ex4_1.htm


    

    Exhibit
4.5

     

     

    FORM OF
SENIOR INDENTURE

    
      
        	
                 

              


      

    

     

    AIR
METHODS CORPORATION,

    ISSUER,

    AND

    [      ],

     

    
      
        

      

       

    

    TRUSTEE

    INDENTURE

    DATED AS
OF [       ], 200[   ]

     

    
      
        

      

    

     

    SENIOR
DEBT SECURITIES

     

    
      
        

      

       

    

    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE(1)

     

    


    
      	
              Section
      of

            	 
      	 
      
	
              Trust
      Indenture Act

            	 
      	
              Section
      of

            
	
              of 1939, as amended

            	 
      	
              Indenture

            
	
              310(a)(1)

            	 
      	
              7.09

            
	
              310(a)(2)

            	 
      	
              7.09

            
	
              310(a)(3)

            	 
      	
              Inapplicable

            
	
              310(a)(4)

            	 
      	
              Inapplicable

            
	
              310(b)

            	 
      	
              7.08

            
	 
      	 
      	
              7.10

            
	
              310(c)

            	 
      	
              Inapplicable

            
	
              311(a)

            	 
      	
              7.13

            
	
              311(b)

            	 
      	
              7.13

            
	
              311(c)

            	 
      	
              Inapplicable

            
	
              312(a)

            	 
      	
              5.01

            
	 
      	 
      	
              5.02(a)

            
	
              312(b)

            	 
      	
              5.02(c)

            
	
              312(c)

            	 
      	
              5.02(c)

            
	
              313(a)

            	 
      	
              5.04(a)

            
	
              313(b)

            	 
      	
              5.04(b)

            
	
              313(c)

            	 
      	
              5.04(a)

            
	 
      	 
      	
              5.04(b)

            
	 
      	 
      	
              5.04(c)

            
	
              313(d)

            	 
      	
              5.04(b)

            
	 
      	 
      	
              5.04(c)

            
	
              314(a)

            	 
      	
              5.03

            
	 
      	 
      	
              13.05(c)

            
	
              314(b)

            	 
      	
              Inapplicable

            
	
              314(c)

            	 
      	
              13.05

            
	
              314(d)

            	 
      	
              Inapplicable

            
	
              314(e)

            	 
      	
              13.05

            
	
              314(f)

            	 
      	
              Inapplicable

            
	
              315(a)(1)

            	 
      	
              7.01(b)

            
	
              315(a)(2)

            	 
      	
              7.02

            
	
              315(b)

            	 
      	
              5.04(d)

            
	
              315(c)

            	 
      	
              7.01

            
	
              315(d)

            	 
      	
              7.01

            
	 
      	 
      	
              7.02

            
	
              315(e)

            	 
      	
              6.07

            
	
              316(a)

            	 
      	
              6.06

            
	 
      	 
      	
              8.04

            
	
              316(b)

            	 
      	
              6.04

            
	
              316(c)

            	 
      	
              8.01

            
	
              317(a)

            	 
      	
              6.02

            
	
              317(b)

            	 
      	
              4.03

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

    
      	
              318(a)

            	 
      	
              13.07

            


    

     

    
      	
              (1)

            	
              This
      Cross-Reference Table does not constitute part of the Indenture and shall
      not have any bearing on the interpretation of any of its terms or
      provisions.

            


    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS (2)

    


    


    
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      I DEFINITIONS

            	
              1

            	 
      
	 
      	 
      	 
      
	
              SECTION
      1.01 Definitions of Terms

            	
              1

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF
      SECURITIES

            	
              5

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.01 Designation and Terms of Securities

            	
              5

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.02 Form of Securities and Trustee’s Certificate

            	
              6

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.03 Denominations; Provisions for Payment

            	
              6

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.04 Execution and Authentications

            	
              8

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.05 Registration of Transfer and Exchange

            	
              9

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.06 Temporary Securities

            	
              10

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.07 Mutilated, Destroyed, Lost or Stolen Securities

            	
              10

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.08 Cancellation

            	
              11

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.09 Benefits of Indenture

            	
              11

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.10 Authenticating Agent

            	
              11

            	 
      
	 
      	 
      	 
      
	
              SECTION
      2.11 Global Securities

            	
              12

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

            	
              13

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.01 Redemption

            	
              13

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.02 Notice of Redemption

            	
              13

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.03 Payment Upon Redemption

            	
              14

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.04 Sinking Fund

            	
              15

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.05 Satisfaction of Sinking Fund Payments with Securities

            	
              15

            	 
      
	 
      	 
      	 
      
	
              SECTION
      3.06 Redemption of Securities for Sinking Fund

            	
              15

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      IV COVENANTS

            	
              15

            	 
      


    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      4.01 Payment of Principal, Premium and Interest

            	
              15

            	 
      
	 
      	 
      	 
      
	
              SECTION
      4.02 Maintenance of Office or Agency

            	
              16

            	 
      
	 
      	 
      	 
      
	
              SECTION
      4.03 Paying Agents

            	
              16

            	 
      
	 
      	 
      	 
      
	
              SECTION
      4.04 Appointment to Fill Vacancy in Office of Trustee

            	
              17

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE

            	
              17

            	 
      
	 
      	 
      	 
      
	
              SECTION
      5.01 Company to Furnish Trustee Names and Addresses of
      Securityholders

            	
              17

            	 
      
	 
      	 
      	 
      
	
              SECTION
      5.02 Preservation Of Information; Communications With
      Securityholders

            	
              17

            	 
      
	 
      	 
      	 
      
	
              SECTION
      5.03 Reports by the Company

            	
              18

            	 
      
	 
      	 
      	 
      
	
              SECTION
      5.04 Reports by the Trustee

            	
              18

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
      DEFAULT

            	
              19

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.01 Events of Default

            	
              19

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.02 Suits for Enforcement by Trustee

            	
              20

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.03 Application of Moneys Collected

            	
              21

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.04 Limitation on Suits

            	
              22

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.05 Rights and Remedies Cumulative; Delay or Omission Not
      Waiver

            	
              22

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.06 Control by Securityholders

            	
              23

            	 
      
	 
      	 
      	 
      
	
              SECTION
      6.07 Undertaking to Pay Costs

            	
              23

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      VII CONCERNING THE TRUSTEE

            	
              23

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.01 Certain Duties and Responsibilities of Trustee

            	
              23

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.02 Certain Rights of Trustee

            	
              24

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.03 Trustee Not Responsible for Recitals or Issuance or
      Securities

            	
              26

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.04 May Hold Securities

            	
              26

            	 
      


    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      7.05 Moneys Held in Trust

            	
              26

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.06 Compensation and Reimbursement

            	
              26

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.07 Reliance on Officers’ Certificate

            	
              27

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.08 Disqualification; Conflicting Interests

            	
              27

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.09 Corporate Trustee Required; Eligibility

            	
              27

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.10 Resignation and Removal; Appointment of Successor

            	
              27

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.11 Acceptance of Appointment By Successor

            	
              28

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.12 Merger, Conversion, Consolidation or Succession to
      Business

            	
              30

            	 
      
	 
      	 
      	 
      
	
              SECTION
      7.13 Preferential Collection of Claims Against the Company

            	
              30

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      VIII CONCERNING THE SECURITYHOLDERS

            	
              30

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.01 Evidence of Action by Securityholders

            	
              30

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.02 Proof of Execution by Securityholders

            	
              31

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.03 Who May be Deemed Owners

            	
              31

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.04 Certain Securities Owned by Company Disregarded

            	
              31

            	 
      
	 
      	 
      	 
      
	
              SECTION
      8.05 Actions Binding on Future Securityholders

            	
              32

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      IX SUPPLEMENTAL INDENTURES

            	
              32

            	 
      
	 
      	 
      	 
      
	
              SECTION
      9.01 Supplemental Indentures Without the Consent of
      Securityholders

            	
              32

            	 
      
	 
      	 
      	 
      
	
              SECTION
      9.02 Supplemental Indentures With Consent of
    Securityholders

            	
              33

            	 
      
	 
      	 
      	 
      
	
              SECTION
      9.03 Effect of Supplemental Indentures

            	
              33

            	 
      
	 
      	 
      	 
      
	
              SECTION
      9.04 Securities Affected by Supplemental Indentures

            	
              34

            	 
      
	 
      	 
      	 
      
	
              SECTION
      9.05 Execution of Supplemental Indentures

            	
              34

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      X SUCCESSOR ENTITY

            	
              34

            	 
      


    


    
      
         


      

      
        vi

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              SECTION
      10.01 Company May Consolidate, Etc

            	
              34

            	 
      
	 
      	 
      	 
      
	
              SECTION
      10.02 Successor Entity Substituted

            	
              35

            	 
      
	 
      	 
      	 
      
	
              SECTION
      10.03 Evidence of Consolidation, Etc. to Trustee

            	
              35

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      XI SATISFACTION AND DISCHARGE

            	
              36

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.01 Satisfaction and Discharge of Indenture

            	
              36

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.02 Discharge of Obligations

            	
              36

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.03 Deposited Moneys to be Held in Trust

            	
              36

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.04 Payment of Moneys Held by Paying Agents

            	
              37

            	 
      
	 
      	 
      	 
      
	
              SECTION
      11.05 Repayment to Company

            	
              37

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

            	
              37

            	 
      
	 
      	 
      	 
      
	
              SECTION
      12.01 No Recourse

            	
              37

            	 
      
	 
      	 
      	 
      
	
              ARTICLE
      XIII MISCELLANEOUS PROVISIONS

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.01 Effect on Successors and Assigns

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.02 Actions by Successor

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.03 Notices

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.04 Governing Law

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.05 Compliance Certificates and Opinions

            	
              38

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.06 Payments on Business Days

            	
              39

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.07 Conflict with Trust Indenture Act

            	
              39

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.08 Counterparts

            	
              39

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.09 Separability

            	
              39

            	 
      
	 
      	 
      	 
      
	
              SECTION
      13.10 Assignment

            	
              39

            	 
      


    


    
      
         


      

      
        vii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      XIV GUARANTEE OF SECURITIES

            	
              40

            	 
      
	 
      	 
      	 
      
	
              SECTION
      14.01 Securities Guarantee

            	
              40

            	 
      
	 
      	 
      	 
      
	
              SECTION
      14.02 Limitation on Guarantor Liability

            	
              41

            	 
      
	 
      	 
      	 
      
	
              SECTION 14.03 Execution and Delivery of Securities
      Guarantee Notation

            	
              41

            	 
      


    

     

    
      	
              (2)

            	
              This
      Table of Contents does not constitute part of the Indenture and shall not
      have any bearing on the interpretation of any of its terms or
      provisions.

            


    


    
      
         


      

      
        viii

        
          

        

      

      
         


      

    


         INDENTURE,
dated as of [ ], 200[___], between Air Methods Corporation, a Delaware
corporation (the “Company”), the Guarantors (as hereinafter defined) and [ ], as
trustee (the “Trustee”):

    


         WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of unsecured debt
securities (hereinafter referred to as the “Securities”), which may, but are not
required to be guaranteed by the Guarantors, in an unlimited aggregate principal
amount to be issued from time to time in one or more series as in this Indenture
provided, as registered Securities without coupons, to be authenticated by the
certificate of the Trustee;

    


         WHEREAS,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company and Guarantors have duly
authorized the execution of this Indenture; and

    


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

    


         NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the holders of Securities:

    


    ARTICLE
I

    


    DEFINITIONS

    


    SECTION
1.01 Definitions of Terms.

    


         The
terms defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939, as amended, or that are by reference in such Act defined
in the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the execution of this instrument.

    


         “Authenticating
Agent” means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.

    


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

    


         “Board
of Directors” means the Board of Directors of the Company or Guarantor, as the
case may be, or any duly authorized committee of such Board of
Directors.

    


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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


         “Business
Day” means, with respect to any series of Securities, any day other than a day
on which Federal or State banking institutions in the United States (or in any
city in which the paying agent appointed pursuant to Section 4.03 has an
office), are authorized or obligated by law, executive order or regulation to
close.

    


         “Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section 13.05.

    


         “Company”
means Air Methods Corporation, a corporation duly organized and existing under
the laws of the State of Delaware, and, subject to the provisions of Article
Ten, shall also include its successors and assigns.

    


         “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at [ ], except that whenever a provision herein
refers to an office or agency of the Trustee in the United States, such office
is located, at the date hereof, at [ ]

    


         “Custodian”
means any receiver, trustee, assignee, liquidator, or similar official under any
Bankruptcy Law.

    


         “Default”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.

    


         “Depositary”
means, with respect to Securities of any series, for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.

    


         “Event
of Default” means, with respect to Securities of a particular series any event
specified in Section 6.01, continued for the period of time, if any, therein
designated.

    


         “Global
Security” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with the Indenture, which shall be
registered in the name of the Depositary or its nominee.

    


         “Governmental
Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America, the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary
receipt.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


         “Guarantor”
means each Person that becomes a guarantor of any Securities pursuant to the
applicable provisions of this Indenture.

    


         “Herein,”
“hereof” and “hereunder,” and other words of similar import, refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

    


         “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.

    


         “Interest
Payment Date,” when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or in
a Board Resolution or in an indenture supplemental hereto with respect to such
series as the fixed date on which an installment of interest with respect to
Securities of that series is due and payable.

    


         “Officers’
Certificate” means in the case of the Company, a certificate signed by the
Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, an Executive Vice President or a Senior Vice
President and by the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary of the Company,
or in the case of a Guarantor, a certificate signed by the Chairman of the
Board, Chief Executive Officer, President, any Vice President or any duly
authorized officer of such Guarantor and by the Treasurer or an Assistant
Treasurer or the Secretary or Assistant Secretary of such Guarantor, that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 13.05, if and
to the extent required by the provisions thereof.

    


         “Opinion
of Counsel” means an opinion in writing of legal counsel, who may be an employee
of or counsel for the Company or a Guarantor, as the case may be, that is
delivered to the Trustee in accordance with the terms hereof. Each such opinion
shall include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.

    


         “Outstanding,”
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section
2.07.

    


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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


         “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Security.

    


         “Responsible
Officer” when used with respect to the Trustee means the President, any Senior
Vice President, the Secretary, the Treasurer, any trust officer, any corporate
trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

    


         “Securities”
means the debt Securities authenticated and delivered under this
Indenture.

    


         “Securities
Guarantee” means each guarantee of the obligations of the Company under this
Indenture and the Securities by a Guarantor in accordance with the provisions
hereof.

    


         “Securityholder,”
“holder of Securities,” “registered holder” or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

    


         “Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.

    


         “Trustee”
means [ ], and, subject to the provisions of Article Seven, shall also include
its successors and assigns, and, if at any time there is more than one Person
acting in such capacity hereunder, “Trustee” shall mean each such Person. The
term “Trustee” as used with respect to a particular series of the Securities
shall mean the trustee with respect to that series.

    


         “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the
provisions of Sections 9.01, 9.02 and 10.01, as in effect at the date of
execution of this instrument.

    


         “Voting
Stock,” as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of the directors
(or the equivalent) of such Person, other than shares, interests, participations
or other equivalents having such power only by reason of the occurrence of a
contingency.


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      ARTICLE
II

      


      ISSUE,
DESCRIPTION, TERMS, EXECUTION,

      REGISTRATION
AND EXCHANGE OF SECURITIES

      


      SECTION
2.01 Designation and Terms of Securities.

    

     

         (a)
The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series up to the aggregate principal amount of Securities of that series
from time to time authorized by or pursuant to a Board Resolution of the Company
or pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established in or pursuant
to a Board Resolution of the Company, and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental hereto:

    


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

    


              (2)
any limit upon the aggregate principal amount of the Securities of that series
that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of that series);

    


              (3)
the date or dates on which the principal of the Securities of the series is
payable and the place(s) of payment;

    


              (4)
the rate or rates at which the Securities of the series shall bear interest or
the manner of calculation of such rate or rates, if any;

    


              (5)
the date or dates from which such interest shall accrue, the Interest Payment
Dates on which such interest will be payable or the manner of determination of
such Interest Payment Dates, the place(s) of payment, and the record date for
the determination of holders to whom interest is payable on any such Interest
Payment Dates;

    


              (6)
the right, if any, to extend the interest payment periods and the duration of
such extension;

    


              (7)
the period or periods within which, the price or prices at which and the terms
and conditions upon which, Securities of the series may be redeemed, in whole or
in part, at the option of the Company;

    


              (8)
the obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions (including payments
made in cash in satisfaction of future sinking fund obligations) or at the
option of a holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

    


              (9)
the form of the Securities of the series including the form of the certificate
of authentication for such series;

    


              (10)
if other than denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, the denominations in which the Securities of the
series shall be issuable;

    


              (11)
any and all other terms with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture, as amended by any supplemental
indenture) including any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of Securities of that series;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


              (12)
whether the Securities are issuable as a Global Security and, in such case, the
identity of the Depositary for such series;

    


              (13)
whether the Securities will be convertible into shares of common stock or other
securities of the Company and, if so, the terms and conditions upon which such
Securities will be so convertible, including the conversion price and the
conversion period;

    


              (14)
if other than the principal amount thereof, the portion of the principal amount
of Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01;

    


              (15)
any additional or different Events of Default or restrictive covenants provided
for with respect to the Securities of the series; and

    


              (16)
whether the Securities of the series will be guaranteed pursuant to the
Securities Guarantee set forth in ARTICLE XIV, any modifications to the terms of
ARTICLE XIV applicable to the Securities of such series and the applicability of
any other guarantee.

    


         All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution or in any indentures supplemental hereto.

    


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

    


         Securities
of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may
be determined, with different dates on which such interest may be payable and
with different redemption dates.

    


    SECTION
2.02 Form of Securities and Trustee’s Certificate.

    


         The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution and as set forth in an Officers’ Certificate and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed, or to conform to
usage.

    


    SECTION
2.03 Denominations; Provisions for Payment.

    


         The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(10). The Securities of a particular series shall bear interest
payable on the dates and at the rate specified with respect to that series. The
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in the United States. Each Security shall be
dated the date of its authentication. Interest on the Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day
months.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


         The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

    


         Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

    


              (1)
The Company may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit 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 special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first class postage prepaid,
to each Securityholder at his or her address as it appears in the Security
Register (as hereinafter defined), not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record
date.

    


              (2)
The Company may make payment of any Defaulted Interest on any Securities in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such 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.

    


         Unless
otherwise set forth in a Board Resolution or one or more indentures supplemental
hereto establishing the terms of any series of Securities pursuant to Section
2.01 hereof, the term “regular record date” as used in this Section with respect
to a series of Securities with respect to any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the last day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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

    


    SECTION
2.04 Execution and Authentications.

    


         The
Securities shall be signed on behalf of the Company by its Chairman, Vice
Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief
Operating Officer, or one of its Executive Vice Presidents or Senior Vice
Presidents, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Any Securities
Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested. Signatures may be in the form of a manual or facsimile
signature. The Company and the Guarantors may use the facsimile signature of any
Person who were at any time proper officers of the Company or a Guarantor, as
the case may be, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to
hold such office. The seal of the Company may be in the form of a facsimile of
such seal and may be impressed, affixed, imprinted or otherwise reproduced on
the Securities. The Securities may contain such notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication by the Trustee.

    


         No
Security or Securities Guarantee endorsed thereon shall be valid until
authenticated manually by an authorized signatory of the Trustee, or by an
Authenticating Agent. Such signature shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by an authorized officer
and its Secretary or any Assistant Secretary, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities.

    


         In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


         The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee.

    


    SECTION
2.05 Registration of Transfer and Exchange.

    


         (a)
Securities of any series may be exchanged upon presentation thereof at the
office or agency of the Company designated for such purpose in the United
States, for other Securities of such series of authorized denominations, and for
a like aggregate principal amount, upon payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, all as provided in this
Section. In respect of any Securities so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in exchange therefor the Security or Securities of the same series that
the Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

    


         (b)
The Company shall keep, or cause to be kept, at its office or agency designated
for such purpose in the United States, or such other location designated by the
Company a register or registers (herein referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in this
Article provided and which at all reasonable times shall be open for inspection
by the Trustee. The registrar for the purpose of registering Securities and
transfer of Securities as herein provided shall be appointed as authorized by a
Board Resolution (the “Security Registrar”).

    


         Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company and, if applicable, the Guarantor,
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, of the same series as the Security presented for a
like aggregate principal amount.

    


         All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder’s duly authorized attorney in
writing.

    


         (c)
No service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

    


         (d)
The Company shall not be required (1) to issue, exchange or register the
transfer of any Securities during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the Outstanding Securities of the same series and ending at the close of
business on the day of such mailing, nor (2) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption.
The provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    SECTION
2.06 Temporary Securities.

    


         Pending
the preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the Company
designated for the purpose in the United States, and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

    


    SECTION
2.07 Mutilated, Destroyed, Lost or Stolen Securities.

    


         In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company’s request, the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security with an endorsement of
the Securities Guarantee, if applicable, executed by the Guarantors, of the same
series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same upon
the written request or authorization of any officer of the Company. Upon the
issuance of any substituted Security, the Company and the Guarantors (if
applicable) may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Security) if the applicant for such
payment shall furnish to the Company, the Guarantors (if applicable) and the
Trustee such security or indemnity as they may require to save each of them
harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company, the Guarantors (if applicable) and the Trustee of
the destruction, loss or theft of such Security and of the ownership
thereof.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


         Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company and, if
applicable, the Guarantors, whether or not the mutilated, destroyed, lost or
stolen Security shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall preclude
(to the extent lawful) any and all other rights or remedies, notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

    


    SECTION
2.08 Cancellation.

    


         All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

    


    SECTION
2.09 Benefits of Indenture.

    


         Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities.

    


    SECTION
2.10 Authenticating Agent.

    


         So
long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint. Said Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series. Each Authenticating Agent shall be acceptable to the
Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign
immediately.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


         Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee, to the Company, and if applicable, to the
Guarantors. The Trustee may at any time (and upon request by the Company shall)
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent, to the Company, and if applicable, to
the Guarantors. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

    


    SECTION
2.11 Global Securities.

    


         (a)
If the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (1) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (2) shall be registered in the name of the Depositary
or its nominee, (3) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (4) shall bear a legend
substantially to the following effect: “Except as otherwise provided in Section
2.11 of the Indenture, this Security may be transferred, in whole but not in
part, only to another nominee of the Depositary or to a successor Depositary or
to a nominee of such successor Depositary.”

    


         (b)
Notwithstanding the provisions of Section 2.05, the Global Security of a series
may be transferred, in whole but not in part and in the manner provided in
Section 2.05, only to another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.

    


         (c)
If at any time the Depositary for a series of the Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or if at any time the Depositary for such series shall no longer be registered
or in good standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company, and, if applicable,
the Guarantors, will execute and, subject to Section 2.05, the Trustee will
authenticate and deliver the Securities with an endorsement of the Securities
Guarantee, if applicable, executed by the Guarantors, of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company, and, if applicable, the Guarantors. will execute and, subject
to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Company, will authenticate and deliver the
Securities with an endorsement of the Securities Guarantee, if applicable, of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ARTICLE
III

    


    REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

    


    SECTION
3.01 Redemption.

    


         The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.

    


    SECTION
3.02 Notice of Redemption.

    


         (a)
In case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities of any series in accordance with the
right reserved so to do, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for
redemption of that series to such holders at their last addresses as they shall
appear upon the Security Register unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with any
such restriction.

    


         Each
such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the United
States, upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, that from and after said date interest will cease to accrue and that the
redemption is for a sinking fund, if such is the case. If less than all the
Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed in whole or in part shall specify the
particular Securities to be so redeemed. In case any Security is to be redeemed
in part only, the notice that relates to such Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.


    
      
         


      

      
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         (b)
If less than all the Securities of a series are to be redeemed, the Company
shall give the Trustee at least 45 days’ notice in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief
Financial Officer, Chief Operating Officer, or any Executive Vice President or
Senior Vice President, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

    


    SECTION
3.03 Payment Upon Redemption.

    


         (a)
If the giving of notice of redemption shall have been completed as above
provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to
Section 2.03).

    


         (b)
Upon presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.


    
      
         


      

      
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    SECTION
3.04 Sinking Fund.

    


         The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.01 for Securities of such series.

    


         The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

    


    SECTION
3.05 Satisfaction of Sinking Fund Payments with Securities.

    


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

    


    SECTION
3.06 Redemption of Securities for Sinking Fund.

    


         Not
less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers’ Certificate, deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

    


    ARTICLE
IV

    


    COVENANTS

    


    SECTION
4.01 Payment of Principal, Premium and Interest.

    


         The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities.


    
      
         


      

      
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    SECTION
4.02 Maintenance of Office or Agency.

    


         So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the United States, with respect to each such
series and at such other location or locations as may be designated as provided
in this Section 4.02, where (a) Securities of that series may be presented for
payment, (b) Securities of that series may be presented as herein above
authorized for registration of transfer and exchange, and (c) notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be given or served, such designation to continue with respect
to such office or agency until the Company shall, by written notice signed by
its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, or an Executive Vice President or Senior Vice
President and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. 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, 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, notices and
demands.

    


    SECTION
4.03 Paying Agents.

    


         (a)
If the Company shall appoint one or more paying agents for all or any series of
the Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this
Section:

    


              (1)
that it will hold all sums held by it as such agent for the payment of the
principal of (and premium, if any) or interest on the Securities of that series
(whether such sums have been paid to it by the Company or by any other obligor
of such Securities) in trust for the benefit of the Persons entitled
thereto;

    


              (2)
that it will give the Trustee notice of any failure by the Company (or by any
other obligor of such Securities) to make any payment of the principal of (and
premium, if any) or interest on the Securities of that series when the same
shall be due and payable;

    


              (3)
that it will, at any time during the continuance of any failure referred to in
the preceding paragraph (a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;
and

    


              (4)
that it will perform all other duties of paying agent as set forth in this
Indenture.

    


         (b)
If the Company shall act as its own paying agent with respect to any series of
the Securities, it will on or before each due date of the principal of (and
premium, if any) or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Securities)
to take such action. Whenever the Company shall have one or more paying agents
for any series of Securities, it will, prior to each due date of the principal
of (and premium, if any) or interest on any Securities of that series, deposit
with the paying agent a sum 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 of
this action or failure so to act.


    
      
         


      

      
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         (c)
Notwithstanding anything in this Section to the contrary, (1) the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Section 11.05, and (2) the Company, and, if applicable, the Guarantors, may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such paying agent; and, upon such
payment by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

    


    SECTION
4.04 Appointment to Fill Vacancy in Office of Trustee.

    


         The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

    


    ARTICLE
V

    


    SECURITYHOLDERS’
LISTS AND REPORTS

    BY THE
COMPANY AND THE TRUSTEE

    


    SECTION
5.01 Company to Furnish Trustee Names and Addresses of
Securityholders.

    


         The
Company will furnish or cause to be furnished to the Trustee (a) on each regular
record date (as defined in Section 2.03), but in each case will be no more than
six months apart, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to be furnished such list at any time that the list shall not differ in
any respect from the most recent list furnished to the Trustee by the Company
and (b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar.

    


    SECTION
5.02 Preservation Of Information; Communications With
Securityholders.

    


         (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such
capacity).

    


         (b)
The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.

    


         (c)
Securityholders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Securityholders with respect to their rights under this
Indenture or under the Securities. The Company, the Guarantors (if applicable),
the Trustee, the Security Registrar and any other Person shall have the
protection of the Trust Indenture Act Section 312(c).


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    SECTION
5.03 Reports by the Company.

    


         (a)
The Company covenants and agrees to file with the Trustee, within 15 days after
the Company files the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of such sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports that may be required pursuant to Section 13 of the Exchange Act, in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

    


         (b)
The Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

    


         (c)
The Company covenants and agrees to transmit by mail, first class postage
prepaid, or reputable overnight delivery service that provides for evidence of
receipt, to the Securityholders, as their names and addresses appear upon the
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

    


    SECTION
5.04 Reports by the Trustee.

    


         (a)
On or before [___] in each year in which any of the Securities are Outstanding,
the Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report dated as of the preceding [___], if and to the extent required
under Section 313(a) of the Trust Indenture Act.

    


         (b)
The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust
Indenture Act.

    


         (c)
A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.

    


         (d)
If an Event of Default occurs and is continuing and the Trustee receives actual
notice of such Event of Default, the Trustee shall mail to each Securityholder
notice of the uncured Event of Default within 90 days after the occurrence
thereof. Except in the case of an Event of Default in payment of principal of,
or interest on, any Securities, or in the payment of any sinking or purchase
fund installment, the Trustee may withhold the notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the
Securityholders.


    
      
         


      

      
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    ARTICLE
VI

    


    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

    


    SECTION
6.01 Events of Default.

    


         (a)
Whenever used herein with respect to Securities of a particular series, “Event
of Default” means any one or more of the following events that has occurred and
is continuing:

    


              (1)
the Company defaults in the payment of any installment of interest upon any of
the Securities of that series, as and when the same shall become due and
payable, and such default continues for a period of 90 days; provided, however,
that a valid extension of an interest payment period by the Company in
accordance with the terms of any indenture supplemental hereto, shall not
constitute a default in the payment of interest for this purpose;

    


              (2)
the Company defaults in the payment of the principal of (or premium, if any, on)
any of the Securities of that series as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise, or in
any payment required by any sinking or analogous fund established with respect
to that series; provided, however, that a valid extension of the maturity of
such Securities in accordance with the terms of any indenture supplemental
hereto shall not constitute a default in the payment of principal or premium, if
any;

    


              (3)
the Company fails to observe or perform any other of its covenants or agreements
with respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof (other
than a covenant or agreement that has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
“Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;

    


              (4)
the Company pursuant to or within the meaning of any Bankruptcy Law (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property or (iv) makes a
general assignment for the benefit of its creditors; or

    


              (5)
a court of competent jurisdiction enters an order under any Bankruptcy Law that
(i) is for relief against the Company in an involuntary case, (ii) appoints a
Custodian of the Company for all or substantially all of its property or (iii)
orders the liquidation of the Company, and the order or decree remains unstayed
and in effect for 90 days.

    


         (b)
In each and every such case, unless the principal of all the Securities of that
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by such Securityholders), may declare the principal of
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


         (c)
At any time after the principal of the Securities of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the holders of a majority in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (1) the
Company, or, if applicable, one or more Guarantors, has paid or deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of that series and the principal of (and premium, if any, on)
all Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and any amount payable to
the Trustee under Section 7.06, and (2) any and all other Events of Default
under the Indenture with respect to such series, other than the nonpayment of
principal on Securities of that series that shall not have become due by their
terms, shall have been remedied or waived as provided in Section
6.06.

    


         No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.

    


         (d)
In case the Trustee shall have proceeded to enforce any right with respect to
Securities of that series under this Indenture and such proceedings shall have
been discontinued or abandoned because of such rescission or annulment or for
any other reason or shall have been determined adversely to the Trustee, then
and in every such case, subject to any determination in such proceedings, the
Company, the Guarantors, if applicable, and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Guarantors, if applicable, and the
Trustee shall continue as though no such proceedings had been
taken.

    


    SECTION
6.02 Suits for Enforcement by Trustee.

    


         (a)
If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and
is continuing, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company, or, if applicable, one or
more Guarantors, or any other obligor upon the Securities of that series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company , or, if applicable, one or more
Guarantors, or any other obligor upon the Securities of that series, wherever
situated.

    


         (b)
In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of a series allowed for the entire amount due and payable
by the Company under this Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.


    
      
         


      

      
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         (c)
All rights of action and of asserting claims under this Indenture, or under any
of the terms established with respect to Securities of a series, may be enforced
by the Trustee without the possession of any of such Securities, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06, be
for the ratable benefit of the holders of the Securities of such
series.

    


         In
case of an Event of Default hereunder, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

    


         Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such
proceeding.

    


    SECTION
6.03 Application of Moneys Collected.

    


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

    


         FIRST:
To the payment of costs and expenses of collection and of all amounts payable to
the Trustee under Section 7.06; and

    


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


    
      
         


      

      
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    SECTION
6.04 Limitation on Suits.

     

         No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (b) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (c) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(d) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or
proceeding; and (e) during such 60-day period, the holders of a majority in
principal amount of the Securities of that series shall not have given the
Trustee a direction inconsistent with the request.

    


         Notwithstanding
anything contained herein to the contrary, the right of any holder of any
Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or
affected without the consent of such holder. By accepting a Security hereunder
it is expressly understood, intended and covenanted by the taker and holder of
every Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall have any
right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in
equity.

    


    SECTION
6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.

    


         (a)
All powers and remedies given by this Article to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.

    


         (b)
No delay or omission of the Trustee or of any holder of any of the Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or on acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Securityholders.


    
      
         


      

      
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    SECTION
6.06 Control by Securityholders.

     

         The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of holders of Securities of any
other series at the time Outstanding determined in accordance with Section 8.01.
Subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability. The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.01,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except an uncured default in the payment of the principal of (or
premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Guarantors, the Trustee and the holders
of the Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

    


    SECTION
6.07 Undertaking to Pay Costs.

    


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

    


    ARTICLE
VII

    


    CONCERNING
THE TRUSTEE

    


    SECTION
7.01 Certain Duties and Responsibilities of Trustee.

    


         (a)
The Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (that
has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of 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
his own affairs.


    
      
         


      

      
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         (b)
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

    


              (1)
prior to the occurrence of an Event of Default with respect to the Securities of
a series and after the curing or waiving of all such Events of Default with
respect to that series that may have occurred:

    


                   (i)
the duties and obligations of the Trustee shall with respect to the Securities
of such series be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable with respect to the Securities of such
series except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

    


                   (ii)
in the absence of bad faith on the part of the Trustee, the Trustee may with
respect to the Securities of such series conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture;

    


              (2)
the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent
facts;

    


              (3)
the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the holders of
not less than a majority in principal amount of the Securities of any series at
the time Outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture with respect to the
Securities of that series; and

    


              (4)
none of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it.

    


    SECTION
7.02 Certain Rights of Trustee.

    


         Except
as otherwise provided in Section 7.01:

    


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


    
      
         


      

      
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         (b)
Any request, direction, order or demand of the Company or a Guarantor mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company, by the Chairman, Vice Chairman, Chief
Executive Officer, President, Executive Vice President or any Senior Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer thereof (unless other evidence in respect thereof is
specifically prescribed herein), and, if applicable, signed in the name of such
Guarantors by the Chairman of the Board, Chief Executive Officer, President,
Executive Vice President or any Senior Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer thereof (unless
other evidence in respect thereof is specifically prescribed
herein);

    


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

    


         (d)
The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (that has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to 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 his own affairs;

    


         (e)
The Trustee shall not be liable for any action taken or omitted to be taken by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;

    


         (f)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other
papers or documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the Outstanding Securities of the
particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

    


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


    
      
         


      

      
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    SECTION
7.03 Trustee Not Responsible for Recitals or Issuance or
Securities.

    


         (a)
The recitals contained herein and in the Securities shall be taken as the
statements of the Company, and, if applicable, the Guarantors, and the Trustee
assumes no responsibility for the correctness of the same.

    


         (b)
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.

    


         (c)
The Trustee shall not be accountable for the use or application by the Company
of any of the Securities or of the proceeds of such Securities, or for the use
or application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or for the
use or application of any moneys received by any paying agent other than the
Trustee.

    


    SECTION
7.04 May Hold Securities.

    


         The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar.

    


    SECTION
7.05 Moneys Held in Trust.

    


         Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder except such as it may agree with the
Company to pay thereon.

    


    SECTION
7.06 Compensation and Reimbursement.

    


         (a)
The Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), as the Company and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the premises.

    


         (b)
The obligations of the Company under this Section to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular
Securities.


    
      
         


      

      
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    SECTION
7.07 Reliance on Officers’ Certificate.

    


         Except
as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

    


    SECTION
7.08 Disqualification; Conflicting Interests.

    


         If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

    


    SECTION
7.09 Corporate Trustee Required; Eligibility.

    


         There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
7.10.

    


    SECTION
7.10 Resignation and Removal; Appointment of Successor.

    


         (a)
The Trustee or any successor hereafter appointed, may at any time resign with
respect to the Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Security or Securities for at least
six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.


    
      
         


      

      
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         (b)
In case at any time any one of the following shall occur:

    


              (1)
the Trustee shall fail to comply with the provisions of Section 7.08 after
written request therefor by the Company or by any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months;
or

    


              (2)
the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.09 and shall fail to resign after written request therefor by the
Company or by any such Securityholder; or

    


              (3)
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

    


    then, in
any such case, the Company may remove the Trustee with respect to all Securities
and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, unless the
Trustee’s duty to resign is stayed as provided herein, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months
may, on behalf of that holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

    


         (c)
The holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding may at any time remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the consent of the Company.

    


         (d)
Any resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

    


         (e)
Any successor trustee appointed pursuant to this Section may be appointed with
respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any
particular series.

    


    SECTION
7.11 Acceptance of Appointment By Successor.

    


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


    
      
         


      

      
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         (b)
In case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, if applicable, any
Guarantor, the retiring Trustee and each successor trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates, (2) shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company, any Guarantor (if applicable) or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor trustee
relates.

    


         (c)
Upon request of any such successor trustee, the Company and, if applicable, the
Guarantors, shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

    


         (d)
No successor trustee shall accept its appointment unless at the time of such
acceptance such successor trustee shall be qualified and eligible under this
Article.


    
      
         


      

      
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         (e)
Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Securityholders, as their
names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

    


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

    


         Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

    


    SECTION
7.13 Preferential Collection of Claims Against the Company.

    


         The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

    


    ARTICLE
VIII

    


    CONCERNING
THE SECURITYHOLDERS

    


    SECTION
8.01 Evidence of Action by Securityholders.

    


         Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed in
writing.

    


         If
the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.


    
      
         


      

      
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    SECTION
8.02 Proof of Execution by Securityholders.

    


         Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

    


         (a)
The fact and date of the execution by any such Person of any instrument may be
proved in any reasonable manner acceptable to the Trustee.

    


         (b)
The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

    


         (c)
The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

    


    SECTION
8.03 Who May be Deemed Owners.

    


         Prior
to the due presentment for registration of transfer of any Security, the
Company, the Guarantors (if applicable), the Trustee, any paying agent and any
Security Registrar may deem and treat the Person in whose name such Security
shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the
principal of (and premium, if any) and (subject to Section 2.03) interest on
such Security and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by any
notice to the contrary.

    


    SECTION
8.04 Certain Securities Owned by Company Disregarded.

    


         In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent or
waiver under this Indenture, the Securities of that series that are owned by the
Company, or, if applicable, any Guarantor, or any other obligor on the
Securities of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Company, or, if applicable, any
Guarantor, or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall be
so disregarded. The Securities so owned that have been pledged in good faith may
be regarded as Outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, or, if applicable, any Guarantor, or any such other
obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the
Trustee.


    
      
         


      

      
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    SECTION
8.05 Actions Binding on Future Securityholders.

    


         At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder of
a Security of that series that is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

    


    ARTICLE
IX

    


    SUPPLEMENTAL
INDENTURES

    


    SECTION
9.01 Supplemental Indentures Without the Consent of
Securityholders.

    


         In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company, the Guarantors and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following
purposes:

    


         (a)
to cure any ambiguity, defect or inconsistency herein or in the Securities of
any series;

    


         (b)
to comply with Article Ten;

    


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

    


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

    


         (e)
to add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms, purposes of issue, authentication and delivery of
Securities, as herein set forth;

    


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


    
      
         


      

      
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         (g)
to provide for the issuance of and establish the form and terms and conditions
of the Securities of any series as provided in Section 2.01, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
holders of any series of Securities; or

    


         (h)
to add Securities Guarantee and cause any Person to become a Guarantor, and/or
evidence the succession of another Person to a Guarantor and the assumption by
any such successor of the Securities Guarantee of Guarantor herein and, to the
extent applicable, endorsed Company Securities of any series..

    


         The
Trustee is hereby authorized to join with the Company and any Guarantors in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise.

    


         Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

    


    SECTION
9.02 Supplemental Indentures With Consent of Securityholders.

    


         With
the consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, and if applicable, the Guarantors, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner not covered by Section 9.01 the rights of the holders of the
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (i) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate of interest thereon, or reduce any premium payable upon the redemption
thereof, (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture, or (iii)
release any Guarantor from any of its obligations under its Securities Guarantee
or this Indenture..

    


         It
shall not be necessary for the consent of the Securityholders of any series
affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

    


    SECTION
9.03 Effect of Supplemental Indentures.

    


         Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company, the Guarantors (if
applicable), and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all
purposes.


    
      
         


      

      
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    SECTION
9.04 Securities Affected by Supplemental Indentures.

    


         Securities
of any series affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article or of Section 10.01, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so
modified as to conform, in the opinion of the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.

    


    SECTION
9.05 Execution of Supplemental Indentures.

    


         Upon
the request of the Company, accompanied by Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company, and if
applicable, any Guarantors, in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.01, may receive
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof; provided, however,
that such Opinion of Counsel need not be provided in connection with the
execution of a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.

    


         Promptly
after the execution by the Company, and if applicable, any Guarantors, and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names
and addresses appear upon the Security Register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

    


    ARTICLE
X

    


    SUCCESSOR
ENTITY

    


    SECTION
10.01 Company May Consolidate, Etc.

    


         Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company or any Guarantor with or into any other
Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or any Guarantor; or their successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company, or any Guarantor,
or their successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate the same;
provided, however, the Company, and, if applicable, the Guarantors, hereby
covenants and agrees that, upon any such consolidation or merger (in each case,
if the Company or the Guarantor, as the case may be, is not the survivor of such
transaction), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (premium, if any) and interest on all of
the Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and observance of
all the covenants and conditions of this Indenture with respect to each series
or established with respect to such series pursuant to Section 2.01 to be kept
or performed by the Company shall be expressly assumed, or guaranteed, as the
case may be, if applicable, in the case of a Guarantor, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act as
then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the entity formed by such consolidation, or into which the
Company, or a Guarantor, as the case may be, shall have been merged, or by the
entity which shall have acquired such property.


    
      
         


      

      
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    SECTION
10.02 Successor Entity Substituted.

    


         (a)
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of (and premium, if
any) and interest on all of the Securities of all series Outstanding and the due
and punctual performance of all of the covenants and conditions of this
Indenture or established with respect to each series of the Securities pursuant
to Section 2.01 to be performed by the Company with respect to each series, such
successor entity shall succeed to and be substituted for the Company with the
same effect as if it had been named as the Company herein, and thereupon the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities.

    


         (b)
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be
appropriate.

    


         (c)
Nothing contained in this Article shall apply to limit or impose any
requirements upon the consolidation or merger of any Person into the Company or
a Guarantor where the Company or the Guarantor, as the case may be, is the
survivor of such transaction, or the acquisition by the Company or a Guarantor,
by purchase or otherwise, of all or any part of the property of any other Person
(whether or not affiliated with the Company).

    


    SECTION
10.03 Evidence of Consolidation, Etc. to Trustee.

    


         The
Trustee, subject to the provisions of Section 7.01, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article.


    

      
        
           


        

        
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      ARTICLE
XI

      


      SATISFACTION
AND DISCHARGE

    

     

    SECTION
11.01 Satisfaction and Discharge of Indenture.

    


         If
at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.07) and Securities for whose payment
money or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company
or discharged from such trust, as provided in Section 11.05); or (b) all such
Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company or any Guarantor shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations or a combination thereof, sufficient in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such
series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05, that shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such
series.

    


    SECTION
11.02 Discharge of Obligations.

    


         If
at any time all such Securities of a particular series not heretofore delivered
to the Trustee for cancellation or that have not become due and payable as
described in Section 11.01 shall have been paid by the Company or any Guarantor
by depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company or any Guarantor shall also pay or cause to be paid
all other sums payable hereunder by the Company with respect to such series,
then after the date such moneys or Governmental Obligations, as the case may be,
are deposited with the Trustee, the obligations of the Company and the
Guarantors under this Indenture with respect to such series shall cease to be of
further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01,
4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities
shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall
survive.

    


    SECTION
11.03 Deposited Moneys to be Held in Trust.

    


         All
moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.


    
      
         


      

      
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    SECTION
11.04 Payment of Moneys Held by Paying Agents.

    


         In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

    


    SECTION
11.05 Repayment to Company.

    


         Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of (and
premium, if any) or interest on the Securities of a particular series that are
not applied but remain unclaimed by the holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable,
shall be repaid to the Company or (if then held by the Company) shall be
discharged from such trust; and thereupon the paying agent and the Trustee shall
be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.

    


    ARTICLE
XII

    


    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

    


    SECTION
12.01 No Recourse.

    


         No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company, any Guarantor or of
any predecessor or successor Person, either directly or through the Company, any
Guarantor or any such predecessor or successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company, any
Guarantor or of any predecessor or successor Person, or any of them, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.


    
      
         


      

      
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    ARTICLE
XIII

    


    MISCELLANEOUS
PROVISIONS

    


    SECTION
13.01 Effect on Successors and Assigns.

    


         All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company and a Guarantor, as the case may be, shall bind
its successors and assigns, whether so expressed or not.

    


    SECTION
13.02 Actions by Successor.

    


         Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Company or a
Guarantor shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company or the Guarantor, as the case may
be.

    


    SECTION
13.03 Notices.

    


         Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company or any
Guarantors may be given or served by being deposited first class postage prepaid
in a post-office letterbox addressed (until another address is filed in writing
by the Company with the Trustee), as follows: [ ]. Any notice, election, request
or demand by the Company, any Guarantor or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

    


    SECTION
13.04 Governing Law.

    


         This
Indenture and each Security and, if applicable, each Securities Guarantee, shall
be deemed to be a contract made under the internal laws of the State of New
York, and for purposes shall be construed in accordance with the laws of said
State.

    


    SECTION
13.05 Compliance Certificates and Opinions.

    


         (a)
Upon any application or demand by the Company or any Guarantor to the Trustee to
take any action under any of the provisions of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.


    
      
         


      

      
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         (b)
Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person 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 Person, 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 Person, such condition or
covenant has been complied with.

    


         (c)
The Company shall furnish to the Trustee, on [___] of each year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of such obligor’s
compliance with all conditions and covenants under this Indenture. For purposes
of this subsection, such compliance shall be determined without regard to any
period of grace or requirement of notice provided hereunder.

    


    SECTION
13.06 Payments on Business Days.

    


         Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

    


    SECTION
13.07 Conflict with Trust Indenture Act.

    


         If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

    


    SECTION
13.08 Counterparts.

    


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

    


    SECTION
13.09 Separability.

    


         In
case any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.

    


    SECTION
13.10 Assignment.

    


         The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly owned Subsidiary
of the Company, provided that, in the event of any such assignment, the Company
will remain liable for all such obligations. Subject to the foregoing, the
Indenture is binding upon and inures to the benefit of the parties thereto and
their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.


    
      
         


      

      
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    ARTICLE
XIV

    


    GUARANTEE
OF SECURITIES

    


    SECTION
14.01 Securities Guarantee.

    


         (a)
Subject to the other provisions of this ARTICLE XIV, each of the Guarantors
hereby jointly and severally, guarantees to each holder of a Security of each
series to which this ARTICLE XIV has been made applicable as provided in SECTION
2.01(a)(16) (the Securities of such series being referred to herein as the
“Guaranteed Securities”) (which Security has been authenticated and delivered by
the Trustee), and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Guaranteed Securities,
the obligations of the Company hereunder or thereunder, that:

    


              (i)
the principal of, premium, if any, and interest on the Guaranteed Securities
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Guaranteed Securities, if any, if lawful, and all other obligations of
the Company to the holders of Guaranteed Securities, or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and

    


              (ii)
in case of any extension of time of payment or renewal of any Guaranteed
Securities or any of such other obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

    


    Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated top
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

    


         (b)
To the extent permissible under applicable law, the obligations of the
Guarantors under this Securities Guarantee are unconditional, irrespective of
the validity, regularity or enforceability of the Guaranteed Securities or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any holder of the Guaranteed Securities with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. To the extent permitted
by applicable law, each Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this
Securities Guarantee will not be discharged except by complete performance of
the obligations contained in the Guaranteed Securities and this
Indenture.

    


         (c)
If any holder or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors, any
amount paid by either to the Trustee or such holder, this Securities Guarantee,
to the extent theretofore discharged, will be reinstated in full force and
effect.


    
      
         


      

      
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         (d)
Each Guarantor agrees that it will not be entitled to any right of subrogation
in relation to the holders in respect to any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, to the extent permitted by applicable law, as between the
Guarantors, on the one hand, and the holders of Guaranteed Securities and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in ARTICLE VI hereof for the purposes of
this Securities Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in ARTICLE VI hereof, such obligations (regardless
of whether due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Securities Guarantee. The Guarantors will
have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Securities Guarantee.

    


    SECTION
14.02 Limitation on Guarantor Liability.

    


              Each
Guarantor, and by its acceptance of Guaranteed Securities, each holder thereof,
hereby confirms that it is the intention of all such parties that the Securities
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Securities Guarantee. To effectuate the foregoing
intention, the Trustee, to the extent permitted under applicable law, the
holders and each Guarantor hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this ARTICLE XIV, result in the obligations of such Guarantor
under its Securities Guarantee not constituting a fraudulent transfer or
conveyance.

    


    SECTION
14.03 Execution and Delivery of Securities Guarantee Notation.

    


         To
evidence its Securities Guarantee set forth in SECTION 14.01 hereof, each
Guarantor hereby agrees that a notation of such Securities Guarantee
substantially in the form established pursuant to a Board Resolution or in a
supplemental indenture, will be endorsed by an officer of such Guarantor on each
Guaranteed Security authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its
officers.

    


         Each
Guarantor hereby agrees that its Securities Guarantee set forth in SECTION 14.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Guaranteed Security a notation of such Securities
Guarantee.

    


         If
an officer whose signature is on this Indenture or on the Securities Guarantee
no longer holds that office at the time the Trustee authenticates the Guaranteed
Security on which a Securities Guarantee is endorsed, the Securities Guarantee
will be valid nevertheless.


    
      
         


      

      
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         The
delivery of any Guaranteed Security by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Securities Guarantee of
such Guaranteed Security set froth in this Indenture on behalf of the
Guarantors.


    
      
         


      

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

    


    
      	 
      	
              AIR
      METHODS CORPORATION

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      	 
      
	 
      	
              Title:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              [Name
      of any Guarantor]

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      	 
      
	 
      	
              Title:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              [            ],

            	 
      
	 
      	
              as
      Trustee

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Title:

            	 
      	 
      


    

     

     

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