the Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder of any
Security of that series.



     If an Event of Default under Section 501(8) which is common to all Outstanding series of
Securities occurs and is continuing, then in such case, the Trustee or the Holders of not less than
25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one
class), by a notice in writing to the Company (and to the Trustee if given by Holders) may declare
the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of
the principal amount as may be specified by the terms thereof) of all the Securities then
Outstanding to be due and payable immediately, and upon any such declaration such principal amount
(or specified amount) shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article Five, the Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and
annulled, if:




     (1) the Company or, if applicable, any Subsidiary Guarantor has paid or deposited with
the Trustee a sum sufficient to pay:



          (a) all overdue installments of interest on all Securities of that series,



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



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



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




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



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



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



     The Company covenants that if:




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




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




     (3) default is made in the deposit of any sinking fund payment, when and as due by the
terms of any Security and such default continues for a period of 30 days,


the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for principal and any
premium and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, all amounts owing the Trustee,
its agents and counsel under Section 607.




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



     SECTION 504. Trustee May File Proofs of Claim.



     In case of any judicial proceeding relative to the Company or any Subsidiary Guarantor (or any
other obligor upon the Securities), its or their property or its or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the
Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, 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 and any predecessor
Trustee under Section 607.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or any Subsidiary Guarantee or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for



42









 







the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.



     SECTION 505. Trustee May Enforce Claims Without Possession of Securities.



     All rights of action and claims under this Indenture or the Securities or any Subsidiary
Guarantee may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of all amounts owing the Trustee and
any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been recovered.



     SECTION 506. Application of Money Collected.



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



     FIRST: To the payment of all amounts due the Trustee under Section 607;



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



     THIRD: To the payment of the remainder, if any, to the Company.



     SECTION 507. Limitation on Suits.



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




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




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




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



43









 






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




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


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to
obtain priority or preference over any other of such Holders (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not any uses are unduly prejudicial to
such Holders) or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders. The Trustee shall mail to all Holders
any notice it receives from Holders under this Section.




     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or
Repayment Date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.



     SECTION 509. Restoration of Rights and Remedies.



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



     SECTION 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     SECTION 511. Delay or Omission Not Waiver.



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



     SECTION 512. Control by Holders.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that




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




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




     (3) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow such direction if a Responsible Officer or Officers of the Trustee shall,
in good faith, determine that the proceeding so directed would involve the Trustee in
personal liability, would otherwise be contrary to applicable law, or that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes (it being
understood that the Trustee shall have no duty to ascertain whether such actions or
forbearances are unduly prejudicial to such other Holders).



     SECTION 513. Waiver of Past Defaults.



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




     (1) in the payment of the principal of or any premium or interest on any Security of
such series or




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



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



     SECTION 514. Undertaking for Costs.



45









 





     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and such court may in its discretion assess reasonable
costs including reasonable attorneys’ fees and expenses, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section 514 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or interest on any Security, on or
after the respective due dates expressed in such Security.



     SECTION 515. Waiver of Usury, Stay or Extension Laws.



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



ARTICLE SIX

THE TRUSTEE




     SECTION 601. Certain Duties and Responsibilities.



     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.



     SECTION 602. Notice of Defaults.



     If a default occurs hereunder with respect to Securities of any series, the Trustee shall give
the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section



46









 







602, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



     The Trustee shall not be required to take notice or be deemed to have notice or knowledge of
any Event of Default with respect to the Securities of a series, except an Event of Default under
Section 501(1), Section 501(2) or Section 501(3) hereof (provided, that the Trustee is the
principal Paying Agent with respect to the Securities of such series), unless a Responsible Officer
at the Corporate Trust Office shall have received written notice of such Event of Default in
accordance with Section 105 from the Company, any Subsidiary or the Holder of any Security, which
notice states that the event referred to therein constitutes an Event of Default.



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:




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




     (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;




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




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




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




     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to



47









 







examine the books, records and premises of the Company, personally or by agent or
attorney;




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




     (8) the Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture;




     (9) in the event the Trustee receives inconsistent or conflicting requests and
indemnity from two or more groups of Holders of Securities of a series, each representing
less than a majority in aggregate principal amount of the Securities of such series
Outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall
be taken;




     (10) the Trustee’s immunities and protections from liability and its right to
indemnification in connection with the performance of its duties under this Indenture shall
extend to the Trustee’s officers, directors, agents and employees. Such immunities and
protections and right to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal and the satisfaction and discharge of
this Indenture;




     (11) except for information provided by the Trustee concerning the Trustee, the Trustee
shall have no responsibility for any information in any offering memorandum or other
disclosure material distributed with respect to the Securities, and the Trustee shall have
no responsibility for compliance with any state or federal securities laws in connection
with the Securities; and




     (12) the Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.



     SECTION 604. Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities and the notations of Subsidiary
Guarantees, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company or the Subsidiary Guarantors, as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or the
Subsidiary Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.



     SECTION 605. May Hold Securities.



48









 





     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or any Subsidiary Guarantor, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company and any Subsidiary Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.



     SECTION 606. Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or any Subsidiary Guarantor,
as the case may be.



     SECTION 607. Compensation and Reimbursement.



     The Company and each Subsidiary Guarantor jointly and severally agree:




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




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




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder, except those attributable to its negligence, willful misconduct or bad faith.



     The Trustee shall notify the Company promptly of any claim for which it may seek indemnity
under this Section 607. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel, and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made
without its consent.



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



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     Without prejudice to any other rights available to the Trustee under applicable law, in the
event the Trustee incurs expenses or renders services in any proceedings which result from an Event
of Default under Section 501(5) or (6), or from any default which, with the passage of time, would
become such Event of Default, the expenses so incurred and compensation for services so rendered
are intended to constitute expenses of administration under the United States Bankruptcy Code or
equivalent law.



     SECTION 608. Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest with respect to any other indenture of the Company or Subsidiary Guarantors or
Securities of any series by virtue of being a trustee under this Indenture with respect to any
particular series of Securities.



     SECTION 609. Corporate Trustee Required; Eligibility.



     There shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 609 and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section 609, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six.



     SECTION 610. Resignation and Removal; Appointment of Successor.



     No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article Six shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611.



     The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



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



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     If at any time:





     (1) the Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six
months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the
Company, acting pursuant to the authority of a Board Resolution, may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees.



     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a Security of such series
for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.



     The Company or successor Trustee shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in the
manner provided in Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust Office.



     SECTION 611. Acceptance of Appointment by Successor.



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     In case of the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company,
the Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the Subsidiary Guarantors, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustee’s co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.



     Upon request of any such successor Trustee, the Company and the Subsidiary Guarantors shall
execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be.



     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 Six.



     SECTION 612. Merger, Conversion, Consolidation or Succession to Business.



52









 





     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article Six, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated, and in case any Securities
shall not have been authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor Trustee or in the name of such successor Trustee,
and in all cases the certificate of authentication shall have the full force which it is provided
anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have.



     SECTION 613. Preferential Collection of Claims Against Company and Subsidiary Guarantors.



     If and when the Trustee shall be or become a creditor of the Company or any Subsidiary
Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company or
such Subsidiary Guarantor (or any such other obligor). For purposes of Section 311(b)(4) and (6) of
the Trust Indenture Act:



          (a) “cash transaction” means any transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks and payable upon demand; and



          (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which
is made, drawn, negotiated or incurred by the Company or any Subsidiary Guarantor (or any such
obligor) for the purpose of financing the purchase, processing, manufacturing, shipment, storage or
sale of goods, wares or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds
arising from the sale of the goods, wares or merchandise previously constituting the security;
provided the security is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company or such Subsidiary Guarantor (or any such obligor) arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.



     SECTION 614. Appointment of Authenticating Agent.



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



53









 







authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section 614,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section 614, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee
may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 614.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 614.



     If an appointment with respect to one or more series is made pursuant to this Section 614, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



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



54









 





	 	 	 	 	 	 	 
	Dated :

	 	 
	 	 	 	Wells Fargo Bank, National Association,
	 

	 	 

	 	 	 	As Trustee
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	As Authenticating Agent
	 

	 	 	 	By:
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Officer






ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




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



     The Company will furnish or cause to be furnished to the Trustee




     (1) semi-annually, not later than January 15 and July 15 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of
Securities of each series as of the preceding January 1 or July 1 as the case may be, and




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


provided, however, that if and so long as the Trustee shall be Security Registrar for Securities of
a series, no such list need be furnished with respect to such series of Securities.




     SECTION 702. Preservation of Information; Communications to Holders.



     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Subsidiary Guarantors, nor the Trustee nor any agent of
either of them shall be held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.



     SECTION 703. Reports by Trustee.



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     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.



     If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days
after each May 15 following the date of this Indenture, deliver to Holders a brief report, dated as
of such May 15, which complies with the provisions of such Section 313(a).



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the Commission and with
the Company. The Company will notify the Trustee when any Securities are listed on any stock
exchange.



     SECTION 704. Reports by Company and Subsidiary Guarantors.



     The Company and each of the Subsidiary Guarantors shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided in the Trust Indenture Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is filed with the Commission.



     Delivery of any reports, information and documents by the Company or Subsidiary Guarantors to
the Trustee pursuant to the provisions of this Section 704 is for informational purposes only and
the Trustee’s receipt of same shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s compliance with
any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).



ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless:




     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership, trust or other
entity, and shall expressly assume, by an indenture supplemental hereto, executed by such
Person and the Subsidiary Guarantors and delivered to the Trustee, in form satisfactory to
the Trustee, the due and punctual payment of the principal of and any premium and interest
on all the Securities and the performance or observance of every covenant of this Indenture
on the part of the Company to be performed or observed;



56









 






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




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



     SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.



     Except in a transaction resulting in the release of a Subsidiary Guarantor in accordance with
the terms of this Indenture, Subsidiary Guarantors shall not, and the Company shall not permit any
Subsidiary Guarantor to, in a single or series of related transactions, consolidate or merge with
or into any Person (other than the Company or another Subsidiary Guarantor) or permit any Person
(other than another Subsidiary Guarantor) to consolidate or merge with or into such Subsidiary
Guarantor or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its assets unless:




     (1) in case such Subsidiary Guarantor shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the Person formed by such consolidation or into which such Subsidiary
Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Subsidiary Guarantor substantially as an entirety shall be
a corporation, partnership, trust or other entity, and shall expressly assume, by an
indenture supplemental hereto, executed by such Person and the Subsidiary Guarantors and
delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and any premium and interest on all the Securities and the performance
or observance of every covenant of this Indenture on the part of the Subsidiary Guarantor to
be performed or observed;




     (2) the Subsidiary Guarantor has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer or lease
and such supplemental indenture comply with this Article Eight and that all conditions
precedent herein provided for relating to such transaction have been complied with.



     SECTION 803. Successor Substituted.



     (a) Upon any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and in the event of any such conveyance or transfer (but not in



57









 







the case of a lease) the Company shall be discharged from all obligations and covenants under
the Indenture and the Securities and may be dissolved and liquidated.



     (b) Upon any consolidation of a Subsidiary Guarantor with, or merger of a Subsidiary
Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets
of such Subsidiary Guarantor substantially as an entirety in accordance with Section 802, the
successor Person formed by such consolidation or into which such Subsidiary Guarantor is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the same
effect as if such successor Person had been named as a Subsidiary Guarantor herein; and in the
event of any such conveyance or transfer (but not in the case of a lease) such Subsidiary Guarantor
shall be discharged from all obligations and covenants under the Indenture and the Securities and
may be dissolved and liquidated.



     (c) Any such successor Person referred to in Section 803(a) or 803(b) may cause to be signed,
and may issue either in its own name or in the name of the Company and any Subsidiary Guarantor,
any or all of the Securities issuable hereunder which theretofore shall not have been signed by the
Company and, if applicable, the Subsidiary Guarantors in respect of the notations of Subsidiary
Guarantees thereon, and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company or the Subsidiary Guarantor, as the case may be, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and delivered by the officers
of the Company and if applicable, the Subsidiary Guarantors in respect of the notations of
Subsidiary Guarantees thereon to the Trustee for authentication pursuant to such provisions and any
Securities which such successor Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of
such Securities had been issued at the date of the execution hereof.



     In case of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.



ARTICLE NINE

SUPPLEMENTAL INDENTURES




     SECTION 901. Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders, the Company, when authorized by a Board Resolution, the
Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another Person to the Company or any Subsidiary
Guarantor, or successive successions, and the assumption by the successor



58









 







Person of the covenants, agreements and obligations of the Company or any Subsidiary
Guarantor pursuant to Article Eight; or




     (2) to add to the covenants of the Company or the Subsidiary Guarantors for the benefit
of the Holders of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company of the Subsidiary Guarantors; or




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series), provided, however, that in
respect of any such additional Events of Default such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply to waive such default; or




     (4) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided, however, that if such addition, change or
elimination shall adversely affect the interests of Holders of Securities of any series in
any material respect, such addition, change or elimination shall become effective with
respect to such series only when no such Security of such series remains Outstanding; or




     (5) to secure the Securities or one or more series of Securities; or




     (6) to establish the forms or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (7) to provide for uncertificated securities in addition to certificated securities; or




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611; or




     (9) to cure any ambiguity, or to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein; or




     (10) to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action shall not adversely affect the interests of the
Holders of Securities of any series in any material respect; or



59









 






     (11) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1502 and 1503; or




     (12) to comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or traded; or




     (13) to add to, change or eliminate any of the provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act; or




     (14) to add new Subsidiary Guarantors.



     SECTION 902. Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture (treated as one
class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee,
the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by a
their respective Board Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




     (1) except to the extent permitted by Section 307(b) or Section 308 or otherwise
specified in the form or terms of the Securities of any series as permitted by Sections 201
and 301 with respect to extending the Stated Maturity of any Security of such series, change
the Stated Maturity of the principal of, or any installment of principal of or interest on,
any Security, or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date), or release any Subsidiary
Guarantee other than as provided in this Indenture, or




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



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     (3) modify any of the provisions of this Section 902, Section 513 or Section 1006,
except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section 902 and Section 1006, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(9), or




     (4) if the Securities of any series are convertible or exchangeable into any other
securities or property of the Company, make any change that adversely affects in any
material respect the right to convert or exchange any Security of such series (except as
permitted by Section 901) or decrease the conversion or exchange rate or increase the
conversion price of any such Security of such series, unless such decrease or increase is
permitted by the terms of such Security, or




     (5) if the Securities of any series are secured, change the terms and conditions
pursuant to which the Securities of such series are secured in a manner adverse to the
Holders of the secured Securities of such series in any material respect.


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




     It shall not be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     SECTION 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.



     SECTION 904. Effect of Supplemental Indentures.



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



     SECTION 905. Conformity with Trust Indenture Act.



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



     SECTION 906. Reference in Securities to Supplemental Indentures.



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



ARTICLE TEN

COVENANTS




     SECTION 1001. Payment of Principal, Premium and Interest.



          The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. Principal, premium, if
any, and interest shall be considered paid on the date due if the Trustee or Paying Agent, if other
than the Company, holds on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then
due. The Company will be responsible for making calculations called for under the Securities,
including but not limited to determination of Redemption Price, premium, if any, and other amounts
payable on the Notes, if any. The Company will make the calculations in good faith and, absent
manifest error, its calculations will be final and binding on the Holders of the Securities. The
Company will provide a schedule of its calculations to the Trustee when applicable, and the Trustee
is entitled to rely conclusively on the accuracy of the Company’s calculations without independent
verification.



     SECTION 1002. Maintenance of Office or Agency.



     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company or any Subsidiary Guarantor in respect of the Securities
of that series or any Subsidiary Guarantee and this Indenture may be served. The Company initially
appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purpose. The
Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company and the Subsidiary Guarantors hereby



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appoint the Trustee as its agent to receive all such presentations, surrenders, notices and
demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.



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



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



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Company or the Subsidiary Guarantors (or any other obligor
upon the Securities of that series) in the making of any payment in respect of the Securities of
that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that series.



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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for one year after such principal, premium or interest has



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become due and payable may be paid to the Company on Company Request, subject to applicable
abandoned property law, or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.



     SECTION 1004. Statement by Officers as to Default.



     The Company and the Subsidiary Guarantors will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate
that need not comply with Section 102, one of the signers of which shall be the principal
executive, principal accounting or principal financial officer of the Company or any Subsidiary
Guarantor, stating whether or not to the best knowledge of the signers thereof, the Company or any
Subsidiary Guarantor is in default in the performance and observance of any of the terms,
provisions, covenants and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company or any Subsidiary Guarantor shall be
in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.



     SECTION 1005. Existence.



     Subject to Article Eight and the Company’s ability to convert into a limited liability
company, limited partnership or limited liability partnership under applicable law, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence. On and after any conversion of the Company into a limited liability company,
limited partnership or limited liability partnership under applicable law, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its limited
liability company, limited partnership or limited liability partnership existence, as applicable.



     SECTION 1006. Waiver of Certain Covenants.



     Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company and the Subsidiary Guarantors may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 301(21), 901(2) or 901(7) for the benefit of the Holders of
such series or in Section 1005, if the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES





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     SECTION 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for such Securities) in accordance with this Article Eleven.



     SECTION 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by a Company Order or
in another manner specified as contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company, the Company shall, not less than 45 nor more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount
of Securities of such series to be redeemed, the Redemption Price, and, if applicable, of the tenor
of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction
or condition. If the Redemption Price is not known at the time such notice is to be given, the
actual Redemption Price, calculated as described in the terms of the Securities to be redeemed,
will be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than
two Business Days prior to the Redemption Date.



     SECTION 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects a Global
Security or only a single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion of the principal
amount of any Security of such series, provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or



65









 







in part. In the case of any such redemption in part, the unredeemed portion of the principal
amount of the Security shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed. If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected
for redemption.



     SECTION 1104. Notice of Redemption.



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



     With respect to Securities of each series to be redeemed, each notice of redemption shall
identify the Securities to be redeemed (including CUSIP or ISIN numbers, if applicable) and shall
state:




     (1) the Redemption Date,




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




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




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




     (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price, and




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



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
prepared by the Company and given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company and shall be irrevocable. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, a failure to give such notice by mail



66









 







or any defect in the notice to the Holder of any Security designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption of any other
Security.



     SECTION 1105. Deposit of Redemption Price.



     On or before the Redemption Date specified in the notice of redemption given as provided in
Section 1104, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on
that date.



     SECTION 1106. Securities Payable on Redemption Date.



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



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



     SECTION 1107. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and if
applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed
thereon, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like tenor, of any
authorized denomination (which shall not be less than the minimum authorized denomination) as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.



ARTICLE TWELVE

SINKING FUNDS




     SECTION 1201. Applicability of Article.



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     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as contemplated by Section 301
for such Securities.



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



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



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



     SECTION 1203. Redemption of Securities for Sinking Fund.



     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and
stating the basis for any such credit and that such Securities have not previously been so credited
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior
to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



ARTICLE THIRTEEN

SUBSIDIARY GUARANTEES




     SECTION 1301. Applicability of Article.



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     Unless the Company elects to issue any series of Securities without the benefit of the
Subsidiary Guarantees, which election shall be evidenced in or pursuant to the Board Resolution or
supplemental indenture establishing such series of Securities pursuant to Section 301, the
provisions of this Article shall be applicable to each series of Securities except as otherwise
specified in or pursuant to the Board Resolution or supplemental indenture establishing such series
pursuant to Section 301.



     SECTION 1302. Subsidiary Guarantees.



     Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and
unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee,
the due and punctual payment of the principal of (and premium, if any) and interest on such
Security when and as the same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of
such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the
Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this
Indenture. In case of the failure of the Company punctually to make any such payment, each
Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made
punctually when and as the same shall become due and payable, whether at the Stated Maturity or by
acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made
by the Company.



     Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations
hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the
validity, regularity or enforceability of such Security or this Indenture, the absence of any
action to enforce the same or any release, amendment, waiver or indulgence granted to the Company
or any other guarantor or any consent to departure from any requirement of any other guarantee of
all or any of the Securities of such series or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however,
that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall,
without the consent of such Subsidiary Guarantor, increase the principal amount of such Security,
or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary
Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any
requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security
interest in or other lien on any property subject thereto or exhaust any right or take any action
against the Company or any other Person or any collateral, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against
the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in
respect of such Security except by complete performance of the obligations contained in such
Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to accelerate the maturity of
the Securities of a series, to collect interest on the Securities of a series, or to enforce or
exercise any other right or remedy with respect to the Securities of a series, such Subsidiary
Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the
amount that would otherwise have been due and payable



69









 







had such rights and remedies been permitted to be exercised by the Trustee or any of the
Holders.



     Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities
upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid
by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its
Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be
entitled to enforce or to receive any payments arising out of, or based upon, such right of
subrogation until the principal of (and premium, if any) and interest on all Securities of the
relevant series issued hereunder shall have been paid in full.



     Each Subsidiary Guarantor that makes or is required to make any payment in respect of its
Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to
the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such right of
contribution until the principal of (and premium, if any) and interest on all Securities of the
relevant series issued hereunder shall have been paid in full.



     Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Company for liquidation or reorganization, should
the Company become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Securities of a series, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the
Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though
such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted
by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.



     SECTION 1303. Execution and Delivery of Notations of Subsidiary Guarantees.



     To further evidence the Subsidiary Guarantee set forth in Section 1302, each of the Subsidiary
Guarantors hereby agrees that a notation relating to such Subsidiary Guarantee, substantially in
the form set forth in Section 204, shall be endorsed on each Security entitled to the benefits of
the Subsidiary Guarantee authenticated and delivered by the Trustee and executed by either manual
or facsimile signature of an officer of such Subsidiary Guarantor, or in the case of a Subsidiary
Guarantor that is a limited partnership, an officer of the general partner of each Subsidiary
Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Subsidiary Guarantee set forth
in Section 1302 shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation relating to the Subsidiary Guarantee. If any officer of the Subsidiary
Guarantor, or in the case of a Subsidiary Guarantor that is a limited partnership, any officer of
the general partner of the Subsidiary Guarantor, whose signature is on this Indenture or a Security
no longer holds that office at the time the Trustee authenticates such Security or at any time
thereafter, the Subsidiary Guarantee of such Security shall be valid nevertheless. The delivery of
any Security by the Trustee, after the authentication thereof



70









 







hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this
Indenture on behalf of the Subsidiary Guarantors.



     SECTION 1304. Release of Subsidiary Guarantors.



     Unless otherwise specified pursuant to Section 301 with respect to a series of Securities,
each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor
until the entire principal of, premium, if any, and interest on the Securities to which such
Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in
accordance with the provisions of such Securities and this Indenture and all amounts owing to the
Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases
to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either
Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article
Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the
Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or
otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of
this Indenture, then, in each case of (i), (ii) or (iii), such Subsidiary Guarantor shall be
released and discharged of its obligations under its Subsidiary Guarantee and under this Article
Thirteen without any action on the part of the Trustee or any Holder, and upon delivery by the
Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent
herein provided for relating to the release of such Subsidiary Guarantor from its obligations under
its Subsidiary Guarantee and this Article Thirteen have been complied with, the Trustee shall
execute any documents reasonably required in order to acknowledge the release of such Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such
series and under this Article Thirteen.



     SECTION 1305. Limitation on Liability.



     Any term or provision of this Indenture to the contrary notwithstanding, the maximum amount of
the Subsidiary Guarantee of any Subsidiary Guarantor shall not exceed the maximum amount that can
be hereby guaranteed by such Subsidiary Guarantor without rendering such Subsidiary Guarantee
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar
laws affecting the rights of creditors generally.



ARTICLE FOURTEEN

REPAYMENT AT THE OPTION OF THE HOLDERS




     SECTION 1401. Applicability of Article.



     Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in accordance with this
Article Fourteen.



     SECTION 1402. Repayment of Securities.



     Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a



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price equal to the principal amount thereof and any premium thereon, together with interest
thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the principal (or, if so provided by
the terms of the Securities of any series, a percentage of the principal) of, the premium, if any,
and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.



     SECTION 1403. Exercise of Option.



     Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the
option of the Holder (subject to applicable procedures of the Depositary for any Global Security),
any Security so providing for such repayment, with the “Option to Elect Repayment” form on the
reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized
in writing), must be received by the Company at the Place of Payment therefor specified in the
terms of such Security (or at such other place or places of which the Company shall from time to
time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior
to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the Holder thereof may
not be repaid in part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof and as provided in Sections 307(b) and
308, exercise of the repayment option by the Holder shall be irrevocable unless waived by the
Company.



     SECTION 1404. When Securities Presented for Repayment Become Due and Payable.



     If Securities of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article Fourteen and as provided by or pursuant to the
terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid
shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of
such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest. Upon surrender of any such Security for repayment in accordance with such
provisions, the principal amount of such Security so to be repaid shall be paid by the Company,
together with accrued interest and/or premium, if any, to (but excluding) the Repayment Date;
provided, however, that, unless otherwise specified as contemplated by Section 301, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment thereof) to the Holders
of such Securities, or one or more Predecessor Securities,



72









 







registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.



     If the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal amount (together with interest, if any, thereon accrued to such
Repayment Date) and any premium shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.



     SECTION 1405. Securities Repaid in Part.



     Upon surrender of any Security which is to be repaid in part only, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which is not to be
repaid.



ARTICLE FIFTEEN

DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 1501. Company’s Option to Effect Defeasance or Covenant Defeasance.



     The Company may elect, at its option at any time, to have Section 1502 or Section 1503 applied
to any Securities or any series of Securities, as the case may be, (unless designated pursuant to
Section 301 as not being defeasible pursuant to such Section 1502 or 1503), in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance with the conditions
set forth below in this Article Fifteen. Any such election shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 301 for such Securities.



     SECTION 1502. Defeasance and Discharge.



     Upon the Company’s exercise of its option (if any) to have this Section 1502 applied to any
Securities or any series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to be
discharged from its obligations with respect to such Securities as provided in this Section 1502 on
and after the date the conditions set forth in Section 1504 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company and any Subsidiary
Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such
Securities and Subsidiary Guarantees and to have satisfied all its other obligations under such
Securities and Subsidiary Guarantees and this Indenture insofar as such Securities and Subsidiary
Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 1504 and as more fully set forth in such Section 1506,
payments in respect of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company’s and any Subsidiary Guarantor’s



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obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article
Fifteen. Subject to compliance with this Article Fifteen, the Company may exercise its option (if
any) to have this Section 1502 applied to any Securities notwithstanding the prior exercise of its
option (if any) to have Section 1503 applied to such Securities.



     SECTION 1503. Covenant Defeasance.



     Upon the Company’s exercise of its option (if any) to have this Section 1503 applied to any
Securities or any series of Securities, as the case may be, (1) the Company shall be released from
its obligations under any covenants provided pursuant to Section 301(21), 704 (to the extent of any
covenants in addition to the requirements of the Trust Indenture Act), 901(2) or 901(7) for the
benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections
501(4) (with respect to any such covenants provided pursuant to Section 301(21), 704 (to the extent
of any covenants in addition to the requirements of the Trust Indenture Act), 901(2) or 901(7)),
shall be deemed not to be or result in an Event of Default and (3) the provisions of Article
Thirteen shall cease to be effective, in each case with respect to such Securities and Subsidiary
Guarantees, in each case with respect to such Securities as provided in this Section 1503 on and
after the date the conditions set forth in Section 1504 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company and the Subsidiary Guarantors, as applicable, may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section 501(4)) or Article Thirteen,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.



     SECTION 1504. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to the application of Section 1502 or Section 1503 to
any Securities or any series of Securities, as the case may be:




     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and
agrees to comply with the provisions of this Article Fifteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities or upon
redemption, in accordance with the terms of this



74









 







Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x)
any security which is (i) a direct obligation of the United States of America for the
payment of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the full and timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable at the option of
the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of the holder
of such depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held, provided that
(except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of principal
or interest evidenced by such depositary receipt.




     (2) In the event of an election to have Section 1502 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.




     (3) In the event of an election to have Section 1503 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain
or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur.




     (4) No event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have occurred and
be continuing at the time of such deposit or, with regard to any such event specified in
Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after
such 90th day).




     (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).



75









 






     (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company or
any Subsidiary is a party or by which it is bound.




     (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under the Investment Company Act or exempt from
registration thereunder.




     (8) The Company shall have delivered to the Trustee an agreement whereby the Company
irrevocably agrees to forfeit its right, if any, (A) to reset the interest rate of such
Securities pursuant to Section 307(b) and (B) to extend the Stated Maturity of such
Securities pursuant to Section 308.




     (9) If the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such redemption shall have
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made.




     (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



     SECTION 1505. Acknowledgment of Discharge By Trustee.



     Subject to Section 1507 below and after the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in
Section 1504 relating to the Defeasance or Covenant Defeasance, as the case may be, have been
complied with, the Trustee upon request of the Company shall acknowledge in writing the Defeasance
or the Covenant Defeasance, as the case may be.



     SECTION 1506. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.



     Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 1506, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1504 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the extent required by
law.



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



76









 







1504 or the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article Fifteen to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 1504 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.



     SECTION 1507. Reinstatement.



     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article Fifteen with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1502 or 1503 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Fifteen with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1506 with
respect to such Securities in accordance with this Article Fifteen; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such Security following
such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held in trust.



     SECTION 1508. Qualifying Trustee.



     Any trustee appointed pursuant to Section 1504 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the
Trustee shall be entitled to conclusively rely, that all conditions precedent provided for herein
to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the
Trustee be liable for any acts or omissions of said trustee.



ARTICLE SIXTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES




     SECTION 1601. Exemption from Individual Liability.



     No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past, present or future, of the
Company, any Subsidiary, any Subsidiary Guarantor or any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations of the



77









 







Company, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers, directors, or employees, as such, of the
Company, any Subsidiary, any Subsidiary Guarantor or any successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom; and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director or employee, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture
and the issue of such Securities.



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



	 	 	 	 	 	 	 
	 	 	ISSUER:
	 
	 	 	 	 	 	 
	 	 	TREEHOUSE FOODS, INC.
	 
	 	 	 	 	 	 
	 

	 	By: 	/s/ Dennis F. Riordan 
 

	 	 
	 

	 	 	Name: 	 Dennis F. Riordan 	 	 
	 

	 	 	Title:	Senior Vice President and Chief Financial Officer 	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	/s/ Thomas E. O’Neill 
 

Name: Thomas E. O’Neill

	 	 	 	 	 	 
	Title: Secretary
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	BAY VALLEY FOODS, LLC
	 
	 	 	 	 	 	 
	 

	 	By: 	/s/ Dennis F. Riordan
 

	 	 
	 

	 	 	Name: 	Dennis F. Riordan 	 	 
	 

	 	 	Title:	Senior Vice President and Treasurer 	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	/s/ Thomas E. O’Neill 
 

Name: Thomas E. O’Neill

	 	 	 	 	 	 
	Title: Senior Vice President
	 	 	 	 	 	 
	 	 	EDS HOLDINGS LLC
	 
	 	 	 	 	 	 
	 

	 	By: 	/s/ Dennis F. Riordan
 

	 	 
	 

	 	 	Name: 	 Dennis F. Riordan 	 	 
	 

	 	 	Title:	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	/s/ Thomas E. O’Neill 
 

Name: Thomas E. O’Neill

	 	 	 	 	 	 
	Title: Vice President and Secretary
	 	 	 	 	 	 
	 
	 	 	TRUSTEE:
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee
	 
	 	 	 	 	 	 
	 

	 	By: 	/s/ Gregory S. Clarke
 

	 	 
	 

	 	 	Name: 	Gregory S. Clarke 	 	 
	 

	 	 	Title:	Vice President 	 	 






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SCHEDULE I




SUBSIDIARY GUARANTORS



	 	 	 
	 	 	
	SUBSIDIARY	 	STATE OF ORGANIZATION
	Bay Valley Foods, LLC
	 	Delaware
	EDS Holdings LLC
	 	Delaware







80