Indenture between the Company and SunTrust Bank



 EXHIBIT 4.11(a) 
  

  
 SMITHFIELD FOODS, INC. 
  
 7 3/4% Senior Notes due 2013 
  

  
 INDENTURE 
  
 Dated as of May 21, 2003 
  

  
 SUNTRUST BANK 
  
 as Trustee 
  








 CROSS-REFERENCE TABLE 
  

	 TIA
 Section

	  	 Indenture
 Section


	 310(a)(1)
	  	6.10
	       (a)(2)
	  	6.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (b)
	  	6.8; 6.10
	       (c)
	  	N.A.
	 311(a)
	  	6.11
	       (b)
	  	6.11
	       (c)
	  	N.A.
	 312(a)
	  	2.5
	       (b)
	  	9.3
	       (c)
	  	9.3
	 313(a)
	  	6.6
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	6.6
	       (c)
	  	6.6
	       (d)
	  	6.6
	 314(a)
	  	3.2; 9.2
	       (b)
	  	N.A.
	       (c)(1)
	  	9.4
	       (c)(2)
	  	9.4
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	10.5
	       (f)
	  	3.9
	 315(a)
	  	6.1
	       (b)
	  	6.5; 10.2
	       (c)
	  	6.1
	       (d)
	  	6.1
	       (e)
	  	5.11
	 316(a)(last sentence)
	  	9.6
	       (a)(1)(A)
	  	5.5
	       (a)(1)(B)
	  	5.4
	       (a)(2)
	  	N.A.
	       (b)
	  	5.7
	 317(a)(1)
	  	5.8
	       (a)(2)
	  	5.9
	       (b)
	  	2.4
	 318(a)
	  	9.1

                  N.A. means Not Applicable. 


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

  

 -i- 








 TABLE OF CONTENTS 
  

	 	 	 	  	Page


	 ARTICLE I Definitions and Incorporation by Reference
	  	1
			
	         SECTION 1.1.
	 	 Definitions
	  	1
			
	         SECTION 1.2.
	 	 Other Definitions
	  	23
			
	         SECTION 1.3.
	 	 Incorporation by Reference of Trust Indenture Act
	  	24
			
	         SECTION 1.4.
	 	 Rules of Construction
	  	24
		
	 ARTICLE II The Securities
	  	25
			
	         SECTION 2.1.
	 	 Form, Dating and Terms
	  	25
			
	         SECTION 2.2.
	 	 Execution and Authentication
	  	34
			
	         SECTION 2.3.
	 	 Registrar and Paying Agent
	  	35
			
	         SECTION 2.4.
	 	 Paying Agent To Hold Money in Trust
	  	35
			
	         SECTION 2.5.
	 	 Securityholder Lists
	  	36
			
	         SECTION 2.6.
	 	 Transfer and Exchange
	  	36
			
	         SECTION 2.7.
	 	 Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors
	  	39
			
	         SECTION 2.8.
	 	 Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
	  	41
			
	         SECTION 2.9.
	 	 Mutilated, Destroyed, Lost or Stolen Securities
	  	42
			
	         SECTION 2.10.
	 	 Outstanding Securities
	  	43
			
	         SECTION 2.11.
	 	 Temporary Securities
	  	43
			
	         SECTION 2.12.
	 	 Cancellation
	  	43
			
	         SECTION 2.13.
	 	 Payment of Interest; Defaulted Interest
	  	44
			
	         SECTION 2.14.
	 	 Computation of Interest
	  	45
			
	         SECTION 2.15.
	 	 CUSIP Numbers
	  	45
		
	 ARTICLE III Covenants
	  	46
			
	         SECTION 3.1.
	 	 Payment of Securities
	  	46
			
	         SECTION 3.2.
	 	 SEC Reports
	  	46
			
	         SECTION 3.3.
	 	 Limitation on Indebtedness
	  	46
			
	         SECTION 3.4.
	 	 Limitation on Restricted Payments
	  	49
			
	         SECTION 3.5.
	 	 Limitation on Sale/Leaseback Transactions
	  	51
			
	         SECTION 3.6.
	 	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	52
			
	         SECTION 3.7.
	 	 Limitation on Sales of Assets
	  	52
			
	         SECTION 3.8.
	 	 Limitation on Transactions with Affiliates
	  	55

  

 -i- 









			
	         SECTION 3.9.
	 	 Change of Control
	  	56
			
	         SECTION 3.10.
	 	 Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries
	  	58
			
	         SECTION 3.11.
	 	 Limitation on Liens
	  	58
			
	         SECTION 3.12.
	 	 Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries
	  	59
			
	         SECTION 3.13.
	 	 Limitation on Lines of Business
	  	60
			
	         SECTION 3.14.
	 	 Effectiveness of Covenants
	  	60
			
	         SECTION 3.15.
	 	 Maintenance of Office or Agency
	  	60
			
	         SECTION 3.16.
	 	 Money for Security Payments to Be Held in Trust
	  	61
			
	         SECTION 3.17.
	 	 Corporate Existence
	  	62
			
	         SECTION 3.18.
	 	 Payment of Taxes and Other Claims
	  	62
			
	         SECTION 3.19.
	 	 Maintenance of Properties
	  	62
			
	         SECTION 3.20.
	 	 Insurance
	  	63
			
	         SECTION 3.21.
	 	 Compliance with Laws
	  	63
			
	         SECTION 3.22.
	 	 Compliance Certificate
	  	63
			
	         SECTION 3.23.
	 	 Further Instruments and Acts
	  	63
		
	 ARTICLE IV Successor Company and Successor Guarantor
	  	64
			
	         SECTION 4.1.
	 	 When Company May Merge or Otherwise Dispose of Assets
	  	64
			
	         SECTION 4.2.
	 	 When a Subsidiary Guarantor May Merge or Otherwise Dispose of Assets
	  	65
		
	 ARTICLE V Defaults and Remedies
	  	66
			
	         SECTION 5.1.
	 	 Events of Default. An “Event of Default” occurs if:
	  	66
			
	         SECTION 5.2.
	 	 Acceleration
	  	68
			
	         SECTION 5.3.
	 	 Other Remedies
	  	69
			
	         SECTION 5.4.
	 	 Waiver of Past Defaults
	  	69
			
	         SECTION 5.5.
	 	 Control by Majority
	  	69
			
	         SECTION 5.6.
	 	 Limitation on Suits
	  	69
			
	         SECTION 5.7.
	 	 Rights of Holders to Receive Payment
	  	70
			
	         SECTION 5.8.
	 	 Collection Suit by Trustee
	  	70
			
	         SECTION 5.9.
	 	 Trustee May File Proofs of Claim
	  	70
			
	         SECTION 5.10.
	 	 Priorities
	  	70
			
	         SECTION 5.11.
	 	 Undertaking for Costs
	  	71
		
	 ARTICLE VI Trustee
	  	71
			
	         SECTION 6.1.
	 	 Duties of Trustee
	  	71

  

 -ii- 









	         SECTION 6.2.
	 	 Rights of Trustee
	  	72
			
	         SECTION 6.3.
	 	 Individual Rights of Trustee
	  	73
			
	         SECTION 6.4.
	 	 Trustee’s Disclaimer
	  	73
			
	         SECTION 6.5.
	 	 Notice of Defaults
	  	73
			
	         SECTION 6.6.
	 	 Reports by Trustee to Holders
	  	74
			
	         SECTION 6.7.
	 	 Compensation and Indemnity
	  	74
			
	         SECTION 6.8.
	 	 Replacement of Trustee
	  	75
			
	         SECTION 6.9.
	 	 Successor Trustee by Merger
	  	75
			
	         SECTION 6.10.
	 	 Eligibility; Disqualification
	  	76
			
	         SECTION 6.11.
	 	 Preferential Collection of Claims Against Company
	  	76
		
	 ARTICLE VII Discharge of Indenture; Defeasance
	  	76
			
	         SECTION 7.1.
	 	 Discharge of Liability on Securities; Defeasance
	  	76
			
	         SECTION 7.2.
	 	 Conditions to Defeasance
	  	77
			
	         SECTION 7.3.
	 	 Application of Trust Money
	  	79
			
	         SECTION 7.4.
	 	 Repayment to Company
	  	79
			
	         SECTION 7.5.
	 	 Indemnity for U.S. Government Obligations
	  	79
			
	         SECTION 7.6.
	 	 Reinstatement
	  	79
		
	 ARTICLE VIII Amendments
	  	79
			
	         SECTION 8.1.
	 	 Without Consent of Holders
	  	79
			
	         SECTION 8.2.
	 	 With Consent of Holders
	  	80
			
	         SECTION 8.3.
	 	 Compliance with Trust Indenture Act
	  	81
			
	         SECTION 8.4.
	 	 Revocation and Effect of Consents and Waivers
	  	81
			
	         SECTION 8.5.
	 	 Notation on or Exchange of Securities
	  	82
			
	         SECTION 8.6.
	 	 Trustee To Sign Amendments
	  	82
		
	 ARTICLE IX Miscellaneous
	  	82
			
	         SECTION 9.1.
	 	 Trust Indenture Act Controls
	  	82
			
	         SECTION 9.2.
	 	 Notices
	  	82
			
	         SECTION 9.3.
	 	 Communication by Holders with other Holders
	  	83
			
	         SECTION 9.4.
	 	 Certificate and Opinion as to Conditions Precedent
	  	84
			
	         SECTION 9.5.
	 	 Statements Required in Certificate or Opinion
	  	84
			
	         SECTION 9.6.
	 	 When Securities Disregarded
	  	84
			
	         SECTION 9.7.
	 	 Rules by Trustee, Paying Agent and Registrar
	  	84
			
	         SECTION 9.8.
	 	 Legal Holidays
	  	85
			
	         SECTION 9.9.
	 	 Governing Law
	  	85

  

 -iii- 









	         SECTION 9.10.
	 	 No Recourse Against Others
	  	85
			
	         SECTION 9.11.
	 	 Successors
	  	85
			
	         SECTION 9.12.
	 	 Multiple Originals
	  	85
			
	         SECTION 9.13.
	 	 Variable Provisions
	  	85
			
	         SECTION 9.14.
	 	 Qualification of Indenture
	  	85
			
	         SECTION 9.15.
	 	 Table of Contents; Headings
	  	85

  
 EXHIBITS

  

		
	 EXHIBIT A
	  	         Form of the Series A Note

	 EXHIBIT B
	  	        Form of the Series B Note
	 EXHIBIT C
	  	        Form of Indenture Supplement to Add Subsidiary Guarantors

  

 -iv- 








 INDENTURE dated as of May 21, 2003 among SMITHFIELD FOODS, INC., a Virginia corporation (the
“Company”), and SunTrust Bank, a banking corporation duly organized and existing under the laws of the State of Georgia (the “Trustee”). 
  
 Recitals Of The Company 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) $350,000,000 aggregate principal amount of
the Company’s 7 3/4% Senior Notes, Series A, due 2013, issued on the date hereof (the “Initial
Notes”), (ii) if and when issued, an unlimited principal amount of additional 7 3/4% Senior Notes,
Series A, due 2013 in a non-registered offering or 7 3/4% Senior Notes, Series B, due 2013 in a registered
offering of the Company that may be offered from time to time subsequent to the Issue Date (the “Additional Notes”) and (iii) if and when issued, the Company’s 7 3/4% Senior Notes, Series B, due 2013 that may be issued from time to time in exchange for Initial Notes or any Additional Notes in an offer registered under
the Securities Act as provided in the Registration Rights Agreement (as hereinafter defined) (the “Exchange Notes,” and together with the Initial Notes and Additional Notes, the “Securities”).

  
 Each party agrees as follows for
the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities: 
  
 ARTICLE I 
  
 Definitions and Incorporation by Reference 
  
 SECTION 1.1. Definitions. 
  
 “1998
Notes” means the Company’s 7 5/8% Senior Subordinated Notes due 2008. 
  
 “2001 Senior Notes” means the Company’s 8% Senior Notes due
2009. 
  
 “Acquired Indebtedness” means Indebtedness (i)
of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition. Acquired Indebtedness shall be deemed to have been incurred, with respect to clause (i) of the preceding sentence, on the
date such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the preceding sentence, on the date of consummation of such acquisition of assets. 
  
 “Additional Assets” means: (i) any property or assets (other than Indebtedness and Capital Stock) to be used by
the Company or a Restricted Subsidiary in a Related Business, (ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary or (iii)
Capital Stock constituting a minority interest in any Person that at such time is or will thereupon become a Restricted Subsidiary; provided, however, that, in the case of clauses (ii) and (iii) of this definition, such Restricted Subsidiary
is primarily engaged in a Related Business. 







 “Affiliate” of any specified Person means (i) any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with such specified Person, (ii) any Person who is a director or officer (a) of such Person, (b) of any Subsidiary of such Person or (c) of any Person described in clause (i)
above and (iii) any beneficial owner of shares representing 5% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to clauses (i) and (ii). For the purposes of this definition, “control” when used with respect to any 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. Notwithstanding the foregoing, no Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Entity makes an Investment in connection with a Qualified Receivables Transaction shall be deemed to be an Affiliate
of the Company or any of its Subsidiaries solely by reason of such Investment. 
  
 “Asset Disposition” means any sale, lease, transfer, or other issuance or disposition (or series of related sales, leases, transfers, issuance or dispositions that are part of a common plan) of shares of
Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries
(including any disposition by means of a sale and leaseback, merger, consolidation or similar transaction, but excluding any disposition by means of any pledge of assets or stock by the Company or any of its Subsidiaries otherwise permitted under
this Indenture, and any transaction or series of related transactions from which the Company or any of its Subsidiaries receives an aggregate consideration of less than $500,000) other than (i) a disposition by a Restricted Subsidiary to the Company
or by the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) a disposition of assets held for resale in the ordinary course of business, (iii) the sale of Temporary Cash Investments in the ordinary course of business, (iv) the
sale or other disposition of damaged, worn, unneeded or obsolete equipment in the ordinary course of business, (v) for purposes of Section 3.7 only, a disposition subject to Section 3.4, (vi) the sale of other assets so long as the
fair market value of the assets disposed of pursuant to this clause (vi) does not exceed $2.0 million in the aggregate in any fiscal year and $10.0 million in the aggregate prior to May 15, 2013, (vii) any disposition of assets pursuant to and in
accordance with the provisions of Section 3.9 and/or Article IV, (viii) sales or other dispositions of assets for consideration at least equal to the fair market value of the assets sold or disposed of, to the extent that the
consideration received would constitute Additional Assets or an Investment in a Permitted Joint Venture that in each case complies with Section 3.4 and (ix) sales of accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP. 
  
 “Attributable Debt” in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the interest rate assumed in making 

  

 2 








 
calculations in accordance with FAS 13) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been extended). 
  
 “Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum of the products of the numbers of years from the date
of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (ii) the sum of all such payments.

  
 “Board of Directors” means the Board of Directors of
the Company or any committee thereof duly authorized to act on behalf of such Board of Directors with respect to the relevant matter. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a company to have been duly adopted by
the Board of Directors of such company and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Borrowing Base” means, as of the date of determination, an amount equal to the sum, without duplication of (i) 75% of the net book value of the
Company’s and its Restricted Subsidiaries’ accounts receivable at such date and (ii) 75% of the net book value of the Company’s and its Restricted Subsidiaries’ inventories at such date. Net book value shall be determined in
accordance with GAAP and shall be that reflected on the most recent available balance sheet (it being understood that the accounts receivable and inventories of an acquired business may be included if such acquisition has been completed on or prior
to the date of determination). 
  
 “Business Day” means
a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City or Atlanta, Georgia. 
  
 “Capital Stock” of any Person means (i) with respect to any Person that is a corporation, any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, and (ii) with respect to any Person that is not a corporation, any
and all partnership or other equity interests of such Person but in each case excluding any debt securities convertible into such equity. 
  
 “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease. 
  

 3 








 “Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof, (ii) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million and the commercial paper of the holding company of which is rated at least “A-1” or
the equivalent thereof by S&P or “P-1” or the equivalent thereof by Moody’s, (iii) repurchase obligations for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting
the qualifications specified in clause (ii) above, (iv) commercial paper rated “A-1” or the equivalent thereof by S&P or “P-1” or the equivalent thereof by Moody’s and in each case maturing within one year after the date
of acquisition thereof, (v) investment funds investing 95% of their assets in securities of the type described in clauses (i)-(iv) above. 
  
 “Change of Control” means the occurrence of any of the following events: 
  
 (i) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the
fair market value of the assets of the Company on a consolidated basis, in one transaction or a series of related transactions, to any Person or Persons other than the Company or one or more of its Restricted Subsidiaries; 
  
 (ii) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire within one year), directly or indirectly, of more than 50% of the Voting Stock of the Company (or its successor by merger, consolidation or
purchase of all or substantially all of its assets); 
  
 (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election
by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of Directors then in office; or 
  
 (iv) the adoption of a plan relating to the liquidation or dissolution of the Company. 
  
 “Clearstream” means Clearstream Banking, société
anonyme, or any successor securities clearing agency. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  

 4 








 “Company” means Smithfield Foods, Inc. until a successor replaces it and, thereafter, means
such successor. 
  
 “Consolidated Coverage Ratio” as of
any date of determination means the ratio of (i) the aggregate amount of EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for
which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense of the Company and its Restricted Subsidiaries for such four consecutive fiscal quarters; provided, however, that (1) if the Company or
any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an
Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the
discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period, (2) if since the beginning of such period the
Company or any Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition
for such period or increased by an amount equal to the EBITDA (if negative) directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged (to the extent the related commitment is permanently reduced) with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale), (3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or
otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any Investment in a Restricted Subsidiary or any acquisition of assets occurring in
connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro
forma effect thereto (including the Incurrence of any Indebtedness and including the pro forma expenses and cost reductions calculated on a basis consistent with Regulation S-X of the Securities Act) as if such Investment or acquisition occurred on
the first day of such period and without regard to clause (ii) of the definition of Consolidated Net Income and (4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for 

  

 5 








 
such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first
day of such period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months). 
  
 “Consolidated Interest Expense” means, for any period, the total
consolidated cash and non-cash interest expense (excluding capitalized interest) of the Company and its Restricted Subsidiaries, determined in accordance with GAAP, plus, to the extent incurred by the Company and its Restricted Subsidiaries
in such period but not included in such interest expense, (i) interest expense attributable to Capitalized Lease Obligations and imputed interest with respect to Attributable Debt, (ii) amortization of debt discount and debt issuance cost (other
than those debt discounts and debt issuance costs incurred with respect to the 2001 Senior Notes, the 1998 Notes and on the Issue Date), (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and
charges attributable to letters of credit and bankers’ acceptance financing, (vi) interest actually paid by the Company or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person, (vii) net costs
associated with Hedging Obligations (or minus net gains associated with Hedging Obligations), (viii) the product of (A) Preferred Stock dividends in respect of all Preferred Stock of Restricted Subsidiaries and Disqualified Stock of the Company held
by Persons other than the Company or a Wholly-Owned Subsidiary multiplied by (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the
Company, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP and (ix) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments
made or received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements. 
  
 “Consolidated Net Income” means, for any period, without duplication, the consolidated net income (loss) of the Company and its Restricted
Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income: (i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that (A) subject to the limitations contained in
clauses (iii) through (vi) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company’s
equity in a net loss of any such Person for such period shall be included in 

  

 6 








 
determining such Consolidated Net Income, (ii) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that (A) subject to the limitations contained in clauses (iii) through (vi) below, the
Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the
Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause) and (B) the Company’s equity in a net loss of any
such Person for such period shall be included in determining such Consolidated Net Income, (iii) any gain or loss realized upon the sale or other disposition of any asset of the Company or its Restricted Subsidiaries (including pursuant to any
Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (but not loss) realized upon the sale or other disposition of any Capital Stock of any Person, provided that this clause (iii)
shall not be applicable with respect to calculating the amount of Consolidated Net Income in clause (3)(B) of Section 3.4(a), (iv) any extraordinary gain or loss, (v) the cumulative effect of a change in accounting principles and (vi) for
purposes of clause (3)(B) of Section 3.4(a), amounts otherwise included in Consolidated Net Income that have the effect of reducing the aggregate amount of Investments under clause (viii) of the definition of Permitted Investments.

  
 “Currency Agreement” means in respect of a Person
any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary. 
  
 “Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of Default. 
  
 “Defaulted Interest” shall have the meaning set forth in Section
2.13. 
  
 “Definitive Securities” means certificated
securities. 
  
 “Depositary” means The Depository Trust
Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company. 
  
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to 123 days after the Stated Maturity of the Securities; provided, that any Capital Stock that would
not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” 

  

 7 








 
occurring prior to the Stated Maturity of the Securities shall not constitute Disqualified Stock if the “asset sale” or “change of
control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in Sections 3.7 and 3.9 of this Indenture and such Capital Stock specifically provides
that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Company’s repurchase of such Securities as are required to be repurchased pursuant to Sections 3.7 and 3.9 of this Indenture.

  
 “EBITDA” means, for any period, the Consolidated Net
Income for such period, plus, without duplication and to the extent deducted in calculating such Consolidated Net Income, (i) income tax expense, (ii) Consolidated Interest Expense, (iii) depreciation expense, (iv) amortization of intangibles and
impairment charges recorded in connection with the application of Financial Accounting standard No. 142 “Goodwill and Other Intangibles,” and (v) other non-cash charges or non-cash losses (other than non-cash charges to the extent they
represent an accrual of or reserve for cash charges in any future period or amortization of a prepaid expense that was paid in a prior period), less, without duplication, non-cash items increasing Consolidated Net Income of such Person for such
period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period); provided, that if any Restricted Subsidiary is not directly or indirectly owned 100% by the
Company, EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the EBITDA attributable to such Restricted Subsidiary multiplied by (B) the quotient of (1) the number of shares
of outstanding common Equity Interests of such Restricted Subsidiary not owned directly or indirectly by the Company on the last day of such period by the Company divided by (2) the total number of shares of outstanding common Equity Interests of
such Restricted Subsidiary on the last day of such period. 
  
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
  
 “Euroclear” means Euroclear Bank S.A./N.V. or any successor
securities clearing agency. 
  
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
  
 “Exchange
Offer” shall have the meaning set forth in the Registration Rights Agreement. 
  
 “Fiscal Year” means the fiscal year of the Company ending on the Sunday closest to April 30 of each year or such other fiscal year as may be determined by the Company and the Board of Directors and of which
the Trustee shall receive written notice pursuant to Section 3.22 hereof. 
  

 8 








 “GAAP” means generally accepted accounting principles in the United States of America as in
effect on the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

  
 “Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other nonfinancial obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or such other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning. 
  
 “Guarantor Subordinated
Indebtedness” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement. 
  
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement. 
  
 “Holder” or “Securityholder” means the Person in whose name a Security is registered in the Note
Register. 
  
 “Incur” means issue, assume, Guarantee,
incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of
original issuance of the Indebtedness at the initial accreted amount thereof. 
  
 “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (i) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money,
(ii) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments
(including 

  

 9 








 
reimbursement obligations with respect thereto) (other than obligations with respect to letters of credit securing obligations (other than obligations
described in clauses (i), (ii) and (v)) entered into in the ordinary course of business of such Person to the extent that such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the
third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit), (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade
Payables), which purchase price is due more than six months after the date of placing such property in final service or taking final delivery and title thereto or the completion of such services, (v) all Capitalized Lease Obligations and
Attributable Debt of such Person, (vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock or, with respect to any Subsidiary of the Company, any Preferred Stock (but excluding, in each case,
any accrued dividends), (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall
be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness of such other Person, (viii) all Indebtedness of other Persons to the extent Guaranteed by such Person and (ix) to the
extent not otherwise included in this definition, net Hedging Obligations of such Person (such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable
by such Person at such time). 
  
 “Indenture” means this
Indenture as amended or supplemented from time to time. 
  
 “Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary. 
  
 “Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that
are, in conformity with GAAP, recorded as accounts receivable on the balance sheet of the Company or its Restricted Subsidiaries) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of “Unrestricted Subsidiary” and Section 3.4, (i) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of
the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed
to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property 

  

 10 








 
transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good
faith either by the Board of Directors or Senior Management. 
  
 “Investment Grade Status,” with respect to the Company, shall occur when the Securities receive a rating of “BBB-”or higher from S&P and a rating of “Baa3” or higher from Moody’s. 
  
 “Issue Date” means May 21, 2003. 
  
 “Legal Holiday” has the meaning ascribed to it in Section
9.8. 
  
 “Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof, any option or other agreement to sell, or any filing of, or any agreement to give any security
interest). 
  
 “Moody’s” means Moody’s
Investors Service, Inc., and its successors. 
  
 “Net
Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash
form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred (including fees and expenses of counsel, accountants and investment bankers), and all Federal, state, provincial,
foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition, (ii) all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance
with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii) all distributions and
other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, (iv) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition and (v) any portion of the purchase price from an Asset Disposition placed in escrow
(whether as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Asset Disposition); provided, however, that upon the termination of such escrow, Net Available Cash shall be increased by any
portion of funds therein released to the Company or any Restricted Subsidiary. 
  
 “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock or Indebtedness, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and brokerage, 

  

 11 








 
consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 
  
 “Non-Recourse Indebtedness” means Indebtedness (i) as to which
neither the Company nor any of its Restricted Subsidiaries (a) provides credit support pursuant to any undertaking, agreement or instrument that would constitute Indebtedness or (b) is directly or indirectly liable and (ii) no default with respect
to which would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable
prior to its Stated Maturity. 
  
 “Note Register” means
the register of Securities, maintained by the Trustee, pursuant to Section 2.3. 
  
 “Officer” means any one of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Treasurer, the Secretary or the Controller of the
Company. 
  
 “Officers’ Certificate” means a
certificate signed by two or more Officers. 
  
 “Opinion of
Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
  
 “Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Securities. 

 
 “Permitted Employee Payments” means Restricted Payments by the
Company or any Restricted Subsidiary in respect of (i) the repurchase of Capital Stock by the Company or any Restricted Subsidiary from an employee of the Company or any Restricted Subsidiary or their assigns, estates or heirs upon the death,
retirement or termination of such employee or (ii) loans or advances to employees of the Company or any of its Subsidiaries made in the ordinary course of business. 
  
 “Permitted Holders” means Joseph W. Luter, III or any Person the majority of the equity interests of which is
beneficially owned by Joseph W. Luter, III. 
  
 “Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary in (i) a Restricted Subsidiary, the Company or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that
the primary business of such Restricted Subsidiary is a Related Business, (ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to,
the Company or a Restricted Subsidiary; provided, however, that the primary business of such Person is a Related Business, (iii) Temporary Cash Investments, (iv) receivables owing to the Company or any Restricted Subsidiary, if created or
acquired in the 

  

 12 








 
ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may
include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances, (v) securities received as consideration in Asset Dispositions made in compliance with Section 3.7 with the
exception of securities received as consideration for Asset Dispositions of any property, plant, equipment or other facility closed and designated in accordance with clause (a)(ii) of Section 3.7, (vi) Investments in existence on the Issue
Date (but not in excess of the amount of such Investments in existence on the Issue Date without giving effect to increases or decreases attributable to accounting for the net income of such Investments or subsequent changes in value), (vii) any
Investment by the Company or a Wholly-Owned Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction; provided that any Investment in a Receivables
Entity is in the form of a Purchase Money Note or an Equity Interest and (viii) additional Investments in a Related Business since the Issue Date having an aggregate fair market value, taken together with all other Investments made pursuant to this
clause (viii) since the Issue Date that are at that time outstanding, not to exceed 15% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to
subsequent changes in value). 
  
 “Permitted Liens”
means, with respect to any Person: 
  
 (1) Liens
securing Indebtedness and other obligations of the Company under the Revolving Credit Facility and related Interest Rate Agreements and liens on assets of Restricted Subsidiaries securing Guarantees of Indebtedness and other obligations of the
Company under the Revolving Credit Facility permitted to be incurred under this Indenture in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $900.0 million and (y) the Borrowing Base; 
  
 (2) pledges or deposits by such Person under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the
payment of rent, in each case Incurred in the ordinary course of business; 
  
 (3) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof; 
  
 (4) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested
in good faith by appropriate 

  

 13 








 
proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof; 
  
 (5) Liens in favor of issuers of surety or performance bonds
or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

  
 (6) encumbrances, easements or reservations
of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or liens incidental to the conduct of the
business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
  
 (7) Liens securing Hedging Obligations so long as the
related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligation; 
  
 (8) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or
any of its Restricted Subsidiaries; 
  
 (9)
judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired; 
  
 (10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations with respect to, assets or property acquired or constructed in the ordinary course of
business, provided that: 
  
 (a) the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property so acquired or constructed; and 
  
 (b) such Liens are created within 180 days of construction
or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto; 
  
 (11) Liens arising solely by virtue of any statutory or
common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that: 
  

 14 








 (a) such deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and 
  
 (b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

  
 (12) Liens arising from Uniform Commercial
Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 
  
 (13) Liens existing on the Issue Date (excluding Liens permitted under clause (1)); 
  
 (14) Liens on property or shares of stock of a Person at the
time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further,
however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary; 
  
 (15) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a
merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further,
however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary; 
  
 (16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Wholly Owned Subsidiary (other
than a Receivables Entity); 
  
 (17) Liens
securing the Securities and Subsidiary Guarantees; 
  
 (18) Liens securing Indebtedness incurred after the Issue Date and any Refinancing Indebtedness relating thereto (excluding any Liens securing any other Indebtedness Incurred after the Issue Date permitted under other clauses hereof) in an
aggregate principal amount at any one time outstanding not to exceed 15% of Total Assets; 
  
 (19) Liens securing Refinancing Indebtedness (other than Liens Incurred under clauses (1) and (18) above) incurred to refinance
Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien 

  

 15 








 
arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder; and 
  
 (20) Liens on assets transferred to a Receivables Entity or
on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction. 
  
 “Permitted Joint Venture” means any Person in which the Company or a Restricted Subsidiary owns, directly or indirectly, an ownership interest
(other than a Subsidiary) and whose primary business is related, ancillary or complementary to any of the businesses of the Company and its Restricted Subsidiaries at the time of determination. 
  
 “Person” means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
  
 “Preferred Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 
  
 “Purchase Money Note” means a promissory note of a Receivables
Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Receivables Transaction to a Receivables Entity, which note shall be repaid from cash available to the
Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and
amounts paid in connection with the purchase of newly generated receivables. 
  
 “QIB” means any “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). 
  
 “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Entity (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Receivables Entity), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation,
all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. 
  

 16 








 “Qualified Stock” means any Capital Stock that is not Disqualified Stock. 
  
 “Receivables Entity” means a Wholly-Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable and related assets) which engages in no activities other than in
connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity, (a) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or
obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or
understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not
Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable, and (c) to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve
such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy
of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 
  
 “Recourse Indebtedness” means Indebtedness that is not Non-Recourse
Indebtedness. 
  
 “Refinancing Indebtedness” means
Indebtedness that is Incurred to refund, refinance, replace, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinances”, and “refinanced” shall have a correlative meaning) any
Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted by the Indenture) and Indebtedness of any
Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary (except that a Subsidiary Guarantor shall not refinance Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor)) including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that (i) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced, (ii) the Refinancing Indebtedness has an Average
Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced, (iii) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal 

  

 17 








 
to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness
being refinanced, plus fees, underwriting discounts, premiums, unpaid accrued interest and other costs and expenses incurred in connection with such Refinancing Indebtedness and (iv) if the Indebtedness being refinanced is subordinated in right of
payment to the Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Securities or the Subsidiary Guarantee on terms at least as favorable to the holders of Securities as those contained in
the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided further, however, that Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that
refinances Indebtedness of the Company or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary. 
  

“Registration Rights Agreement” means the Registration Rights Agreement, dated May 21, 2003, among the Company, J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., Rabo Securities USA, Inc., Sun Trust Capital Markets Inc., BMO Nesbitt Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp., and with respect to any Additional Notes, one or more substantially similar
registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, from time to time. 
  
 “Related Business” means any business which is the same as or related, complementary or ancillary to any of the businesses of the Company and
its Restricted Subsidiaries on the Issue Date. 
  
 “Restricted Investment” means any Investment other than a Permitted Investment. 
  
 “Restricted Period” means, in relation to the Initial Notes, the 40 consecutive days beginning on and including the later of (A) the day on
which the Initial Notes are offered to persons other than distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date and, in relation to any Additional Notes that are Restricted Securities, it means the comparable
period of 40 consecutive days. 
  
 “Restricted Security”
means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an opinion of
counsel with respect to whether any Security constitutes a Restricted Security. 
  
 “Restricted Securities Legend” means the Private Placement Legend set forth in clause (A) of Section 2.1(d) or the Regulation S Legend set forth in clause (B) of Section 2.1(d), as applicable.

  
 “Restricted Subsidiary” means any Subsidiary of the
Company other than an Unrestricted Subsidiary. 
  

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 “Revolving Credit Facility” means the Multi-Year Credit Agreement dated as of December 6, 2001
among the Company, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent, as amended on June 6, 2002, November 13, 2002, and April 4, 2003 and as it may be amended, supplemented or
modified from time to time and any renewal, increase, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original administrative agent and lenders or another administrative agent or agents or one or more other
lenders and whether provided under the original Revolving Credit Facility or one or more other credit or other agreements or indentures). The Multi-Year Credit Argument dated as of December 6, 2001 replaced the Second Amended and Restated Multi-Year
Credit Agreement dated as of December 3, 1999 among the Company, the subsidiary guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, as Administrative Agent. 
  
 “Sale/Leaseback Transaction” means any direct or indirect arrangement relating to property now owned or hereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or such Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company
and a Wholly-Owned Subsidiary or between Wholly-Owned Subsidiaries. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien. 
  
 “Securities” means the Securities issued under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Securities Custodian” means the custodian with respect to the
Global Security (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee. 
  
 “Senior Management” means with respect to the Company or any of its Subsidiaries, as the case may be, any one of the Chairman of the Board, the
Chief Executive Officer, the President and the Chief Operating Officer or any combination of the foregoing. 
  
 “Senior Secured Notes” means collectively, the 8.41% Series B Senior Secured Notes Due August 1, 2006, the 8.34% Series C Senior Secured Notes
Due August 1, 2003, the 9.80% Series D Senior Secured Notes Due August 1, 2003, the 10.75% Series E Senior Secured Notes Due August 1, 2005, the 8.52% Series F Senior Secured Notes Due August 1, 2006, the 9.85% Series G Senior Secured Notes Due
November 1, 2006 and the 8.41% Series H Senior Secured Notes Due August 1, 2004, each issued pursuant to the Amended and Restated Note Purchase Agreement, dated as of October 31, 1999, among the Company and each of the several purchasers named
therein, as the same may be amended, supplemented or otherwise modified from time to time, the 7.89% Series I Senior Secured Notes due October 1, 2009, the Variable 

  

 19 








 
Rate Series J Senior Secured Notes due October 1, 2009, the 8.44% Series K Senior Secured Notes due October 1, 2009, the LIBOR Rate Series L Senior Secured
Notes due October 1, 2009, each issued pursuant to the Amended and Restated Note Purchase Agreement, dated as of October 27, 1999, among the Company and each of the several purchasers named therein, as the same may be amended, supplemented or
otherwise modified from time to time, the 8.25% Series M Senior Secured Notes due March 2, 2006 issued pursuant to the Note Purchase Agreement, dated as of June 2, 2000, among the Company and each of the several purchasers named therein, as the same
may be amended, supplemented or otherwise modified (but not increased) from time to time and the Reset Rate Series O 5/10 Year Senior Secured Notes and the Adjustable Rate Series P 5/10 Year Senior Secured Notes due July 31, 2011, each issued
pursuant to the Note Purchase Agreement, dated as of March 1, 2001, among the Company and each of the secured purchasers named therein, as the same may be amended, supplemented or otherwise modified (but not increased) from time to time. 

 
 “Shelf Registration Statement” shall have the meaning set forth
in the Registration Rights Agreement. 
  
 “Significant
Subsidiary” means any Restricted Subsidiary that is a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
  
 “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., and its
successors. 
  
 “Standard Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are reasonably customary in an accounts receivable transaction. 
  
 “Stated Maturity” means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security
at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer, unless such contingency has occurred). 
  
 “Subordinated Indebtedness” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a written agreement including, in all respects, the 1998 Notes. 
  
 “Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership or joint venture interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees 

  

 20 








 
thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person. 
  
 “Subsidiary Guarantee” means any Guarantee of the Securities that
may from time to time be executed and delivered by a Restricted Subsidiary pursuant to Section 3.12. 
  
 “Subsidiary Guarantor” means any Subsidiary that has issued a Subsidiary Guarantee. 
  
 “Successor Company” shall have the meaning assigned thereto in
clause (i) of Section 4.1. 
  
 “Successor
Guarantor” shall have the meaning assigned thereto in clause (i) of Section 4.2. 
  
 “Temporary Cash Investments” means any of the following: (i) any Investment in direct obligations (x) of the United States of America or any agency thereof or obligations Guaranteed by the United States of
America or any agency thereof or (y) of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1” by Moody’s, (ii) Investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United
States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long-term debt is rated “A” by S&P or “A-1” by Moody’s, (iii) repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper,
maturing not more than 270 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United
States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P, (v) Investments in securities with maturities of six
months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P
or “A” by Moody’s and (vi) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having
capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any short-term successor rule) of the SEC, under the
Investment Company Act of 1940, as amended. 
  
 “TIA” or
“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as in effect from time to time. 
  

 21 








 “Total Assets” means, with respect to any Person, the total consolidated assets of such Person
and its Restricted Subsidiaries, as shown on the recent balance sheet of such Person. 
  
 “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary
course of business in connection with the acquisition of goods or services. 
  
 “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor. 
  
 “Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer this Indenture. 
  
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary (except a Restricted Subsidiary which upon such
designation becomes an Unrestricted Subsidiary in accordance with this Indenture); provided that (i) such designation would be permitted under Section 3.4, (ii) no portion of the Indebtedness or any other obligation (contingent or
otherwise) of such Subsidiary (A) is Guaranteed by the Company or any Restricted Subsidiary, (B) is Recourse Indebtedness or (C) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, and (iii) no default or event of default with respect to any Indebtedness of such Subsidiary would permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare such Indebtedness
of the Company or any Restricted Subsidiary due and payable prior to its maturity. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such
designation (x) the Company could Incur $1.00 of additional Indebtedness under Section 3.3(a) and (y) no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate that such designation complied with the foregoing provisions. 
  
 “U.S. Government Obligations” means direct obligations (or
certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and 

  

 22 








 
credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option. 
  
 “Voting Stock” of an entity means all classes of Capital Stock of
such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 
  
 “Wholly-Owned Subsidiary” means a Restricted Subsidiary of the
Company, 80% or more of the Capital Stock of which (other than directors’ qualifying shares) is owned directly or indirectly by the Company. 
  
 SECTION 1.2. Other Definitions. 
  

	 Term

	  	Defined in
Section

	 
	 “Additional Notes”
	  	Recitals	 
	 “Additional Restricted Securities”
	  	2.1	(b)
	 “Affiliate Transaction”
	  	3.8	 
	 “Agent Members”
	  	2.1	(e)
	 “Authenticating Agent”
	  	2.2	 
	 “Bankruptcy Law”
	  	5.1	 
	 “Change of Control Offer”
	  	3.9	(c)
	 “Company Order”
	  	2.2	 
	 “Corporate Trust Office”
	  	3.1	5
	 “covenant defeasance option”
	  	7.1	(b)
	 “Custodian”
	  	5.1	 
	 “Definitive Securities”
	  	2.1	(f)
	 “Event of Default”
	  	5.1	 
	 “Exchange Notes”
	  	Recitals	 
	 “Excess Proceeds”
	  	3.7	(b)
	 “Global Securities”
	  	2.1	(b)
	 “IAI”
	  	2.1	(b)
	 “Initial Notes”
	  	Recitals	 
	 “Institutional Accredited Investor Global Note”
	  	2.1	(b)
	 “Institutional Accredited Investor Notes”
	  	2.1	(b)
	 “legal defeasance option”
	  	7.1	(b)
	 “Offer”
	  	3.7	(b)
	 “Offer Amount”
	  	3.7	(c)
	 “Offer Period”
	  	3.7	(c)
	 “Pari Passu Offer”
	  	3.7	(b)
	 “Paying Agent”
	  	2.3	 
	 “Private Placement Legend”
	  	2.1	(d)
	 “Purchase Agreement”
	  	2.1	(b)
	 “Purchase Date”
	  	3.7	(c)
	 “Registrar”
	  	2.3	 

  

 23 









	 “Regulation S”
	  	2.1	(b)
	 “Regulation S Global Note”
	  	2.1	(b)
	 “Regulation S Legend”
	  	2.1	(d)
	 “Regulation S Notes”
	  	2.1	(b)
	 “Resale Restriction Termination Date”
	  	2.6	 
	 “Restricted Payment”
	  	3.4	(a)
	 “Rule 144A Global Note”
	  	2.1	(b)
	 “Rule 144A Note”
	  	2.1	(b)
	 “Securities”
	  	Recitals	 
	 “Series B Global Note”
	  	2.1	(b)
	 “Special Interest Payment Date”
	  	2.1	3(a)
	 “Special Record Date”
	  	2.1	3(a)

  
 SECTION 1.3.
Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

  
 “Commission” means the SEC. 
  
 “indenture securities” means the Securities. 
  
 “indenture security holder” means a Securityholder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the
Trustee. 
  
 “obligor” on the indenture securities means
the Company and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
  
 SECTION 1.4. Rules of Construction. Unless the context otherwise
requires: 
  
 (1) a term has the meaning assigned
to it; 
  
 (2) an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) “including” means including without limitation; 
  

 24 








 (5) words in the singular include the plural and words in the plural include the
singular; 
  
 (6) unsecured Indebtedness shall
not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
  
 (7) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and 
  
 (8) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater. 
  
 ARTICLE II 
  
 The Securities 
  
 SECTION 2.1. Form, Dating
and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $350,000,000. In
addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3(a) hereof, Additional Notes and Exchange Notes. Furthermore, Securities may be authenticated
and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.9, 2.11 or 8.5 or in connection with an Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to
Section 3.9. 
  
 The Initial Notes shall be known and
designated as “7 3/4% Senior Notes, Series A, due 2013” of the Company. Additional Notes issued as
Restricted Securities shall be known and designated as “7 3/4% Senior Notes, Series A, due 2013” of the
Company. Additional Notes issued other than as Restricted Securities shall be known and designated as “7 3/4% Senior Notes, Series B, due 2013” of the Company, and Exchange Notes shall be known and designated as “7 3/4% Senior Notes, Series B, due 2013” of the Company. 
  
 With respect to any Additional Notes, the Company shall set forth in (a) a Board Resolution and (b)(i) an Officer’s Certificate or (ii) one or more
indentures supplemental hereto, the following information: 
  
 (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
  
 (ii) the issue price and the issue date of such Additional Notes; and 
  
 (iii) whether such Additional Notes shall be Restricted Securities issued in the form of Exhibit A hereto
and/or shall be issued in the form of Exhibit B hereto. 
  

 25 








 The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a
single class for all purposes of this Indenture. Holders of the Initial Notes, the Additional Notes and the Exchange Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of
the Holders of the Initial Notes, the Additional Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 
  
 (b) The Initial Notes are being offered and sold by the Company pursuant to a
Purchase Agreement, dated May 14, 2003, among the Company, J.P. Morgan Securities Inc.; Goldman, Sachs & Co., Rabo Securities USA, Inc., Sun Trust Capital Markets Inc., BMO Nesbitt Burns Corp., ING Financial Markets LLC and BNP Paribas
Securities Corp. (the “Purchase Agreement”). The Initial Notes and any Additional Notes (if issued as Restricted Securities) (“Additional Restricted Securities”) will be resold initially only to (A) QIBs and (B)
Persons other than U.S. Persons (as defined in Regulations S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Notes and Additional Restricted Securities may thereafter be transferred to among
others, QIBs, purchasers in reliance on Regulation S and institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in accordance with Rule 501
of the Securities Act in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with
applicable law. 
  
 Initial Notes and Additional Restricted
Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby
incorporated by reference and made a part of this Indenture including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided. 
  
 Initial Notes and any Additional
Restricted Securities offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of
Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Regulation S Global Note”). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for the
Depositary in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. During the Restricted Period, interests in the
Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in the Depositary) unless 

  

 26 








 
exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. 
  
 Investors may hold their interests in the Regulation S Global Note directly
through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such
interests through organizations other than Euroclear or Clearstream that are participants in the Depositary’s system. Euroclear and Clearstream will hold such interests in the Regulation S Global Note on behalf of their participants through
customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in
the depositaries’ names on the books of the Depositary. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided. 
  
 Initial Notes and any Additional Restricted
Securities resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate
legends as set forth in Section 2.1(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate.
The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided. 
  
 Exchange Notes exchanged for interests in the Rule
144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) hereof (the “Exchange Global Note”). The Exchange Global Note may be represented by more than one
certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. 
  
 Any Additional Notes issued other than as Restricted Securities will be issued in the form of one or more permanent global Securities substantially in the
form of Exhibit B (each, a “Series B Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Series B Global Note may be
represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The 

  

 27 








 
aggregate principal amount of the Series B Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided. 
  
 The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note, the Exchange Global Note, and the Series B Global Notes are sometimes collectively herein referred to as the “Global
Securities.” 
  
 The principal of (and premium, if any)
and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section
2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire
transfer or to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the Depositary. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of
Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or
the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  
 The Exchange Notes shall be in the form of Exhibit A. The Securities
may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the
Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to
the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 
  
 (c) Denominations. The Securities shall be issuable only in fully registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof. 
  
 (d) Restrictive Legends.
Unless and until (i) an Initial Note or an Additional Note issued as a Restricted Security is sold under an effective registration statement or (ii) an Initial Note or an Additional Note issued as a Restricted Security is exchanged for an Exchange
Note in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement, (A) such Rule 144A Global Note and the Institutional Accredited Investor Global Note shall bear the following legend (the
“Private Placement Legend”) on the face thereof: 
  

 28 








 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
  
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND 

  

 29 








 
DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

  
 BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL
BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS
UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF
SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE
SIMILAR LAWS.” 
  
 (B) the Regulation S Global Note shall
bear the following legend (the “Regulation S Legend”) on the face thereof: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER 

  

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THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED
AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
  
 BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO
PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF
PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS, ACCOUNTS OR 

  

 31 








 
ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.” 
  
 The Global Securities, whether or not an Initial Note, shall bear the following legend on the face thereof: 
  
 “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.” 
  
 (e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Securities deposited with the Trustee, as custodian for the
Depositary. 
  
 (ii) Each Global Security initially shall (x) be
registered in the name of the Depositary for such Global Security or the nominee of such Depositary, (y) be delivered to the Trustee as custodian for such Depositary and (z) bear legends as set forth in Section 2.1(d). 
  
 (iii) Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the
Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Security. 
  

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 (iv) The registered Holder of a Global Security may grant proxies and otherwise authorize any person,
including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 
  
 (v) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (f)
of this Section 2.1 to beneficial owners who are required to hold Definitive Securities, the Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the
principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. 
  
 (vi) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (e) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. 
  
 (vii) Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such
Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 
  
 (f) Definitive Securities. Except as provided below, owners of beneficial interests in Global Securities will not be entitled to receive Definitive
Securities. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Securities in exchange for their beneficial interests in a Global Security upon written request in accordance with the
Depositary’s and the Registrar’s procedures. In addition, Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as
Depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Security
shall be so exchangeable or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. 
  
 (g) Any Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.1(e)(iv) or (v) shall, except
as otherwise provided by paragraph (c) of Section 2.6, bear the applicable legend regarding transfer restrictions applicable to the Definitive Security set forth in Section 2.1(d). 
  

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 (h) In connection with the exchange of a portion of a Definitive Security for a beneficial interest in a
Global Security, the Trustee shall cancel such Definitive Security, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Security representing the principal amount not so
transferred. 
  
 SECTION 2.2. Execution and Authentication.
Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless. 
  
 A Security shall not be valid until an
authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. A Security
shall be dated the date of its authentication. 
  
 At any time and
from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (2)
subject to the terms of this Indenture Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement or upon resale under an effective
Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Notes, Additional Notes or Exchange Notes. 
  
 The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. 

 
 In case the Company or any Subsidiary Guarantor (if any), pursuant to
Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from
such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed
an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the 

  

 34 








 
Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and
deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for
or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered
in such new name. 
  
 SECTION 2.3. Registrar and Paying
Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the
“Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of
their transfer and exchange (the “Note Register”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term
“Registrar” includes any co-registrar. 
  
 The Company
shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 6.7. The Company or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. 
  
 SECTION 2.4. Paying Agent To Hold Money in Trust. By at least 10:00 a.m. (New York City time) on the date on which any principal of or interest on
any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or interest when due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that such Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing
of any default by the Company in making any such payment. If the Company or a Subsidiary acts 

  

 35 








 
as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities. 
  
 SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar or to the extent otherwise required
under the TIA, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Securityholders and the Company shall otherwise comply with TIA § 312(a). 
  
 SECTION 2.6. Transfer and Exchange. 
  
 (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to
the date which is two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”): 
  
 (i) a transfer
of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the
Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to
it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 
  
 (ii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made
upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them; and 
  
 (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the 

  

 36 








 
Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the
Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 
  
 (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:

  
 (i) a transfer of a Regulation S Note or a
beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule 144A; 
  
 (ii) a transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7
hereof from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and 
  
 (iii) a transfer of a Regulation S Note or a beneficial
interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company or the
Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 
  
 After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without requiring
the certification set forth in Section 2.8 or any additional certification. 
  
 (c) Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities not bearing a Restricted Securities Legend, the Registrar shall deliver Securities that do not bear a Restricted
Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted Securities Legend, the Registrar shall deliver only Securities that bear such Restricted Securities Legend unless (i) Initial Notes are being exchanged
for Exchange Notes in a Exchange Offer in which case the Exchange Notes shall not bear a Restricted Securities Legend, (ii) an Initial Note is being transferred pursuant to an effective registration statement or (iii) there is delivered to the
Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain 

  

 37 








 
compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted
Securities Legend. 
  
 (d) The Registrar shall retain copies of
all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar. 
  
 (e) Obligations with Respect to Transfers and Exchanges of Securities. 
  
 (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article
II, execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s request. 
  
 (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to
Sections 3.9 or 8.5). 
  
 (iii) The
Registrar shall not be required to register the transfer of or exchange of any Security for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Securities and ending at the close of business on the day of
such mailing or (2) 15 Business Days before an interest payment date and ending on such interest payment date. 
  
 (iv) Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent or the
Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether
or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
  
 (v) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  
 (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member
of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to
the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities.
All notices and 

  

 38 








 
communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the
order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules
and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 
  
 (ii) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members
or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements hereof. 
  
 SECTION 2.7. Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. 
  
 [Date]                                      
               
  
 Smithfield Foods, Inc. 
 c/o SunTrust Bank 
 25 Park
Place 
 24th Floor

 Atlanta, Georgia 30303-2900 
  
 Attention: Corporate Trust Department (mc 008) 
  
 Dear Sirs: 
  
 This certificate is delivered to request a transfer of $         principal amount of the 7 3/4% Senior Notes due 2013 (the “Notes”) of Smithfield Foods, Inc. (the “Company”). 
  
 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
  
 Name:
                                       
                            
  
 Address:
                                       
                       
  
 Taxpayer ID Number:
                                       
  
  
 The undersigned represents and warrants to you that:

  

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

  
 2. We understand that the Notes have not been registered under
the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such
Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act (“Rule 144A”), (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall
provide, among other things, that the transferee is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not
for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d),
(e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 
  

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 TRANSFEREE:                                    
                                 
  
 BY                                      
                                        
            
  
 SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S. 
  
 [Date]                                      
                           
  
 Smithfield Foods, Inc. 
 c/o SunTrust Bank 
 25 Park Place 
 24th Floor 
 Atlanta, Georgia 30303-2900 
  
 Attention: Corporate Trust Department (mc 008) 
  

	 	Re:	 	Smithfield Foods, Inc. 


	 	    	 	7 3/4% Senior Notes due 2013 (the
“Securities”) 

  
 Ladies and Gentlemen: 
  
 In
connection with our proposed sale of $                 aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
  
 (a) the offer of the Securities was not made to a person in the United States; 
  
 (b) either (i) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities
market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 
  
 (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation
S, as applicable; and 
  
 (d) the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities Act. 
  
 In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such 

  

 41 








 
sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 
  
 You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in
Regulation S. 
  
 Very truly yours, 
  
 [Name of Transferor] 
  
 By:_______________________________ 
       Authorized Signature 
  
 SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon Company Order, shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial
Code are met such that the Securityholder (a) notifies the Company and the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to
receiving such notification, (b) makes such request to the Company prior to the Company having notice that the Security has been acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Company and the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Security is replaced, then, in the absence of notice to the Company, any Subsidiary Guarantor or the Trustee that such Security has
been acquired by a protected purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security. 
  
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) in connection therewith. 
  

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 Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 SECTION 2.10. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. A Security does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Security except that the Company or an Affiliate of the Company shall not obtain
voting rights with respect to such Security. 
  
 If a Security is
replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. 
  
 If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities maturing and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. 
  
 SECTION 2.11. Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities. After the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary Securities at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Securities representing an equal principal amount of Securities. Until so
exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Securities. 
  

SECTION 2.12. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee 

  

 43 








 
any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and return to the Company all
Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such cancellation to the Company. The Company may not issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation. 
  
 At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the Global Security and on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security)
with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. 
  
 SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on any Security which is payable, and is punctually paid or duly provided for, on
any interest payment date shall be paid to the Person in whose name such Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 2.3. 
  
 Any interest on any Security which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date by
virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Securities (such defaulted interest and interest thereon herein collectively called
“Defaulted Interest”) shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: 
  
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective
predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) 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 and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), 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 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 in this clause provided. Thereupon the Trustee shall fix a record date (the “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 Special 

  

 44 








 
Interest Payment Date 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 and Special Interest Payment Date therefor to be given in the
manner provided for in Section 9.2, 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 and Special Interest Payment Date therefor having been so
given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Securities (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 (b). 
  
 (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section, 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 2.14. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 SECTION 2.15. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use). The Trustee shall not be responsible for the use of CUSIP numbers, and the
Trustee makes no representation as to their correctness as printed on any Security or notice to Securityholders. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers. 
  

 45 








 ARTICLE III 
  
 Covenants 
  
 SECTION 3.1. Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture. 
  
 The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. 
  
 SECTION 3.2. SEC Reports. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13(a) or 15(d) of the
Exchange Act, the Company will file (if then permitted to do so) with the SEC and provide (whether or not so filed with the SEC) the Trustee and Securityholders and prospective Securityholders (upon request) within 15 days of the date of filing with
the SEC or, if not filed, on the date that such reports would be required to be filed with the SEC if the Company was a reporting company, with the annual reports and the information, documents and other reports, which are specified in Sections 13
and 15(d) of the Exchange Act; provided, however, that the Company shall provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Securityholder or prospective
Securityholder. The Company shall also comply with the other provisions of TIA § 314(a). 
  
 SECTION 3.3. Limitation on Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the
Company and its Restricted Subsidiaries may Incur Indebtedness if on the date of the Incurrence of such Indebtedness the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00. 
  
 (b) Notwithstanding the foregoing paragraph (a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness: 
  
 (i) (A) Indebtedness of the Company Incurred pursuant to the Revolving Credit Facility and (B) the Incurrence by a Receivables Entity of Indebtedness in a Qualified Receivables Transaction that is nonrecourse to the
Company or any Subsidiary of the 

  

 46 








 
Company (except for Standard Securitization Undertakings) in an aggregate principal amount for Indebtedness Incurred under clauses (A) and (B) and
outstanding at any one time, not to exceed the greater of (x) $900.0 million, less the aggregate amount of all repayments of principal actually made under the Revolving Credit Facility since the Issue Date with Net Available Cash from Asset
Dispositions pursuant to clause (a)(iii)(A) of Section 3.7 and (y) the Borrowing Base; 
  
 (ii) the incurrence by the Company of Indebtedness represented by the Securities; 
  
 (iii) Indebtedness (A) of the Company to any Wholly-Owned
Subsidiary and (B) of any Restricted Subsidiary to the Company or any other Wholly-Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly-Owned
Subsidiary ceasing to be a Wholly-Owned Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or a Wholly-Owned Subsidiary) will be deemed, in each case, an Incurrence of Indebtedness by the Company or such
Restricted Subsidiary, as the case may be; 
  
 (iv) any Indebtedness (other than the Indebtedness described in clauses (i) or (iii) above) outstanding on the Issue Date, including the 2001 Senior Notes, 1998 Notes and the Senior Secured Notes then in existence and the Guarantees related
thereto, and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iv) or paragraph (a); 
  
 (v) Indebtedness represented by the Subsidiary Guarantees and Guarantees of Indebtedness Incurred pursuant to clause (i) above;

  
 (vi) Indebtedness in respect of performance,
surety or appeal bonds provided in the ordinary course of business; 
  
 (vii) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into for bona fide hedging purposes of the Company or any Restricted Subsidiary in the ordinary course
of business; 
  
 (viii) Indebtedness (in addition
to Indebtedness described in clauses (i), (iii) and (iv)) of the Company or any Restricted Subsidiary attributable to Capitalized Lease Obligations, or Incurred to finance the acquisition, construction or improvement of fixed or capital assets, or
constituting Attributable Debt in respect of Sale/Leaseback Transactions, in an aggregate principal amount at any time outstanding, since the Issue Date, not in excess of $50.0 million; 
  
 (ix) Indebtedness of a Restricted Subsidiary issued and outstanding on or prior to the date on which such
Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred (A) as consideration in, or to provide all or any portion of the 

  

 47 








 
funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company or (B) otherwise in connection with, or in contemplation of, such acquisition) and any Refinancing Indebtedness with respect thereto; provided, however, that on the date of any such
acquisition of a Restricted Subsidiary, the Company shall have been able to Incur at least an additional $1.00 of Indebtedness under paragraph (a) above after giving effect to such acquisition; and 
  
 (x) Indebtedness (in addition to Indebtedness described in
clauses (i)-(ix)) in a principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (x) since the Issue Date and then outstanding, will not in the aggregate exceed $50.0 million.

  
 (c) Notwithstanding the foregoing, the Company will not Incur
any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Indebtedness unless such Indebtedness (i) will be subordinated to the Securities to at least the same
extent as such Subordinated Indebtedness and (ii) will not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the
Indebtedness to be refinanced or refunded. 
  
 (d) No Subsidiary
Guarantor will incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Indebtedness of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Indebtedness. 
  
 (e) The Company will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Indebtedness; provided, however, if
any such Indebtedness ceases to be Non-Recourse Indebtedness, such event shall be deemed to constitute an Incurrence of Indebtedness by the Company or a Restricted Subsidiary. 
  
 (f) For purposes of determining compliance with this Section 3.3, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness at the time of Incurrence and only be required to include the amount and type of
such Indebtedness in one of such clauses. All Indebtedness outstanding on the Issue Date under the Revolving Credit Facility shall be deemed initially Incurred on the Issue Date pursuant to clause (b)(i) of this Section 3.3. 
  
 (g) For purposes of determining compliance with any U.S. dollar-denominated
restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if 

  

 48 








 
such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S.
dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.3, the maximum amount of Indebtedness that the Company may Incur
pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

  
 SECTION 3.4. Limitation on Restricted Payments. (a) The
Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or
consolidation involving the Company) except (x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any of its Subsidiaries (and, if such
Subsidiary is not directly or indirectly owned 100% by the Company, to its other stockholders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary held by
Persons other than the Company or any of its Subsidiaries, (iii) purchase, repurchase, redeem, prepay interest, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Indebtedness or Guarantor Subordinated Indebtedness (other than the purchase, repurchase or other acquisition of Subordinated Indebtedness or Guarantor Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Restricted Investment in any Person (any such dividend, distribution, purchase, redemption,
repurchase, defeasance, other acquisition, retirement or Investment referred to in clauses (i) through (iv) being herein referred to as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such
Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); (2) the Company could not Incur at least an additional $1.00 of Indebtedness under paragraph (a) of Section 3.3; or (3) the aggregate amount
of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Company’s Board of Directors, whose determination shall be conclusive and evidenced by a
resolution of the Company’s Board of Directors) declared or made subsequent to the Issue Date would exceed the sum of: (A) $100 million; (B) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period)
commencing on the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are available (but in no event ending more than 135 days prior to the date of such Restricted
Payment) (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (C) the aggregate Net Cash Proceeds received by the Company from the 

  

 49 








 
issuance or sale of its Capital Stock (other than Disqualified Stock) or other cash capital contributions subsequent to the Issue Date (other than an
issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries for the benefit of their employees to the extent the purchase
by such plan or trust is financed by Indebtedness of such plan or trust and for which the Company or any Restricted Subsidiary is the lender or is liable as guarantor or otherwise); (D) the fair market value (as determined in good faith by the Board
of Directors of the Company) of shares of Qualified Stock of the Company issued to acquire Additional Assets from a third party; (E) the sum of (i) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon
the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date, of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of
the Company (less the amount of any cash or other property (other than Capital Stock) distributed by the Company upon such conversion or exchange) and (ii) the aggregate Net Cash Proceeds received by the Company (less any contingent amounts that the
Company may be required to refund or return) upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for
Capital Stock (other than Disqualified Stock); (F) the amount equal to the net reduction in Investments since the Issue Date in Unrestricted Subsidiaries resulting from (i) repayments of loans or advances or other transfers of assets to the Company
or any Restricted Subsidiary from Unrestricted Subsidiaries or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of
any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was treated as a Restricted Payment (and, with respect to clauses (i) and (ii), without
duplication of any amounts included in Consolidated Net Income); and (G) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (A) the net proceeds
of such sale, liquidation or repayment and (B) the net book value of such Restricted Investment. 
  
 (b) So long as there is no Default or Event of Default continuing, the provisions of the foregoing paragraph (a) will not prohibit: (i) any purchase,
defeasance or redemption of Capital Stock or Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than
Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries for the benefit of their employees to the extent the purchase by such plan or trust
is financed by Indebtedness by such plan or trust and for which the Company or any Restricted Subsidiary is the lender or is liable as a guarantor or otherwise); provided, however, that (A) such purchase, defeasance or redemption shall be
excluded in subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of Capital Stock shall be excluded in calculations under clause (3) (C) of Section 3.4(a); (ii) any purchase, defeasance or
redemption of Subordinated Indebtedness made by exchange for, or out of the proceeds of the 

  

 50 








 
substantially concurrent sale of, Subordinated Indebtedness of the Company that is Refinancing Indebtedness; provided, however, that (A) such
Indebtedness is subordinated to the Securities at least to the same extent as such Subordinated Indebtedness so purchased or redeemed and (B) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of
Restricted Payments; (iii) the repurchase, redemption or other acquisition or retirement for value of Subordinated Indebtedness of the Company or Guarantor Subordinated Indebtedness of any of its Restricted Subsidiaries pursuant to a “change of
control” or “asset sale” covenant set forth in the Indenture pursuant to which the same is issued and such “change of control” and “asset sale” covenants are substantially identical in all material respects to the
comparable provisions included in the Indenture; provided that such repurchase, redemption or other acquisition or retirement for value shall only be permitted if all of the terms and conditions in such provisions have been complied with and
such repurchases, redemptions or other acquisitions or retirements for value are made in accordance with such indenture pursuant to which the same is issued and provided further that the Company has repurchased all Securities required to be
repurchased by the Company pursuant to the terms and conditions described in Section 3.7 or 3.9, as the case may be, prior to the repurchase, redemption or other acquisition or retirement for value of such Subordinated Indebtedness or
Guarantor Subordinated Indebtedness pursuant to the “change of control” or “asset sale” covenant included in such indenture; provided that such repurchase, redemption or other acquisition shall be excluded in subsequent
calculations of the amount of Restricted Payments; (iv) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with the requirements of Section 3.4(a); provided,
however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments; (v) any repurchase of an Equity Interest deemed to occur upon exercise of stock options if such Equity Interests represent a portion
of the exercise price of such options; or (vi) Permitted Employee Payments in an aggregate amount not in excess of $5.0 million since the Issue Date; provided, however, that such payments shall be included in the calculation of Restricted
Payments. 
  
 SECTION 3.5. Limitation on Sale/Leaseback
Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the
time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board of Directors of the Company) of the property subject to such transaction; (ii) the Company or such Restricted Subsidiary could
have Incurred Indebtedness in an amount equal to the Attributable Debt in respect of such Sale/Leaseback Transaction pursuant to Section 3.3; (iii) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property
subject to such Sale/Leaseback Transaction without securing the Securities pursuant to Section 3.11; and (iv) the Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of the Indenture described in Section
3.7 (including the provisions concerning the application of Net Available Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Available Cash
for purposes of such covenant. 
  

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 SECTION 3.6. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company
will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its
property or assets to the Company or any other Restricted Subsidiary; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including pursuant to this Indenture, the Revolving Credit
Facility and the Senior Secured Notes then in existence; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on
which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an
agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in the preceding clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in the preceding clauses (a) or (b) or
this clause (c); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Holders of the Securities taken as a whole, than the original encumbrances and
restrictions contained in such agreements; (d) in the case of clause (iii) of this Section 3.6, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture,
(C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements and (D) ordinary course provisions
restricting the assignability of contracts; (e) any restriction with respect to the Company or a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets
of the Company or such Restricted Subsidiary pending the closing of such sale or disposition; (f) restrictions created in connection with a Qualified Receivables Transaction that, in the good faith determination of the Board of Directors, are
necessary to effect such Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; and (g) any restriction by operation of applicable law. 
  
 SECTION 3.7. Limitation on Sales of Assets. (a) The Company will not,
and will not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any
liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition (as determined in good faith by the management of the Company, or if


  

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such Asset Disposition involves consideration in excess of $20.0 million, by a resolution of the Board of Directors set forth in an Officers’
Certificate delivered to the Trustee), (ii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents (except such requirement of cash and/or Cash Equivalents shall
not apply to any property, plant, equipment or other facility closed and designated as unused, idle or obsolete by either Senior Management or by resolution of the Board of Directors, and in either case set forth in an Officers’ Certificate
delivered to the Trustee) and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) as follows: (A) first, to the extent the Company
or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase Indebtedness (other than Disqualified Stock or Subordinated Indebtedness) (and to correspondingly reduce commitments with respect
thereto) within 365 days after the date of such Asset Disposition; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects,
to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the date of such Asset
Disposition; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to purchase Securities and Pari Passu Indebtedness (including, without limitation, the
2001 Senior Notes) with similar asset sale provisions, pro rata at 100% of the tendered principal amount thereof (or 100% of the accreted value of such other Pari Passu Indebtedness so tendered, if such Pari Passu Indebtedness was offered at
a discount) plus accrued and unpaid interest, if any, thereon to the purchase date and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) above, to fund (to the
extent consistent with any other applicable provision of the Indenture) any corporate purpose; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company
or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions of this Section 3.7, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset
Dispositions that is not yet applied in accordance with this Section 3.7 at any time exceeds $10.0 million. 
  
 For the purposes of this Section 3.7, the following will be deemed to be cash: (x) the assumption of Indebtedness of the Company (other than
Disqualified Stock or Subordinated Indebtedness of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (y)
securities received by the Company or any Restricted Subsidiary from the transferee that are converted within 30 days by the Company or such Restricted Subsidiary into cash. Upon the completion of the application of the Net Available Cash from any
Asset Disposition pursuant to this paragraph (a), the amount of Net Available Cash attributable to such Asset Disposition shall be deemed to be zero. 
  

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 (b) In the event of an Asset Disposition that requires the purchase of Securities pursuant to Section
3.7(a)(iii)(C), the Company will be required to apply such Excess Proceeds (as defined below) to the repayment of the Securities and any other Pari Passu Indebtedness (including, without limitation, the 2001 Senior Notes) outstanding with
similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Disposition as follows: (A) the Company will make an offer to purchase (an “Offer”) within ten days of such
time from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the “Note
Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the
Securities and such Pari Passu Indebtedness and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company will make an offer to purchase or otherwise repurchase
or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount equal to the excess of the Excess Proceeds over the Note Amount at a purchase price of 100% of their principal amount plus accrued and unpaid interest (or 100% of
the accreted value of such Pari Passu Indebtedness, if such Pari Passu Indebtedness was offered at a discount) to the purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture
with respect to the Offer and in the documentation governing such Pari Passu Indebtedness with respect to the Pari Passu Offer. If the aggregate purchase price of the Securities tendered pursuant to the Offer and Pari Passu Offer is less than the
Excess Proceeds, the remaining Excess Proceeds will be available to the Company for use in accordance with clause (a)(iii)(D) above. The Company shall not be required to make an Offer for Securities pursuant to this Section 3.7 if the Net
Available Cash available therefor (after application of the proceeds as provided in clauses (a)(iii)(A) and (a)(iii)(B)) above (“Excess Proceeds”) is less than $10.0 million (which lesser amounts shall be carried forward for
purposes of determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). 
  
 (c) (1) Promptly, and in any event within 10 days after the Company is required to make an Offer, the Company will deliver to the Trustee and send, by
first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer is oversubscribed)
in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”).

  
 (2) Not later than the date upon which such written notice of
an Offer is delivered to the Trustee and the Holders, the Company will deliver to the Trustee an Officers’ Certificate setting forth (i) the amount of the Offer (the “Offer Amount”), (ii) the allocation of the Net Available
Cash from the Asset Dispositions as a result of which such Offer is being made and (iii) the compliance of such allocation with the provisions of Section 3.7(a). Upon the expiration of the period (the “Offer Period”) for
which the Offer remains open, the Company 

  

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shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company.
The Trustee shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price of the Securities tendered by such Holder to the extent such funds are available to the Trustee. 
  
 (3) Holders electing to have a Security purchased will be required to
surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice prior to the expiration of the Offer Period. Each Holder will be entitled to withdraw its election if the Trustee or the Company
receives, not later than one Business Day prior to the expiration of the Offer Period, a facsimile transmission or overnight mail from such Holder setting forth the name of such Holder, the principal amount of the Security or Securities which were
delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by
Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral
multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (d) The Company will comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 3.7. To the extent that the provisions of any securities laws or regulations conflict
with provisions of this Section 3.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue thereof. 
  
 SECTION 3.8. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of transactions (including the purchase, sale, lease or exchange of any property or assets or the rendering
of any service or the making of any Investment) with any Affiliate of the Company (an “Affiliate Transaction”) on terms: (i) that are less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that
could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not an Affiliate and (ii) that, in the event such Affiliate Transaction involves an aggregate amount in excess of $10.0 million, are not in writing
and have not been approved or negotiated and entered into on behalf of the Company or such Restricted Subsidiary by Senior Management acting pursuant to authorizing resolutions adopted by a majority of the members of the Board of Directors or by a
majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (i) above).
Any Affiliate Transaction involving aggregate payments or other transfers by the Company and its Restricted Subsidiaries in excess of $20.0 million will also require an opinion from an independent investment banking firm or appraiser, as
appropriate, of national prominence, to the effect that the terms of such transaction are either (i) no less favorable to the Company or such Restricted Subsidiary, as the case may be, 

  

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than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not an Affiliate or (ii) fair to the
Company or such Restricted Subsidiary, as the case may be, from a financial point of view. 
  
 (b) The provisions of Section 3.8(a) shall not prohibit (i) any Restricted Payment or Permitted Investment permitted to be made pursuant to Section 3.4, (ii) the performance of the Company’s or
Restricted Subsidiary’s obligations under any collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business, (iii)
payment of reasonable fees and compensation to employees, officers or directors as determined in good faith by the Company’s Board of Directors or Senior Management (including indemnification to the fullest extent permitted by applicable law,
directors’ and officers’ insurance and similar arrangements, employment contracts, noncompetition and confidentiality agreements and similar instruments or payments) entered into in the ordinary course of business, (iv) maintenance in the
ordinary course of business of reasonable benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, SERPs, split-dollar life insurance plans, deferred compensation plans, and
retirement or savings plans and similar plans as determined in good faith by the Company’s Board of Directors or Senior Management, (v) any transaction between the Company and a Wholly-Owned Subsidiary or between Wholly-Owned Subsidiaries, (vi)
transactions effected as part of a Qualified Receivables Transaction, (vii) any issuance by the Company of Capital Stock (other than Disqualified Stock) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans to the extent reasonable, as determined in good faith by the Company’s Board of Directors in the ordinary course of business, and loans or advances to employees in the
ordinary course of business of the Company or its Restricted Subsidiaries consistent with past practices, (viii) transactions with customers, suppliers, or purchasers or sellers of goods or services, in each case, in the ordinary course of business
and otherwise in compliance with the terms of this Indenture which are fair to the Company or the Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated third party, in
the reasonable determination of the Board of Directors of the Company or the Senior Management thereof, and (ix) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the
holders of the Securities in any material respect). 
  
 SECTION
3.9. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
  
 (b) In the event that at the time of such Change of Control the terms of any
Indebtedness restrict or prohibit the repurchase of Securities pursuant to Section 3.9(a), prior to the mailing of the notice to Holders provided for in Section 3.9(c) but in any event within 30 days following any Change of Control,
the Company shall either (i) repay in full all Indebtedness 

  

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or offer to repay in full all such Indebtedness and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent
under the agreements governing such Indebtedness to permit the repurchase of the Securities as provided for in Section 3.9(c). The Company will first comply with the preceding sentence of this Section 3.9(b) before the Company will be
required to make the Change of Control Offer or to purchase the Securities pursuant to this Section 3.9; provided, that compliance with this clause (b) will not extend the time periods set forth in Section 3.9(c) for the Company
to make an offer to repurchase the Securities in connection with a Change of Control. 
  
 (c) Subject to the provisions of Section 3.9(b), within 30 days following any Change of Control, the Company shall mail a notice (the “Change of Control Offer”) to each Holder with a copy to
the Trustee stating: 
  
 (1) that a Change of
Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); 
  
 (2) the circumstances and relevant facts and financial information regarding such Change of Control; 
  
 (3) the repurchase date (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); 
  
 (4) that any Security not tendered will continue to accrue interest pursuant to its terms; 
  
 (5) that, unless the Company defaults in the payment of the
purchase price, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date; and 
  
 (6) the instructions determined by the Company, consistent with this Section 3.9, that a Holder must
follow in order to have its Securities purchased or to cancel such order of purchase. 
  
 (d) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Each Holder will be entitled to withdraw its election if the Company receives, not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter from such Holder setting forth
the name of such Holder, the principal amount of the Security or Securities which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Security or Securities purchased. 
  

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 (e) On or before the Change of Control Payment Date, the Company shall: (i) accept for payment Securities
or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted and (iii) deliver, or cause to be delivered, to the
Trustee, all Securities or portions thereof so accepted together with an Officers’ Certificate specifying the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail, to the Holders of Securities
so accepted, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Securities surrendered; provided
that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof. 
  
 (f) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

  
 (g) The Company will comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 3.9. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.9, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue thereof. 

 
 SECTION 3.10. Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries. The Company (i) will not, and will not permit any Restricted Subsidiary to, transfer, convey, lease, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than to the
Company or a Wholly-Owned Subsidiary) and (ii) will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of its Capital Stock (other than directors’ qualifying shares) to any Person (other than to the
Company or a Wholly-Owned Subsidiary); provided, however, that (i) the Company is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Company is in compliance with the terms of Section 3.7 and (ii) the
Company is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if (A) immediately after giving effect to such sale such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such
Person remaining after giving effect to such sale would have been permitted to be made under Section 3.4 if made on the date of such issuance or sale and (B) the Company is in compliance with the terms of Section 3.7. 
  
 SECTION 3.11. Limitation on Liens. (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness on any asset or property of the Company or such
Restricted Subsidiary, including any Guarantee of such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the Securities are equally and ratably secured with the obligations
so secured (or senior to, in the event the Lien relates to Subordinated Indebtedness) or until such time as such obligations are no longer secured by a Lien. 
  

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 (b) The Company will not permit any Subsidiary Guarantor to directly or indirectly create, incur, assume
or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness of such Subsidiary Guarantor on any asset or property of such Subsidiary Guarantor or any income or profits therefrom, or assign or convey any
right to receive income therefrom, unless the Subsidiary Guarantee of such Subsidiary Guarantor is equally and ratably secured with the obligations so secured (or senior to, in the event the Lien relates to Guarantor Subordinated Indebtedness) or
until such time as such obligations are no longer secured by a Lien. 
  
 (c) Notwithstanding the foregoing, Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity incurred in connection with a Qualified Receivables Transaction will not require such equal and ratable security.

  
 SECTION 3.12. Limitation on Issuances of Guarantees of
Indebtedness by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture (in the form of Exhibit C) to the Indenture providing for a Guarantee of payment of the Securities by such Restricted Subsidiary (a “Subsidiary Guarantee”)
except that with respect to a Guarantee of Indebtedness of the Company if such Indebtedness is by its express terms subordinated in right of payment to the Securities, any such Guarantee of such Restricted Subsidiary with respect to such
Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee with respect to the Securities substantially to the same extent as such Indebtedness is subordinated to the Securities; (ii) such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and
authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without
limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is limited by general principles of equity; provided that this paragraph (a) shall not become applicable to any Guarantee of any Restricted
Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that
Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Revolving Credit Facility or the Senior Secured Notes or Indebtedness with similar terms (other than interest rates and maturity), provisions and covenants
as the Senior Secured Notes and such Indebtedness is secured by a Lien Incurred exclusively under clause (18) of the definition of Permitted Liens and the principal amount of such Indebtedness in the aggregate does not exceed 15% of Total Assets and
any refunding, refinancing or replacement thereof, in whole or in part; provided, further that such Indebtedness Incurred under this clause (y) and any refunding, 

  

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refinancing or replacement thereof (1) does not constitute Subordinated Indebtedness and (2) is not Incurred pursuant to a registered offering of securities
under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the
Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”). 
  
 (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee by a Restricted Subsidiary shall provide by its
terms that it shall be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the
assets of, whether by way of merger, consolidation or otherwise, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), (2) the release or discharge of the guarantee which resulted in the creation of such
Subsidiary Guarantee, except a discharge or release by or as a result of payment under such guarantee or (3) such Restricted Subsidiary is designated an Unrestricted Subsidiary of the Company in accordance with the terms of this Indenture by the
Company’s Board of Directors. 
  
 SECTION 3.13. Limitation
on Lines of Business. The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Related Business. 
  
 SECTION 3.14. Effectiveness of Covenants. The covenants described in Sections 3.2, 3.3, 3.4, 3.6, 3.7,
3.8, 3.10, 3.12 and 3.13 will no longer be in effect upon the Company reaching Investment Grade Status. 
  
 SECTION 3.15. Maintenance of Office or Agency. The Company will maintain in The City of New York, an office or agency where the Securities may be
presented or surrendered for payment, where, if applicable, the Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be
served. The corporate trust office of the Trustee, which initially shall be located at SunTrust Bank, c/o Computer Share, c/o SunTrust Bank, 88 Pine Street, 19th Floor, New York, New York 10005 Attention: Corporate Trust Department (the
“Corporate Trust Office”) shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to
the Trustee of any change in the location of any 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 hereby appoints 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 (in or outside of The City of New York) where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such 

  

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designation; 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 The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. 
  
 SECTION 3.16. Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal of (or premium, if any) or 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 in writing of its action or
failure to so act. 
  
 Whenever the Company shall have one or more
Paying Agents for the Securities, it will, on or before each due date of the principal of (or premium, if any) or interest on any Securities, deposit with any Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is
made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of such action or any failure to so act.

  
 The Company will cause each Paying Agent (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
  
 (a) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
  
 (b) give the Trustee written notice of any default by the
Company (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest; and 
  
 (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent. 
  
 The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same 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 sums. 
  

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 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 premium, if any) or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Order, 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment to the Company, may at the expense of
the Company cause to be published once, in a leading daily newspaper (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language and of general circulation in New York City, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication nor shall it be later than two years after such principal (or premium, if any) or interest shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 SECTION 3.17. Corporate Existence. Subject to Article IV, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of
each Restricted Subsidiary and the corporate rights (charter and statutory) licenses and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such existence
(except the Company), right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries,
taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders. 
  
 SECTION 3.18. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials
and supplies, which, if unpaid, might by law become a material liability or lien upon the property of the Company or any Restricted Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of
the Company) are being maintained in accordance with GAAP. 
  
 SECTION 3.19. Maintenance of Properties. The Company will cause all material properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in normal condition, repair and working order and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be 

  

 62 








 
properly conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary and not adverse in any material respect to the
Holders. 
  
 SECTION 3.20. Insurance. To the extent
available at commercially reasonable rates, the Company will maintain, and will cause its Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions,
self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses, of similar size in their country of organization, including professional and general liability, property and casualty loss, workers’
compensation and interruption of business insurance. In the event the Company determines that insurance satisfying the first sentence of this Section 3.20 is not available at commercially reasonable rates, it shall provide an Officer’s
Certificate to such effect to the Trustee and the Trustee may conclusively rely on the determinations set forth therein. 
  
 SECTION 3.21. Compliance with Laws. The Company shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable
statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental regulatory authority, in respect of the conduct of their respective businesses and the ownership of
their respective properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of the Company and its Restricted Subsidiaries, taken as a whole.

  
 SECTION 3.22. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each Fiscal Year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what
action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). The Officer’s Certificate shall also notify the Trustee should the then current Fiscal Year be changed to end on any
date other than on the date as herein defined. 
  
 SECTION 3.23.
Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture. 
  

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 ARTICLE IV 
  
 Successor Company and Successor Guarantor 
  
 SECTION 4.1. When Company May Merge or Otherwise Dispose of Assets. The Company will not, in a single transaction or series of related
transactions, consolidate with or merge with or into, or convey, transfer, lease or otherwise dispose of all or substantially all its assets to, any Person nor permit any Person to merge with or into the Company, unless: 
  
 (i) the resulting, surviving or transferee Person (the
“Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 
  
 (ii) immediately before and after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of
Default will have occurred and be continuing; 
  
 (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness under paragraph (a) of Section 3.3; 
  
 (iv) each Subsidiary Guarantor (unless it is the other party
to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Indenture and the Securities; and

  
 (v) the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 
  
 For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
  
 The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer, lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Securities. Solely for 
  

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the purpose of computing amounts described in clause (3)(B) of Section 3.4(a), the Successor Company shall only be deemed to have succeeded and be
substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. 
  
 Notwithstanding clauses (ii) and (iii) of the first sentence of this Section 4.1: (1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and (2) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits. 

 
 SECTION 4.2. When a Subsidiary Guarantor May Merge or Otherwise Dispose
of Assets. Subject to Section 3.12(b), the Company will not permit any Subsidiary Guarantor, if any, to, in a single transaction or series of related transactions, consolidate with or merge with or into, or convey, transfer or lease or
otherwise dispose of all or substantially all its assets to, any Person nor permit any Person to merge with or into such Subsidiary Guarantor, unless: 
  
 (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not the Subsidiary Guarantor) will expressly assume in writing all the obligations of such Subsidiary Guarantor under such
Subsidiary Guarantor’s respective Subsidiary Guarantee; 
  
 (ii) immediately before and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as
having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; 
  
 (iii) immediately after giving effect to such transaction, the Company would be able to Incur an additional
$1.00 of Indebtedness under paragraph (a) of Section 3.3; 
  
 (iv) each other Subsidiary Guarantor shall have delivered a written instrument in form and substance satisfactory to the Trustee confirming its Subsidiary Guarantee; and 
  
 (v) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such assumption of the Subsidiary Guarantee, if applicable, comply with this Indenture. 
  
 For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of such Subsidiary Guarantor, the Capital Stock of which constitutes all or substantially all of the
properties and assets of such Subsidiary 
  

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Guarantor, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Subsidiary Guarantor. 
  
 The Successor Guarantor shall succeed to, and be substituted for, and may
exercise every right and power of, the Subsidiary Guarantor under this Indenture and the relevant Subsidiary Guarantee, but the predecessor Subsidiary Guarantor in the case of a conveyance, transfer or lease of all or substantially all its assets
will not be released from its obligation to pay the principal of and interest on the Securities. Solely for the purpose of computing amounts described in clause (3)(B) of Section 3.4(a), the Successor Company shall only be deemed to have
succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. 
  
 Notwithstanding clauses (ii) and (iii) of the first sentence of this Section 4.2, (1) any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its properties and assets to the Company and (2) the Company may merge with an Affiliate incorporated exclusively for the purpose of reincorporating the Company in another jurisdiction to
realize tax or other benefits. 
  
 ARTICLE V 
  
 Defaults and Remedies 
  
 SECTION 5.1. Events of Default. An “Event of Default” occurs
if: 
  
 (1) the Company defaults in any
payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days; 
  
 (2) the Company defaults in the payment of the principal of or premium, if any, on any Security when the same becomes due and payable at
its Stated Maturity, upon required repurchase, upon declaration or otherwise; 
  
 (3) the Company or any Subsidiary Guarantor fails to comply with Article IV; 
  
 (4) the Company fails to comply with Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 3.11, 3.12 or 3.13 (in each case other than a failure to repurchase Securities when required pursuant to Section 3.7 or 3.9, which failure shall constitute an Event of Default under
Section 5.1(2)) and such failure continues for 30 days after the notice specified below; 
  
 (5) the Company defaults in the performance of or a breach by the Company of any other covenant or agreement in this Indenture or under
the Securities (other than those referred to in (1), (2), (3) or (4) above) and such default continues for 60 days after the notice specified below; 
  

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 (6) the failure by any Subsidiary Guarantor that is a Significant Subsidiary (if any) to
comply with its obligations under any Subsidiary Guarantee to which such Subsidiary Guarantor is a party, after any applicable grace period; 
  
 (7) Indebtedness of the Company or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is
accelerated by the holders thereof and the total amount of such unpaid or accelerated Indebtedness exceeds $25.0 million or its foreign currency equivalent at the time; 
  
 (8) the Company or a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (as
defined below): 
  
 (A) commences a voluntary
case; 
  
 (B) consents to the entry of an order
for relief against it in an involuntary case; 
  
 (C) consents to the appointment of a Custodian (as defined below) of it or for any substantial part of its property; or 
  
 (D) makes a general assignment for the benefit of its creditors; 
  
 or takes any comparable action under any foreign laws relating to insolvency; 
  
 (9) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: 
  
 (A) is
for relief against the Company or any Significant Subsidiary in an involuntary case; 
  
 (B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or 
  
 (C) orders the winding up or liquidation of the Company or
any Significant Subsidiary; 
  
 or any similar relief is granted
under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 days; 
  
 (10) any judgment or decree for the payment of money in excess of $25.0 million or its foreign currency equivalent at the time in the
aggregate for all such final judgments or orders against the Company or a Significant Subsidiary if (A) an enforcement proceeding thereon is commenced and not discharged within ten days or (B) such judgment or decree remains outstanding for a period
of 60 days following such judgment or decree and is not discharged, waived, stayed or bonded; or 
  

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 (11) the failure of any Subsidiary Guarantee by a Subsidiary Guarantor (if any) which is
a Significant Subsidiary to be in full force and effect (except as contemplated by the terms thereof) or the denial or disaffirmation by any such Subsidiary Guarantor of its obligations under any Subsidiary Guarantee if such Default continues for 30
days. 
  
 The foregoing will constitute Events of Default whatever
the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body. 
  
 The term “Bankruptcy Law” means Title
11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

  
 Notwithstanding the foregoing, a Default under clause (4) or
(5) of this Section 5.1 will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default
within the time specified in said clause (4) or (5) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 
  
 The Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any Event of Default under clauses (1), (2), (3), (4), (5), (6), (7), (10) or (11) of this Section 5.1. 
  
 SECTION 5.2. Acceleration. If an Event of Default (other than an Event of Default specified in Section 5.1(8)
or (9) with respect to the Company or a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the Securities by notice to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal, premium and interest
shall, subject to Section 9.4, be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 5.1(7) above has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to Section 5.1(7) shall be remedied or cured by the Company and/or the relevant Significant Subsidiaries or
waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 5.1(8) or (9) with respect to the Company occurs, the principal
of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount
of the Securities then outstanding by notice to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind an acceleration with respect to the Securities and its consequences if (i) the
rescission would not conflict with any judgment or 
  

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decree of a court of competent jurisdiction and (ii) all existing Events of Default, other than the nonpayment of principal of, premium, if any or interest
on the Securities that has become due solely because of such acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. 
  
 SECTION 5.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
  
 SECTION 5.4. Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities by notice to the Trustee may waive an
existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Security or (ii) a Default or Event of Default in respect of a provision that under Section
8.2 cannot be amended without the consent of each Securityholder affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
consequent right. 
  
 SECTION 5.5. Control by Majority. The
Holders of a majority in principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Sections 6.1 and 6.2, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  
 SECTION 5.6. Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: 

 
 (1) the Holder gives to the Trustee written notice
stating that an Event of Default is continuing; 
  
 (2) the Holders of at least 25% in outstanding principal amount of the Securities make a written request to the Trustee to pursue the remedy; 
  

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 (3) such Holder or Holders offer to the Trustee reasonable security or indemnity against
any loss, liability or expense; 
  
 (4) the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
  
 (5) the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request
during such 60-day period. 
  
 A Securityholder may not use this
Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 
  
 SECTION 5.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium (if any) or interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder. 
  
 SECTION 5.8. Collection Suit by Trustee. If an Event of Default specified in Section 5.1(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 6.7. 
  
 SECTION 5.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or their respective
creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 6.7. 
  

SECTION 5.10. Priorities. If the Trustee collects any money or property pursuant to this Article V, it shall pay out the money or
property in the following order: 
  
 First: to
the Trustee for amounts due under Section 6.7; 
  
 Second: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest,
respectively; and 
  
 Third: to the Company.

  

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 The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this
Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 
  
 SECTION 5.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 5.7 or a suit by Holders of more than 10% in outstanding principal amount of the Securities. 

 
 ARTICLE VI 
  
 Trustee 
  
 SECTION 6.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested
in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that if an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered the Trustee reasonable indemnity or
security against loss, liability or expense.. 
  
 (b) Except
during the continuance of an Event of Default: 
  
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this
Indenture. 
  
 (c) The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: 
  

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

  
 (2) the Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 5.5. 
  
 (d) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 
  
 (e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

  
 (f) 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 to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

  
 (h) 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 unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses (including
reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction. 
  
 SECTION 6.2. Rights of Trustee. (a) The Trustee may conclusively rely and shall be protected in acting upon any paper or document believed by it to
be genuine and to have been signed or presented by the proper Person or Persons. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
  
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. 
  
 (d) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. 
  

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 (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel. 
  
 (f) The Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond 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. 
  
 (g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i), during any period it is serving as Registrar and Paying Agent for the Securities, any Event of Default occurring
pursuant to Section 5.1(1) and 5.1(2), or (ii) any Default or Event of Default of which a Trust Officer shall have received written notification or obtained “actual knowledge.” “Actual knowledge” shall mean the
actual fact or statement of knowing by a Trust Officer without independent investigation with respect thereto. 
  
 SECTION 6.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with
Sections 6.10 and 6.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign. 
  
 SECTION 6.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company’s use of the Securities or the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued
in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication or for the use or application of any funds received by any Paying Agent other than the Trustee. 
  
 SECTION 6.5. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail to each Securityholder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default
in payment of principal of, premium (if any), or interest on any Security (including payments pursuant to the required repurchase provisions of such Security, if any), the Trustee may withhold the notice if and so long as its board of directors, a
committee of its board of directors or a committee of its Trust Officers and/or a Trust Officer of the Trustee in good faith determines that withholding the notice is in the interests of Securityholders. 
  

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 SECTION 6.6. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning
with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA § 313(a). The Trustee also shall
comply with TIA § 313(b). The Trustee shall also transmit by mail all reports required by TIA § 313(c). 
  
 A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities
are listed. The Company agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof. 
  
 SECTION 6.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for
its services as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders
and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee, and each of its officers, directors, counsel and agents, against any and all loss, liability or expense (including,
but not limited to, reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including
this Section 6.7) and of defending itself against any claims (whether asserted by any Securityholder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company
need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith, subject to the exceptions contained in Section 6.1(c)
hereof. 
  
 To secure the Company’s payment
obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. The
Trustee’s right to receive payment of any amounts due under this Section 6.7 shall not be subordinate to any other liability or indebtedness of the Company. 
  
 The Company’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge
of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(8) or (9) with respect to the Company, the expenses are intended to constitute
expenses of administration under any Bankruptcy Law. 
  

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 SECTION 6.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the
Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a successor Trustee. The Company shall remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 6.10;

  
 (2) the Trustee is adjudged bankrupt or
insolvent; 
  
 (3) a receiver or other public
officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee otherwise becomes incapable of acting. 
  
 If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists
in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 6.7. 
  
 If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee fails to comply with Section 6.10, unless the
Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 Notwithstanding the replacement of the Trustee pursuant to this Section
6.8, the Company’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee. 
  
 SECTION 6.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
  
 In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the 
  

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Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 
  
 SECTION 6.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent filed annual report of condition. The Trustee shall comply with TIA § 310(b).

  
 SECTION 6.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 
  
 ARTICLE VII 
  
 Discharge of Indenture; Defeasance 
  
 SECTION 7.1. Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (ii) all outstanding Securities not theretofore delivered for cancellation have become due and payable at maturity and the Company irrevocably
deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
maturity and the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at maturity, and the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers’ Certificate and an
Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. 
  
 (b) Subject to Sections 7.1(c) and 7.2, the Company at its
option and at any time may terminate (i) all the obligations of the Company and any Subsidiary Guarantor under the Securities and this Indenture (“legal defeasance option”) or (ii) the obligations of the Company and any Subsidiary
Guarantor under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 
  

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3.13, 4.1(iii), 4.1(v), 4.2(iii) and 4.2(v) and the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 5.1(3) and 5.1(4) (“covenant defeasance
option”), but except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance
option. 
  
 If the Company exercises its legal defeasance option,
payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections
5.1(4), 5.1(6), 5.1(7), 5.1(8) (but only with respect to a Significant Subsidiary), 5.1(9) (but only with respect to a Significant Subsidiary), 5.1(10) and 5.1(11) or because of the failure of the
Company to comply with Sections 4.1(iii), 4.1(v), 4.2(iii) and 4.2(v). 
  
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates. 
  
 (c) Notwithstanding
the provisions of Sections 7.1(a) and (b), the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 6.7, 6.8, 7.4, 7.5 and 7.6
shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 6.7, 7.4 and 7.5 shall survive. 
  
 SECTION 7.2. Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant
defeasance option only if: 
  
 (1) the Company
irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Obligations or a combination thereof the principal of and interest (without reinvestment) on which will be sufficient, or a
combination thereof sufficient, for the payment of principal of and interest on the Securities to maturity; 
  
 (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient
to pay principal and interest when due on all the Securities to maturity; 
  
 (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to the 
  

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Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Securities concurrently with such incurrence);

  
 (4) such legal defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound; 
  
 (5) the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that (A) the Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of the
Securities is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally;

  
 (6) the deposit does not constitute a default
under any other agreement binding on the Company; 
  
 (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

  
 (8) in the case of the legal defeasance
option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for federal
income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; 
  
 (9) in the case of the covenant defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and 
  
 (10) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent to the defeasance and discharge of the Securities and this Indenture as contemplated by this Article VII have been complied with. 
  

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 SECTION 7.3. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article VII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and
interest on the Securities. 
  
 SECTION 7.4. Repayment to
Company. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in this Article VII 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 legal
defeasance or covenant defeasance, as applicable, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. 
  
 Subject to any applicable abandoned property law, the Trustee and the Paying
Agent shall pay to the Company upon written request any money held by them for the payment of principal of or interest on the Securities that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the
Company for payment as general creditors. 
  
 SECTION 7.5.
Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received
on such U.S. Government Obligations. 
  
 SECTION 7.6.
Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VII by reason of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this
Article VII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VII; provided, however, that, if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent. 
  
 ARTICLE VIII 
  
 Amendments 
  
 SECTION 8.1. Without Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without notice to or consent of any Securityholder: 
  

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 (1) to cure any ambiguity, omission, defect or inconsistency; 
  
 (2) to comply with Article IV in respect of the
assumption by a Successor Company of an obligation of the Company under this Indenture; 
  
 (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
  
 (4) to add Guarantees with respect to the Securities, to
secure the Securities or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary; provided, however, that the designation is made in accordance with the applicable provision of this Indenture; 
  
 (5) to add to the covenants of the Company for the benefit
of the Holders or to surrender any right or power herein conferred upon the Company; 
  
 (6) to comply with any requirements of the SEC in connection with qualifying this Indenture under the TIA; 
  
 (7) to make any change that does not adversely affect the
rights of any Securityholder; or 
  
 (8) to
provide for the issuance of the Exchange Notes, which will have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes will be modified or eliminated, as
appropriate), and which will be treated, together with any outstanding Initial Notes, as a single issue of securities. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 8.2. With Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Securityholder affected, an amendment may not: 
  
 (1) reduce the principal amount of Securities whose Holders
must consent to an amendment; 
  
 (2) reduce the
rate of or extend the time for payment of interest on any Security; 
  

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 (3) reduce the principal of or extend the Stated Maturity of any Security; 
  
 (4) reduce the premium payable upon the repurchase of any
Security or change the time at which any Security may or shall be repurchased in accordance with Section 3.9; 
  
 (5) make any Security payable in money other than that stated in the Security; 
  
 (6) impair the right of any Holder to receive payment of
principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; 
  
 (7) release any Subsidiary Guarantor, if any, from any of
its obligations under its Subsidiary Guarantee or this Indenture, except in compliance with the terms thereof; or 
  
 (8) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions. 
  
 It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 8.3. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

  
 SECTION 8.4. Revocation and Effect of Consents and
Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver made pursuant to Section 8.2 shall become effective upon receipt
by the Trustee of the requisite number of written consents. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, 
  

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shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. 
  
 SECTION 8.5. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. 
  
 SECTION 8.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article VIII if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture. 
  
 ARTICLE
IX 
  
 Miscellaneous 
  
 SECTION 9.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 
  
 SECTION 9.2. Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 
  
 if to
the Company: 
  
 Smithfield Foods, Inc.

 200 Commerce Street 
 Smithfield, VA 23430 
 Attention: Chief Financial Officer 
 Facsimile No.: (757) 365-3023 
  

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 With a copy to: 
  
 McGuireWoods LLP 
 One James Center 
 901 E. Cary Street 
 Richmond, VA 23219-4030 
 Attention: Jane Whitt Sellers, Esq. 
 Facsimile No.: (804) 698-2170 
  
 if to the Trustee: 
  
 SunTrust Bank 
 25 Park Place 
 24th
Floor 
 Atlanta, Georgia 30303-2900 
 Attention: Corporate Trust Department 
 Facsimile No.: (404) 332-3966 (mc 008) 
  
 With a copy (which shall not constitute notice) to: 
  
 Richards, Layton & Finger P.A. 
 920 King Street 
 Wilmington, Delaware 19801 
 Attention: Shane Gunter, Esq./Corporate Trust Dept. 
 Facsimile No.: (302) 651-7701 
  
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 Any notice or communication mailed to a Securityholder shall be mailed to the
Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
  
 Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with
respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
  
 SECTION 9.3. Communication by Holders with other Holders. Securityholders may communicate pursuant to TIA §
312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  

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 SECTION 9.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application
by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
  
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with. 
  
 SECTION
9.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 
  
 (1) a statement that the individual making such certificate
or opinion has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
  
 In giving such Opinion of Counsel, counsel may rely as to factual matters on
an Officers’ Certificate or on certificates of public officials. 
  
 SECTION 9.6. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

  
 SECTION 9.7. Rules by Trustee, Paying Agent and
Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
  

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 SECTION 9.8. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on
which commercial banking institutions are authorized or required to be closed in New York City or Atlanta, Georgia. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 
  
 SECTION 9.9. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New
York. 
  
 SECTION 9.10. No Recourse Against Others. An
incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 
  
 SECTION 9.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 SECTION 9.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove this Indenture. 
  
 SECTION 9.13. Variable Provisions. The Company initially appoints the Trustee as Paying Agent and Registrar and custodian with respect to any Global Securities. 
  
 SECTION 9.14. Qualification of Indenture. The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company and the Trustee) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of the Indenture and the Securities and printing this Indenture and the Securities. The Trustee shall be entitled to receive from the Company any such
Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 
  
 SECTION 9.15. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
  

 85 








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

	 SMITHFIELD FOODS, INC.

		
	 By:    
	 	 /s/    DANIEL G.
STEVENS


	 Name:
	 	Daniel G. Stevens
	 Title:
	 	VP & CFO
	
	 SUNTRUST BANK, as Trustee

		
	 By:
	 	 /s/    JACK
ELLERIN


	 Name:
	 	Jack Ellerin
	 Title:
	 	Assistant Vice President









 EXHIBIT A 
  
 [FORM OF FACE OF SERIES A NOTE] 
  
 [Applicable Restricted Securities Legend] 
 [Depository Legend, if applicable] 
  

 A-1 









	 No. [        ]
	 	 Principal Amount
$[                    ],
 as revised
by the Schedule of Increases
 and Decreases in the Global Security attached hereto

		
	 	 	CUSIP NO.                     

  
 SMITHFIELD FOODS, INC.

  
 7 3/4% Senior Note, Series A, due 2013 
  
 Smithfield Foods, Inc., a Virginia corporation, promises to pay to
[                    ], or registered assigns, the principal sum of
[                    ] Dollars, as revised by the Schedule of Increases and Decreases in the Global Security attached hereto, on May 15, 2013.

  
 Interest Payment Dates: May 15 and November 15. 
  
 Record Dates: May 1 and November 1. 
  
 Additional provisions of this Security are set forth on the other side of
this Security. 
  

	 SMITHFIELD FOODS, INC.

		
	 By:
	 	  


		
	 By:
	 	  




  
 TRUSTEE’S CERTIFICATE OF 
     AUTHENTICATION 
  
 SUNTRUST BANK 
  
 as Trustee, certifies 
 that this is one of 
 the Securities referred 
 to in the Indenture. 
  

	 By
	 	  

	 	 
	 	 	Authorized Signatory	 	                                        
                 Date:


  

 A-2 








 [FORM OF REVERSE SIDE OF SERIES A NOTE] 
  
 73/4% Senior Note, Series A, due 2013 
  

	1.	 	Interest 

  
 Smithfield Foods, Inc., a Virginia corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. 
  
 The Company will pay interest semiannually on May 15 and November 15 of each year. Interest on the Securities will accrue from the most recent date to
which interest has been paid on the Securities or, if no interest has been paid, from May 21, 2003. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by
the Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  

	2.	 	Method of Payment 

  
 By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Securities at
the close of business on the May 1 and November 1 next preceding the interest payment date even if Securities are cancelled or repurchased after the record date and on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented
by a Global Security (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company will make all payments in respect of a Definitive Security
(including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	 	Paying Agent and Registrar 

  
 Initially, SunTrust Bank, a banking corporation duly organized and existing under the laws of the State of Georgia (“Trustee”), will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar. 
  

 A-3 









	4.	 	Indenture 

  
 The Company issued the Securities under an Indenture dated as of May 21, 2003 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Securities are general unsecured senior obligations of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under the Indenture is unlimited. This Security is one of
the 7 3/4% Senior Notes, Series A, due 2013 referred to in the Indenture. The Securities include (i) $350,000,000
aggregate principal amount of the Company’s 7 3/4% Senior Notes, Series A, due 2013 issued under the
Indenture on May 21, 2003 (herein called “Initial Notes”), (ii) if and when issued, additional 7 3/4%
Senior Notes, Series A, due 2013 or 7 3/4% Senior Notes, Series B, due 2013 of the Company that may be issued
from time to time under the Indenture subsequent to May 21, 2003 (herein called “Additional Notes”) and (iii) if and when issued, the Company’s 7 3/4% Senior Notes, Series B, due 2013 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the
Securities Act as provided in the Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of
Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or
sale of Capital Stock of Subsidiaries, the incurrence of certain Liens, certain payment Guarantees, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of such
limitations will no longer be in effect if the Securities receive a rating of “BBB-” or higher from Standard & Poor’s Rating Services (or its successors) and “Baa3” or higher from Moody’s Investors Service, Inc. (or
its successors). In addition, the Indenture limits the ability of the Company and its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries. 
  

	5.	 	Put Provisions 

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

 A-4 









	6.	 	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities for a period beginning 15 days before an interest payment date and ending on such interest payment date. 
  

	7.	 	Persons Deemed Owners 

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

	8.	 	Unclaimed Money 

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

	9.	 	Defeasance 

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

	10.	 	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal
amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article IV of the Indenture in respect of the assumption by a Successor Company of an obligation of the Company under the Indenture, or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or to add additional covenants or surrender rights and
powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to provide for the
issuance of Exchange Notes. 
  

 A-5 









	11.	 	Defaults and Remedies 

  
 Under the Indenture, Events of Default include: (i) default for 30 days in payment of interest when due on the Securities; (ii) default in payment of the
principal of or premium, if any, on the Securities at Stated Maturity, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Significant Subsidiary to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or any Significant Subsidiary if the amount
accelerated (or so unpaid) exceeds $25.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of
$25.0 million; and (vii) nonperformance by any Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary Guarantee or the failure of any Subsidiary Guarantee by a Subsidiary Guarantor which is a Significant Subsidiary to be in full
force and effect. If an Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 
  
 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest. 

 

	12.	 	Trustee Dealings with the Company 

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

 

	13.	 	No Recourse Against Others 

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

 A-6 









	14.	 	Authentication 

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

	15.	 	Abbreviations 

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

	16.	 	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers placed thereon. 
  

	17.	 	Governing Law 

  
 This Security shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  
 Smithfield Foods, Inc. 
 200 Commerce Street 
 Smithfield, VA 23430 
 Attention: Chief Financial Officer 
  

 A-7 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
  

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


  
  

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


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

 

  

	 Date:                    
	  	 Your
Signature:                    

	 Signature Guarantee:
                                        
            
	  	 
	                 (Signature must be guaranteed)
	  	 

  
  

 Sign exactly as your name appears on the other side of this Security. 
  
 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  
 In connection with any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being: 
  
 CHECK ONE BOX BELOW: 
  

	 1
	  	 ̈	  	acquired for the undersigned’s own account, without transfer; or
			
	 2
	  	 ̈	  	transferred to the Company; or
			
	 3
	  	 ̈	  	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
			
	 4
	  	 ̈	  	transferred pursuant to an effective registration statement under the Securities Act; or
			
	 5
	  	 ̈	  	transferred pursuant to and in compliance with Regulation S under the Securities Act; or

  

 A-8 









	 6
	  	 ̈	  	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed
letter containing certain representations and agreements (the form of which letter appears as Section 2.7 of the Indenture); or
			
	 7
	  	 ̈	  	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.

  
 Unless one of the boxes is checked,
the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee or the Company
may require, prior to registering any such transfer of the Securities, in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 
  
  

	 	 	 	  	
 Signature
	  	 
	 Signature Guarantee:
	 	 	  	 	  	 
				
	
 (Signature must be guaranteed)
	 	 	  	
 Signature
	  	 
			
	
	  	 	  	 

  
 The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  
 TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as
amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

	 Dated:
	 	NOTICE: To be executed by an executive officer

  

 A-9 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The following increases or decreases in this Global Security have been made: 
  

	 Date of
 Exchange
	  	 Amount of decrease in Principal
 Amount of this Global Security
	  	 Amount of increase in Principal
 Amount of this Global Security
	  	 Principal Amount of this Global
Security following such
 decrease or increase
	  	 Signature of authorized
 signatory of Trustee or
 Securities Custodian


  

 A-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the
Indenture, check the box: 
  
 If you want to elect to have only
part of this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in principal amount (must be integral multiple of $1,000): $ 
  

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

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

 A-11 








 EXHIBIT B 
  
 [FORM OF FACE OF SERIES B NOTE] 
  
 [Depository Legend, if applicable] 
  

 B-1 









	 No. [        ]
	 	 Principal Amount
$[                    ]
 as revised
by the Schedule of Increases
 and Decreases in the Global Security attached hereto

		
	 	 	CUSIP NO.                      

  
 SMITHFIELD FOODS, INC.

  
 7 3/4% Senior Notes, Series B, due 2013 
  
 Smithfield Foods, Inc., a Virginia corporation, promises to pay to
[                    ], or registered assigns, the principal sum of
[                    ] Dollars, as revised by the Schedule of Increases and Decreases in the Global Security attached hereto, on May 15, 2013.

  
 Interest Payment Dates: May 15 and November 15. 
  
 Record Dates: May 1 and November 1. 
  
 Additional provisions of this Security are set forth on the other side of
this Security. 
  

	 SMITHFIELD FOODS, INC.

		
	 By:
	 	  


		
	 By:
	 	  




  
 TRUSTEE’S CERTIFICATE OF 
     AUTHENTICATION 
  
 SUNTRUST BANK 
  
 as Trustee, certifies 
 that this is one of 
 the Securities referred 
 to in the Indenture. 
  

	 By:
	 	  

	 	 
	 	 	Authorized Signatory	 	                                        
             Date:


  

 B-2 








 [FORM OF REVERSE SIDE OF SERIES B NOTE] 
  
 7 3/4% Senior Note, Series B, due 2013 
  

	1.	 	Interest 

  
 Smithfield Foods, Inc., a Virginia corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. 
  
 The Company will pay interest semiannually on May 15 and November 15 of each year. Interest on the Securities will accrue from the most recent date to
which interest has been paid on the Securities or, if no interest has been paid, from May 21, 2003. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by
the Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  

	2.	 	Method of Payment 

  
 By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Securities at
the close of business on the May 1 and November 1 next preceding the interest payment date even if Securities are cancelled or repurchased after the record date and on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented
by a Global Security (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company will make all payments in respect of a Definitive Security
(including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	 	Paying Agent and Registrar 

  
 Initially, SunTrust Bank, a banking corporation duly organized and existing under the laws of the State of Georgia (“Trustee”), will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar. 
  

 B-3 









	4.	 	Indenture 

  
 The Company issued the Securities under an Indenture dated as of May 21, 2003 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Securities are general unsecured senior obligations of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under the Indenture is unlimited. This Security is one of
the 7 3/4% Senior Notes, Series B, due 2013 referred to in the Indenture. The Securities include (i) $300,000,000
aggregate principal amount of the Company’s 7 3/4% Senior Notes, Series A, due 2013 issued under the
Indenture on May 21, 2003 (herein called “Initial Notes”), (ii) if and when issued, additional 7 3/4%
Senior Notes, Series A, due 2013 or 7 3/4% Senior Notes, Series B, due 2013 of the Company that may be issued
from time to time under the Indenture subsequent to May 21, 2003 (herein called “Additional Notes”) and (iii) if and when issued, the Company’s 7 3/4% Senior Notes, Series B, due 2013 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the
Securities Act as provided in the Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of
Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or
sale of Capital Stock of Subsidiaries, the incurrence of certain Liens, certain payment Guarantees, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, provided, however, certain of such
limitations will no longer be in effect if the Securities receive a rating of “BBB-” or higher from Standard & Poor’s Rating Services (or its successors) and “Baa3” or higher from Moody’s Investors Service, Inc. (or
its successors). In addition, the Indenture limits the ability of the Company and its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries. 
  

	5.	 	Put Provisions 

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

 B-4 









	6.	 	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities for a period beginning 15 days before an interest payment date and ending on such interest payment date. 
  

	7.	 	Persons Deemed Owners 

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

	8.	 	Unclaimed Money 

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

	9.	 	Defeasance 

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

	10.	 	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal
amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article IV of the Indenture in respect of the assumption by a Successor Company of an obligation of the Company under the Indenture, or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or to add additional covenants or surrender rights and
powers conferred on the Company or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to provide for the issuance
of Exchange Notes. 
  

 B-5 









	11.	 	Defaults and Remedies 

  
 Under the Indenture, Events of Default include: (i) default for 30 days in payment of interest when due on the Securities; (ii) default in payment of the
principal of or premium, if any, on the Securities at Stated Maturity, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Significant Subsidiary to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or any Significant Subsidiary if the amount
accelerated (or so unpaid) exceeds $25.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of
$25.0 million; and (vii) nonperformance by any Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary Guarantee or the failure of any Subsidiary Guarantee by a Subsidiary Guarantor which is a Significant Subsidiary to be in full
force and effect. If an Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 
  
 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest. 

 

	12.	 	Trustee Dealings with the Company 

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

 

	13.	 	No Recourse Against Others 

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

 B-6 









	14.	 	Authentication 

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

	15.	 	Abbreviations 

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

	16.	 	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers placed thereon. 
  

	17.	 	Governing Law 

  
 This Security shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  
 Smithfield Foods, Inc. 
 200 Commerce Street 
 Smithfield, VA 23430 
 Attention: Chief Financial Officer 
  

 B-7 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
  

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

 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint             agent to transfer this
Security on the books of the Company. The agent may substitute another to act for him. 
  

  
 Date:                     Your Signature
                     
  

	 Signature Guarantee:
	 	  



 (Signature must be guaranteed) 
  
  

 Sign exactly
as your name appears on the other side of this Security. 
  
 The signature(s)
should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  

 B-8 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The following increases or decreases in this Global Security have been made: 
  

	Date of
Exchange	  	Amount of decrease in Principal
Amount of this Global Security	  	Amount of increase in Principal
Amount of this Global Security	  	Principal Amount of this Global
Security following such
decrease or increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian

  

 B-9 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the
Indenture, check the box:     ̈ 
  
 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $ 
  

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

  

	 Signature Guarantee: ______________________________________


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

 B-10 








 EXHIBIT C 
  
 FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS TO  GUARANTEE NOTES 
  
 This Supplemental Indenture and Subsidiary Guarantee, dated as of
[                  ], 20     (this “Supplemental Indenture” or “Guarantee”), among [name of
future Subsidiary Guarantor] (the “Guarantor”), Smithfield Foods, Inc. (together with its successors and assigns, the “Company”), each other then existing Subsidiary Guarantor under the Indenture referred to
below, and SunTrust Bank, as Trustee under the Indenture referred to below. 
  
 W I T N E S S E T H: 
  
 WHEREAS,
the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of May 21, 2003 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the
issuance of an unlimited aggregate principal amount of 7 3/4% Senior Notes due 2013 of the Company (the
“Securities”); 
  
 WHEREAS, Section
3.12 of the Indenture provides that the Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, subject to certain exceptions, unless
such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of the Securities by such Restricted Subsidiary; and 
  
 WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder; 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 
  

 C-1 








 ARTICLE I 
  
 Definitions 
  
 SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
  
 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor
and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary
Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
  
 SECTION 2.2 Guarantee. Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Securities and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively
called the “Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will
remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. 
  
 Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities, the Obligations or the Indenture. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company, any Subsidiary Guarantor or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c)
any rescission, waiver, amendment or modification of any of the terms or 

  

 C-2 








 
provisions of this Indenture, any Subsidiary Guarantee, the Securities or any other agreement; (d) the release of any security held by any Holder or the
Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in the ownership of the Company. 
  
 Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein
constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. 
  
 The obligations of each Subsidiary Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein
shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any
Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 
  
 Subject to the provisions of Section 3.12 of the Indenture, each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein shall remain in
full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in accordance with the Indenture. Notwithstanding the foregoing and the other provisions of the Indenture, any
Subsidiary Guarantee by a Restricted Subsidiary shall automatically and unconditionally be released and discharged upon (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in,
or all or substantially all the assets of, whether by way of merger, consolidation or otherwise, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture), (2) the release or discharge of the guarantee which
resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such guarantee or (3) such Restricted Subsidiary being designated an Unrestricted Subsidiary of the Company in accordance with
the terms of the Indenture by the Company’s Board of Directors. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 
  
 In furtherance of the foregoing and not in limitation of any other right
which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to 

  

 C-3 








 
be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not prohibited by law). 
  
 Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of
this Subsidiary Guarantee. 
  
 Each Subsidiary Guarantor also
agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. 
  
 SECTION 2.3 Limitation on Liability. The obligations of each Subsidiary Guarantor hereunder will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture or applicable law, result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. 
  
 SECTION 2.4 Release and Discharge. Each Subsidiary Guarantor will be
deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate upon the legal defeasance or covenant defeasance of the Securities pursuant to the provisions of Article
VII hereof. 
  
 SECTION 2.5 Right of Contribution. Each
Subsidiary Guarantor hereby agrees that to the extent that any Subsidiary Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled
to seek and receive contribution from and against the Company or any other Subsidiary Guarantor who has not paid its proportionate share of such payment. The provisions of this Section 2.5 shall in no respect limit the obligations and
liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 
  
 SECTION 2.6 No Subrogation. Notwithstanding any payment or payments
made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee
or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be 

  

 C-4 








 
entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by
such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations. 
  
 ARTICLE III 
  
 Miscellaneous 
  
 SECTION 3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 
  
 SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than
the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 
  
 SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York. 
  
 SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 
  
 SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 
  
 SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same agreement. 
  
 SECTION 3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof. 
  

 C-5 








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

	[SUBSIDIARY GUARANTOR],
	 as a Guarantor

		
	 By:
	 	  


	 Name:

	 Title:

	
	 SUNTRUST BANK, as Trustee

		
	 By:
	 	  


	 Name:

	 Title:

	
	 SMITHFIELD FOODS, INC.

		
	 By:
	 	  


	 Name:

	 Title:

	
	 [INSERT OTHER SUBSIDIARY
 GUARANTORS]

		
	 By
	 	  


	 Name:

	 Title:



  

 C-6