Indenture



 






Exhibit 4.1

EXECUTION COPY




========================================================================================




LENNAR CORPORATION




as Issuer,




the GUARANTORS




party hereto




and




J.P. MORGAN TRUST COMPANY, N.A.




as Trustee




 






INDENTURE




Dated as of September 15, 2005




 






5.125% Senior Notes due 2010, Series A




5.125% Senior Notes due 2010, Series B




========================================================================================




 









 





CROSS REFERENCE TABLE




	 	 	 
	TIA Section	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.8; 7.10; 11.2
	(c)
	 	N.A.
	311(a)
	 	7.11
	((b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.5
	(b)
	 	11.3
	(c)
	 	11.3
	313(a)
	 	7.6
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.6
	(c)
	 	7.6; 11.2
	(d)
	 	7.6
	314(a)
	 	4.6; 4.8; 11.2
	(b)
	 	N.A.
	(c)(1)
	 	7.2; 11.4
	(c)(2)
	 	7.2; 11.4
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	11.5
	(f)
	 	N.A.
	315(a)
	 	7.1(b)
	(b)
	 	7.5; 11.2
	(c)
	 	7.1(a)
	(d)
	 	6.5; 7.1(c)
	(e)
	 	6.11
	316(last
sentence)
	 	2.9
	(a)(1)(A)
	 	6.5
	(a)(1)(B)
	 	6.4
	(a)(2)
	 	N.A.
	(b)
	 	6.7
	(c)
	 	9.4
	317(a)(1)
	 	6.8
	(a)(2)
	 	6.9
	(b)
	 	2.4
	318(a)
	 	11.1
	(c)
	 	11.1








 




			
	 	 	N.A. means Not Applicable.





Note:           This cross-reference table shall not, for any purpose, be deemed to be a
part of the Indenture.




(i)




 









 





TABLE OF CONTENTS




ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




	 	 	 	 	 	 	 
	Section 1.1.
	 	Definitions	 	 	1	 
	Section 1.2.
	 	Incorporation by Reference of TIA	 	 	9	 
	Section 1.3.
	 	Rules of Construction	 	 	9	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1.
	 	Form and Dating	 	 	10	 
	Section 2.2.
	 	Execution and Authentication; Aggregate Principal Amount	 	 	10	 
	Section 2.3.
	 	Registrar and Paying Agent	 	 	11	 
	Section 2.4.
	 	Paying Agent to Hold Assets in Trust	 	 	12	 
	Section 2.5.
	 	Holder Lists	 	 	12	 
	Section 2.6.
	 	Transfer and Exchange	 	 	12	 
	Section 2.7.
	 	Replacement Notes	 	 	13	 
	Section 2.8.
	 	Outstanding Notes	 	 	13	 
	Section 2.9.
	 	Treasury Notes	 	 	13	 
	Section 2.10.
	 	Temporary Notes	 	 	14	 
	Section 2.11.
	 	Cancellation	 	 	14	 
	Section 2.12.
	 	Defaulted Interest	 	 	14	 
	Section 2.13.
	 	CUSIP Number	 	 	15	 
	Section 2.14.
	 	Deposit of Monies	 	 	15	 
	Section 2.15.
	 	Restrictive Legends	 	 	16	 
	Section 2.16.
	 	Book-Entry Provisions for Global Security	 	 	16	 
	Section 2.17.
	 	Special Transfer Provisions	 	 	17	 






(ii)




 









 





	 	 	 	 	 	 	 
	Section 2.18.
	 	Additional Interest Under Registration Rights Agreement	 	 	20	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	REDEMPTION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1.
	 	Optional Redemption by the Company	 	 	20	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1.
	 	Payment of Notes	 	 	21	 
	Section 4.2.
	 	Reporting	 	 	21	 
	Section 4.3.
	 	Corporate Existence	 	 	21	 
	Section 4.4.
	 	Compliance Certificate	 	 	21	 
	Section 4.5.
	 	Further Instruments and Acts	 	 	22	 
	Section 4.6.
	 	Limitations on Liens	 	 	22	 
	Section 4.7.
	 	Sale-Leaseback Transactions	 	 	24	 
	Section 4.8.
	 	Furnishing Guarantees	 	 	25	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	SUCCESSOR CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1.
	 	Company May Consolidate, etc., Only on Certain Terms	 	 	25	 
	Section 5.2.
	 	Successor Corporation Substituted	 	 	26	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1.
	 	Events of Default	 	 	26	 
	Section 6.2.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	27	 
	Section 6.3.
	 	Other Remedies	 	 	28	 
	Section 6.4.
	 	Waiver of Existing Defaults	 	 	28	 
	Section 6.5.
	 	Control by Majority	 	 	29	 






(iii)




 









 





	 	 	 	 	 	 	 
	Section 6.6.
	 	Payments of Notes on Default; Suit Therefor	 	 	29	 
	Section 6.7.
	 	Limitation on Suits	 	 	29	 
	Section 6.8.
	 	Collection Suit by Trustee	 	 	30	 
	Section 6.9.
	 	Trustee May File Proofs of Claim	 	 	30	 
	Section 6.10.
	 	Restoration of Positions	 	 	30	 
	Section 6.11.
	 	Priorities  	 	 	30	 
	Section 6.12.
	 	Undertaking for Costs	 	 	30	 
	Section 6.13.
	 	Stay, Extension or Usury Laws	 	 	31	 
	Section 6.14.
	 	Liability of Stockholders, Officers, Directors and Incorporators	 	 	31	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1.
	 	Duties of Trustee	 	 	31	 
	Section 7.2.
	 	Rights of Trustee	 	 	32	 
	Section 7.3.
	 	Individual Rights of Trustee	 	 	33	 
	Section 7.4.
	 	Trustee's Disclaimer	 	 	33	 
	Section 7.5.
	 	Notice of Defaults	 	 	33	 
	Section 7.6.
	 	Reports by Trustee	 	 	33	 
	Section 7.7.
	 	Compensation and Indemnity	 	 	33	 
	Section 7.8.
	 	Replacement of Trustee	 	 	34	 
	Section 7.9.
	 	Successor Trustee by Merger, etc.	 	 	35	 
	Section 7.10.
	 	Eligibility; Disqualification	 	 	35	 
	Section 7.11.
	 	Preferential Collection of Claims	 	 	36	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	DISCHARGE OF INDENTURE	 	 	36	 
	Section 8.1.
	 	Termination of the Company's Obligations	 	 	36	 






(iv)




 









 





	 	 	 	 	 	 	 
	Section 8.2.
	 	Application of Trust Money	 	 	36	 
	Section 8.3.
	 	Officers' Certificate; Opinion of Counsel	 	 	36	 
	Section 8.4.
	 	Repayment to the Company	 	 	37	 
	Section 8.5.
	 	Reinstatement	 	 	37	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MODIFICATION OF THE INDENTURE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.1.
	 	Without Consent of Holders	 	 	37	 
	Section 9.2.
	 	With Consent of Holders	 	 	38	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	GUARANTEE OF NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.1.
	 	Unconditional Guarantee	 	 	39	 
	Section 10.2.
	 	Limitations on Guarantees; Release or Suspension of Particular Guarantors' Obligations	 	 	40	 
	Section 10.3.
	 	Execution and Delivery of Guarantee	 	 	40	 
	Section 10.4.
	 	Release of a Guarantor due to Extraordinary Events	 	 	41	 
	Section 10.5.
	 	Waiver of Subrogation	 	 	41	 
	Section 10.6.
	 	No Set-Off	 	 	42	 
	Section 10.7.
	 	Obligations Absolute	 	 	42	 
	Section 10.8.
	 	Obligations Continuing	 	 	42	 
	Section 10.9.
	 	Obligations Not Reduced	 	 	42	 
	Section 10.10.
	 	Obligations Reinstated	 	 	42	 
	Section 10.11.
	 	Obligations Not Affected	 	 	43	 
	Section 10.12.
	 	Waiver	 	 	44	 
	Section 10.13.
	 	No Obligation to Take Action Against the Company	 	 	44	 
	Section 10.14.
	 	Dealing with the Company and Others	 	 	44	 






(v)




 









 





	 	 	 	 	 	 	 
	Section 10.15.
	 	Default and Enforcement	 	 	44	 
	Section 10.16.
	 	Amendment, Etc.	 	 	45	 
	Section 10.17.
	 	Acknowledgment	 	 	45	 
	Section 10.18.
	 	Costs and Expenses	 	 	45	 
	Section 10.19.
	 	No Merger or Waiver; Cumulative Remedies	 	 	45	 
	Section 10.20.
	 	Survival of Obligations	 	 	45	 
	Section 10.21.
	 	Guarantee in Addition to Other Obligations	 	 	45	 
	Section 10.22.
	 	Severability	 	 	45	 
	Section 10.23.
	 	Successors and Assigns	 	 	45	 
	Section 10.24.
	 	Acknowledgement under TIA	 	 	45	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.1.
	 	TIA Controls	 	 	46	 
	Section 11.2.
	 	Notices	 	 	46	 
	Section 11.3.
	 	Communications by Holders with Other Holders	 	 	47	 
	Section 11.4.
	 	Certificate and Opinion as to Conditions Precedent	 	 	47	 
	Section 11.5.
	 	Statements Required in Certificate or Opinion	 	 	47	 
	Section 11.6.
	 	Rules by Trustee, Paying Agent, Registrar	 	 	48	 
	Section 11.7.
	 	Legal Holidays	 	 	48	 
	Section 11.8.
	 	Governing Law	 	 	48	 
	Section 11.9.
	 	No Adverse Interpretation of Other Agreements	 	 	48	 
	Section 11.10.
	 	No Personal Liability	 	 	48	 
	Section 11.11.
	 	Successors	 	 	48	 
	Section 11.12.
	 	Duplicate Originals	 	 	49	 
	Section 11.13.
	 	Severability	 	 	49	 





(vi)













 






          INDENTURE, dated as of September 15, 2005, between Lennar Corporation, a Delaware
corporation (the “Company”), each of the Guarantors party hereto and J.P. Morgan Trust
Company, as Trustee (the “Trustee”).




          The Company has duly authorized the creation of an issue of its 5.125% Senior Notes due 2010,
Series A, and its 5.125% Senior Notes due 2010, Series B, to be issued in exchange for the 5.125%
Senior Notes due 2010, Series A, pursuant to the Registration Rights Agreement (as defined herein)
and, to provide therefor, the Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make the Notes (as defined), when duly issued and executed by
the Company, and authenticated and delivered hereunder, the valid obligations of the Company, and
to make this Indenture a valid and binding agreement of the Company, have been done.




          Each party hereto agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders (as defined) of the Company’s 5.125% Senior Notes due 2010, Series A
and Series B.




ARTICLE I.




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1. Definitions.



          “Additional Interest” shall have the meaning set forth in the Registration Rights Agreement.




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




          “Agent” means any Registrar, Paying Agent or co-Registrar.




          “Agent Members” has the meaning provided in Section 2.16.




          “Authenticating Agent” has the meaning provided in Section 2.2.




          “Bankruptcy Law” has the meaning provided in Section 6.1.




          “Board of Directors” means the Board of Directors of the Company.




          “Board Resolution” means a resolution by the Board of Directors or Executive Committee of the
Company certified by its Secretary or an Assistant Secretary as being duly adopted and in full
force and effect.




 - 1 -









 








          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a Legal
Holiday in New York, New York.




          “Capital Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) of or in such Person’s capital stock or
other equity interests, and options, rights or warrants to purchase such capital stock or other
equity interests, whether now outstanding or issued after the Issue Date.




          “Common Stock” means the common stock, par value $.10 per share, of the Company, as that stock
may be reconstituted from time to time, except that “Common Stock” will not include the Company’s
Class B Common Stock.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities,” or (ii) if
such release (or any successor release) is not published or does not contain such prices on such
Business Day, (A) the average of the Reference Treasury Dealer Quotations for such date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if fewer than
four such Reference Treasury Dealer Quotations are obtained, the average of all such Reference
Treasury Dealer Quotations.




          “Consolidated Net Tangible Assets” means the total amount of assets which would be included on
a consolidated balance sheet of the Company and the Restricted Subsidiaries under GAAP (less
applicable reserves and other properly deductible items) after deducting therefrom:





	 	(A)	 	all short-term liabilities, i.e., liabilities payable by their
terms less than one year from the date of determination and not renewable or
extendable at the option of the obligor for a period ending more than one year
after such date, and liabilities in respect of retiree benefits other than
pensions for which the Restricted Subsidiaries are required to accrue pursuant
to Statement of Financial Accounting Standards No. 106;
	 
	 	(B)	 	investments in Subsidiaries that are not Restricted
Subsidiaries; and
	 
	 	(C)	 	all assets reflected on the Company’s balance sheet as the
carrying value of goodwill, trade names, trademarks, patents, unamortized debt
discount, unamortized expense incurred in the issuance of debt and other
intangible assets.




 - 2 -









 











          “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business is principally administered (which at the date of this Indenture
is at 10151 Deerwood Park Blvd., Building 400, 5th Floor, Jacksonville, Florida 32256).




          “Custodian” has the meaning provided in Section 6.1.




          “Default” means any event which, upon the giving of notice or passage of time, or both, would
be an Event of Default.




          “Default Interest Payment Date” has the meaning provided in Section 2.11.




          “Depositary” means The Depository Trust Company, its nominees and successors.




          “$” means the lawful currency of the United States.




          “Event of Default” has the meaning provided in Section 6.1.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Exchange Notes” means the 5.125% Senior Notes due 2010, Series B to be issued in exchange for
the Initial Notes pursuant to (i) the Registration Rights Agreement, or (ii) with respect to
Initial Notes issued under this Indenture subsequent to the Issue Date pursuant to Section 2.2, a
registration rights agreement substantially identical to the Registration Rights Agreement.




          “Exchange Offer” has the meaning provided in the Registration Rights Agreement.




          “Fiscal Year” means the period commencing on December 1 of a year and ending on the next
November 30 or such other period (not to exceed 12 months or 53 weeks) as the Company may from time
to time adopt as its fiscal year.




          “Funded Debt” of any Person means all Indebtedness for borrowed money created, incurred,
assumed or guaranteed in any manner by such person, and all Indebtedness, contingent or otherwise,
incurred or assumed by such person in connection with the acquisition of any business, property or
asset, which in each case matures more than one year after, or which by its terms is renewable or
extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of
any revolving credit agreement or any similar agreement at the option of such person for a period
ending more than one year after the date as of which Funded Debt is being determined; provided,
however, that Funded Debt shall not include (i) any Indebtedness for the payment, redemption or
satisfaction of which money (or evidences of indebtedness, if permitted under the instrument
creating or evidencing such indebtedness) in the necessary amount shall have been irrevocably
deposited in trust with a trustee or proper depository either on or before the maturity or
redemption date thereof or (ii) any Indebtedness of such person to any of its subsidiaries or of
any subsidiary to such person or any other subsidiary or (iii) any Indebtedness incurred in
connection with the financing of operating, construction or




 - 3 -









 







acquisition projects, provided that the recourse for such indebtedness is limited to the
assets of such projects.




          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession of the United States, as in effect on the Issue Date.




          “Global Note” has the meaning provided in Section 2.1.




          “Guarantee” has the meaning provided in Section 10.1.




          “Guarantor” means (1) initially, each of the Guarantors named on the signature pages of this
Indenture, and (2) each of the Company’s Subsidiaries which becomes a guarantor of the Notes
pursuant to the provisions of this Indenture, in each case subject to release as provided in this
Indenture.




          “Holder” means a Person in whose name a Note is registered on the Registrar’s books.




          “IAI Global Note” means, a permanent global note in registered form representing the aggregate
principal amount of Notes sold to Institutional Accredited Investors.




          “Indebtedness” means, with respect to the Company or any Subsidiary, and without duplication,
(a) the principal of and premium, if any, and interest on, and fees, costs, enforcement expenses,
collateral protection expenses and other reimbursement or indemnity obligations in respect to all
indebtedness or obligations of the Company or any Subsidiary to any Person, including but not
limited to banks and other lending institutions, for money borrowed that is evidenced by a note,
bond, debenture, loan agreement, or similar instrument or agreement (including purchase money
obligations with original maturities in excess of one year and noncontingent reimbursement
obligations in respect of amounts paid under letters of credit); (b) all reimbursement obligations
and other liabilities (contingent or otherwise) of the Company or any Subsidiary with respect to
letters of credit, bank guarantees or bankers’ acceptances, (c) all obligations and liabilities
(contingent or otherwise) in respect of leases of the Company or any Subsidiary required, in
conformity with generally accepted accounting principles, to be accounted for as capital lease
obligations on the balance sheet of the Company, (d) all obligations of the Company or any
Subsidiary (contingent or otherwise) with respect to an interest rate or other swap, cap or collar
agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or
similar instrument or agreement, (e) all direct or indirect guaranties or similar agreements by the
Company or any Subsidiary in respect of, and obligations or liabilities (contingent or otherwise)
of the Company or such Subsidiary to purchase or otherwise acquire, or otherwise assure a creditor
against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind
described in clauses (a) through (d), (f) any indebtedness or other obligations, excluding any
operating leases the Company or any Subsidiary is currently (or may become) a party to, described
in clauses (a) through (d) secured by any Lien existing on property which is owned or held by the
Company or




 - 4 -









 







Subsidiary, regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by the Company or such Subsidiary and (g) any and all deferrals, renewals,
extensions and refinancing of, or amendments, modification or supplements to, any indebtedness,
obligation or liability of the kind described in clauses (a) through (f).




          “Indenture” means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.




          “Initial Notes” means, collectively, (i) the 5.125% Senior Notes due 2010, Series A, of the
Company issued on the Issue Date and (ii) any other 5.125% Senior Notes due 2010, Series A that are
issued under this Indenture, subsequent to the Issue Date, pursuant to Section 2.2, for so long as
each such securities constitute Restricted Securities.




          “Initial Purchasers” means Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, ABN AMRO Incorporated, HSBC Securities (USA) Inc.,
Morgan Keegan & Company, Inc. and Piper Jaffray & Co.




          “Institutional Accredited Investor” means an institution that is an “accredited investor” as
that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.




          “Interest Payment Date” means the stated maturity of an installment of interest on the Notes.




          “Issue Date” means September 15, 2005.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not
required to open in the State of New York.




          “Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind.




          “Maturity Date” means October 1, 2010.




          “Non-Recourse Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary
for which the holder of such Indebtedness has no recourse, directly or indirectly, to the Company
or such Restricted Subsidiary for the principal of, premium, if any, and interest on such
Indebtedness, and for which the Company or such Restricted Subsidiary is not, directly or
indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on
such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or
other recourse, obligations or liabilities, in respect of specific land or other real property
interests of the Company or such Restricted Subsidiary securing such Indebtedness; provided,
however, that recourse, obligations or liabilities solely for indemnities, breaches of warranties
or representations contained in such mortgages, deeds of trust or grants of security interests in
respect of Indebtedness will not prevent that Indebtedness from being classified as Non-Recourse
Indebtedness.




 - 5 -









 








          “Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.




          “Notes” means, collectively, the Initial Notes, the Private Exchange Notes, if any, and the
Unrestricted Notes, treated as a single class of securities, as amended or supplemented from time
to time in accordance with the terms of this Indenture, that are issued pursuant to this Indenture.




          “Obligations” means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing the Notes.




          “Officer” means the Chairman of the Board, any Vice Chairman of the Board, the President, any
Vice President, the Treasurer, the Secretary, the Controller or any Assistant Secretary of a
Person.




          “Officers’ Certificate” when used with respect to the Company means a certificate signed by
two Officers. Each such certificate will comply with Section 314 of the TIA and include the
statements described in Section 12.05.




          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. That counsel may be an employee of or counsel to the Company or the Trustee. Each such
opinion will include the statements described in Section 11.5 if and to the extent required by that
Section.




          “Paying Agent” has the meaning provided in Section 2.3.




          “Permitted Liens” has the meaning provided in Section 4.6.




          “Permitted Sale-Leaseback Transactions” has the meaning provided in Section 4.7.




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




          “Physical Notes” has the meaning provided in Section 2.1.




          “Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City.




          “Private Exchange Notes” shall have the meaning provided in the Registration Rights
Agreement(s).




          “Private Placement Legend” means the legend initially set forth on the Initial Notes in the
form set forth in Exhibit A.




 - 6 -









 








          “Property” of any Person means all types of real, personal, tangible, intangible or mixed
property owned by such Person, whether or not included in the most recent consolidated balance
sheet of such Person and its Subsidiaries under GAAP.




          “Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A.




          “Record Date” means the Record Date specified in the Notes.




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




          “Redemption Price” when used with respect to any Note to be redeemed, means the price at which
it is to be redeemed pursuant to this Indenture. For the avoidance of doubt, the Redemption Price
excludes accrued interest to the Redemption Date.




          “Reference Treasury Dealer” means (a) each of Barclays Capital Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc. and a primary U.S. government securities dealer in New York City
selected by Wachovia Capital Markets, LLC (or their respective affiliates which are Primary
Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing
shall not be a Primary Treasury Dealer the Company shall substitute therefor another Primary
Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected by the Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such Redemption Date.




          “Registrar” has the meaning provided in Section 2.3.




          “Registration Rights Agreement” means, as applicable, (i) the Registration Rights Agreement
dated as of the Issue Date among the Company, the Guarantors and the Initial Purchasers or (ii) any
registration rights agreement, substantially identical to the Registration Rights Agreement,
entered into among the Company, the Guarantors and the respective purchasers, on substantially
identical terms, relating to any Initial Notes issued pursuant to Section 2.2.




          “Regulation S” means Regulation S under the Securities Act.




          “Regulation S Global Note” means a permanent global note in registered form representing the
aggregate principal amount of Notes sold in reliance on Regulation S under the Securities Act.




          “Remaining Scheduled Payments” means, with respect to any Note, the remaining scheduled
payments of the principal (or of the portion) thereof to be redeemed and interest thereon that
would be due after the related Redemption Date but for such redemption; provided,




 - 7 -









 







however, that, if such Redemption Date is not an Interest Payment Date with respect to such
Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such Redemption Date.




          “Restricted Security” has the meaning assigned to such term in Rule 144(a)(3) under the
Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively
rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.




          “Restricted Subsidiary” means any Guarantor.




          “Rule 144A” means Rule 144A under the Securities Act.




          “Sale-Leaseback Transaction” means a sale or transfer made by the Company or a Restricted
Subsidiary of any property which is either (A) a manufacturing facility, office building or
warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date
of determination, or (B) another property (not including a model home) which exceeds 5% of
Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made
with the agreement, commitment or intention of leasing such property to the Company or a Restricted
Subsidiary.




          “SEC” means the Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Senior Secured Credit Facility” means the senior secured credit facility dated as of June 17,
2005 between the Company and JPMorgan Chase Bank, N.A. as administrative agent and the other
lenders party thereto.




          “State” means any state of the United States or the District of Columbia.




          “Subsidiary” means (i) a corporation or other entity of which a majority in voting power of
the stock or other interests is owned by the Company, by a Subsidiary of the Company or by the
Company and one or more Subsidiaries of the Company or (ii) a partnership, the sole general partner
or partners of which are the Company and/or any Subsidiary.




          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.




          “Trustee” means the person named as such in this Indenture and, subject to the provisions of
Article Seven of this Indenture, any successor to that person.




          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date of this
Indenture, except as otherwise provided in Section 9.3.




 - 8 -









 








          “Trust Officer” means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.




          “United States” means the United States of America.




          “Unrestricted Notes” means one or more Notes that do not and are not required to bear the
Private Placement Legend, including, without limitation, the Exchange Notes.




          “U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the
United States of America for the payment of which the full faith and credit of the United States of
America is pledged.




          “U.S. Legal Tender” means such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts.




          Section 1.2. Incorporation by Reference of TIA. Whenever this Indenture refers to a
provision of the TIA, such provision is incorporated by reference in, and made a part of, this
Indenture. The following TIA terms used in this Indenture have the following meanings:




          “indenture securities” means the Notes.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Company or any other obligor on the Notes.




          All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule and not otherwise defined herein have the
meanings assigned to them therein.




     Section 1.3. Rules of Construction. Unless the context otherwise requires:




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




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP of any date of determination;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and words in the plural include the
singular;




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



 - 9 -









 






     (6) any reference to a statute, law or regulation means that statute, law or regulation
as amended and in effect from time to time and includes any successor statute, law or
regulation; provided, however, that any reference to the Bankruptcy Law shall mean the
Bankruptcy Law as applicable to the relevant case.



ARTICLE II.




THE NOTES




     Section 2.1. Form and Dating. The Initial Notes and the Trustee’s certificate of
authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided,
that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B
hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall
be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or depository rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each
Note shall be dated the date of its issuance and shall show the date of its authentication.



          The terms and provisions contained in the Notes annexed hereto as Exhibits A and B shall
constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.




          Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of one or more permanent global Notes in
registered form, substantially in the form set forth in Exhibit A (each, a “Global Note”),
deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit
C. The aggregate principal amount of the Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as
hereinafter provided.




          Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued
and Notes offered and sold in reliance on any other exemption from registration under the
Securities Act other than as described in the preceding paragraph shall be issued in the form of
permanent certificated Notes in registered form in substantially the form set forth in Exhibit A
(the “Physical Notes”).




          All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global
Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement;
provided, however, that all of the time periods specified in the Registration Rights Agreement to
be complied with by the Company have been so complied with.




     Section 2.2. Execution and Authentication; Aggregate Principal Amount. An Officer of
the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes
for the Company by manual or facsimile signature.



 - 10 -









 





          If an Officer whose signature is on a Note was an Officer at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the Note, the Note shall
nevertheless be valid.




          A Note shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.




          The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to
time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted
Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate
of the Company. Each such written order shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes,
Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical
Notes or Global Notes or such other information as the Trustee may reasonably request.




          The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably
acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.
An Authenticating Agent has the same rights as an Agent to deal with the Company or with any
Affiliate of the Company.




          The Notes shall be issuable in fully registered form only, without coupons, in denominations
of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal
amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed
$300,000,000; provided that, the Company may, without the consent of the Holders, issue additional
Notes under this Indenture at any time hereafter.




     Section 2.3. Registrar and Paying Agent. The Company shall maintain an office or
agency (which shall be located in the Borough of Manhattan in the City of New York, State of New
York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange
(“Registrar”), (b) Notes may be presented or surrendered for payment (“Paying Agent”) and (c)
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more co-Registrars and one or more additional paying agents reasonably
acceptable to the Trustee. The term “Paying Agent” includes any additional Paying Agent. The
Company may act as its own Paying Agent. If the Company elects to act as its own paying agent, the
Company will notify the Trustee of its election and will hold for the benefit of the Holders all
assets for the payment of principal of premium, if any, or interest on, the Notes.



          The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, which agreement shall incorporate the provisions of the TIA and implement the
provisions of this Indenture that relate to such Agent. The Company shall notify




 - 11 -









 







the Trustee of the name and address of any such Agent. If the Company shall fail to maintain
a Registrar or Paying Agent, the Trustee shall act as such.




          The Company initially appoints the Trustee as Registrar, Paying Agent and custodian for
service of demands and notices in connection with the Notes. Any of the Registrar, the Paying
Agent or any other agent may resign upon 30 days’ notice to the Company.




     Section 2.4. Paying Agent to Hold Assets in Trust. The Company shall require each
Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust
for the benefit of the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, premium, if any, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the Company and the Paying
Agent shall notify the Trustee of any Default by the Company (or any other obligor on the Notes) in
making any such payment. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any
time during the continuance of any payment Default, upon written request to a Paying Agent, require
such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets
distributed. Upon distribution to the Trustee of all assets that shall have been delivered to the
Paying Agent, the Paying Agent shall have no further liability for such assets.



     Section 2.5. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of the
Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the
Company shall furnish or cause the Registrar to furnish to the Trustee five (5) Business Days
before each Record Date and at such other times as the Trustee may request in writing a list as of
such date and in such form as the Trustee may reasonably require of the names and addresses of the
Holders, which list may be conclusively relied upon by the Trustee, and the Company shall otherwise
comply with TIA § 312(a).



     Section 2.6. Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are
presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes
or to exchange such Notes for an equal principal amount of Notes of other authorized denominations,
the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided, however, that the Notes presented or
surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar
or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made
for any registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, fee or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges
or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for
the payment of such taxes or charges).



 - 12 -









 





          The Registrar or co-Registrar shall not be required to register the transfer of or exchange of
any Note (i) during a period beginning at the opening of business 15 days before the mailing of a
notice of redemption of Notes and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Note being redeemed in part.




          Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Notes may be effected only through a
book entry system maintained by the Holder of such Global Note (or its agent), and that ownership
of a beneficial interest in the Note shall be required to be reflected in a book entry system.




     Section 2.7. Replacement Notes. If a mutilated Note is surrendered to the Trustee or
if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Company, such Holder must provide an
indemnity bond or other indemnity of reasonable tenor, sufficient in the reasonable judgment of the
Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any
of them may suffer if a Note is replaced. Every replacement Note shall constitute an additional
obligation of the Company.



     Section 2.8. Outstanding Notes. Notes outstanding at any time are all the Notes that
have been authenticated by the Trustee except those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. Subject to the provisions of
Section 2.9, a Note does not cease to be outstanding because the Company or any of its Affiliates
holds the Note.



          If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for
replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.7.




          If, on a Redemption Date or the Maturity Date, the Paying Agent holds U.S. Legal Tender or
U.S. Government Obligations sufficient to pay all of the principal, premium, if any, and interest
due on the Notes payable on that date and is not prohibited from paying such money to the Holders
thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be
deemed not to be outstanding and interest on them shall cease to accrue.




     Section 2.9. Treasury Notes. In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver, consent or notice, Notes owned
by the Company or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee
has been informed in writing by the Company to be so owned shall be so considered. The Company
shall notify the Trustee, in writing, when either it or, to its knowledge, any of its Affiliates
repurchases or otherwise acquires Notes, of the aggregate



 - 13 -









 




principal amount of such Notes so repurchased or otherwise acquired and such other information
as the Trustee may reasonably request and the Trustee shall be entitled to rely thereon.




     Section 2.10. Temporary Notes. Until typewritten Notes are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers’ Certificate. The Officers’ Certificate shall
specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes
are to be authenticated. Temporary Notes shall be substantially in the form of typewritten Notes
but may have variations that the Company consider appropriate for temporary Notes and so indicate
in the Officers’ Certificate. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate, upon receipt of a written order of the Company pursuant to Section 2.2,
typewritten Notes in exchange for temporary Notes.



     Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the
Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written
direction of the Company, shall dispose, in its customary manner, of all Notes surrendered for
transfer, exchange, payment or cancellation. Subject to Section 2.7, the Company may not issue new
Notes to replace Notes that they have paid or delivered to the Trustee for cancellation. If the
Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.



     Section 2.12. Defaulted Interest. The Company shall pay interest on overdue principal
from time to time on demand at the rate of interest borne by the Notes. The Company shall, to the
extent lawful, pay interest on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the rate of interest borne by the Notes. All such
interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in
the case of a partial month, the actual number of days elapsed.



          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, which special record date shall be the
fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment (a “Default Interest Payment Date”), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such defaulted interest as provided in this
Section; provided, however, that in no event shall the Company deposit monies
proposed to be paid in respect of defaulted interest later than 11:00 a.m. New York City time on
the proposed Default Interest Payment Date. At least 15 days before the subsequent special record
date, the Company shall mail (or cause to be mailed) to each Holder, as of a recent date selected
by the Company, with a copy to the Trustee at least 20 days prior to




 - 14 -









 







such special record date, a notice that states the subsequent special record date, the Default
Interest Payment Date and the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid. Notwithstanding the foregoing, any interest which is paid prior to
the expiration of the 30-day period set forth in Section 6.1(1) shall be paid to Holders as of the
regular record date for the Interest Payment Date for which interest has not been paid.
Notwithstanding the foregoing, the Company may make payment of any defaulted interest in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange.




     Section 2.13. CUSIP Number. In issuing the Notes, the Company may use a “CUSIP”
number, and, if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as
a convenience to Holders; provided, however, that no representation is hereby deemed to be made by
the Trustee as to the correctness or accuracy of the CUSIP number printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee of any change in the CUSIP number.



          In the event that the Company shall issue and the Trustee shall authenticate any Notes issued
under this Indenture subsequent to the Issue Date pursuant to Section 2.2, the Company shall use
its reasonable efforts to obtain the same “CUSIP” number for such Notes as is printed on the Notes
outstanding at such time and provides written notice to the Trustee to such effect; provided,
however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is
determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to
the Trustee to be a different class of security than the Notes outstanding at such time for federal
income tax or securities laws purposes, the Company shall use its reasonable efforts to obtain a
“CUSIP” number for such Notes that is different than the “CUSIP” number printed on the Notes then
outstanding and cause such opinion to be delivered to the Trustee. Notwithstanding the foregoing
or any other provision herein to the contrary, all Notes issued under this Indenture shall vote and
consent together on all matters as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.




     Section 2.14. Deposit of Monies. Prior to 11:00 a.m. New York City time on each
Interest Payment Date, Maturity Date or Redemption Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on
such Interest Payment Date, Maturity Date or Redemption Date, as the case may be, in a timely
manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment
Date, Maturity Date or Redemption Date, as the case may be.



 - 15 -









 





     Section 2.15. Restrictive Legends. Each Global Note and Physical Note that
constitutes a Restricted Security shall bear the Private Placement Legend on the face thereof until
after the second anniversary of the later of the Issue Date (or in the case of any Initial Notes
issued after the Issue Date, two years after the date of initial issuance thereof) and the last
date on which the Company or any Affiliate of the Company was the owner of such Note (or any
predecessor security) (or such shorter period of time as permitted by Rule 144(k) under the
Securities Act or any successor provision thereunder) (or such longer period of time as may be
required under the Securities Act or applicable state securities laws in the opinion of counsel for
the Company, unless otherwise agreed by the Company and the Holder thereof).



          Each Global Note shall also bear the legend as set forth in Exhibit C.




     Section 2.16. Book-Entry Provisions for Global Security.



     (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the
nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and
(iii) bear the legend as set forth in Exhibit C.



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



     (c) Transfers of a Global Note shall be limited to transfers in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial owners in a
Global Note may be transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depositary and the provisions of Section 2.17. In addition, Physical Notes shall
be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note
if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Notes and a successor depositary is not appointed by the Company within 90 days of
such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary to issue Physical Notes.



     (d) In connection with any transfer or exchange of a portion of the beneficial interest in a
Global Note to beneficial owners pursuant to Section 2.16(c), the Registrar shall (if one or more
Physical Notes are to be issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and the Company shall execute and the Trustee shall
authenticate and deliver, one or more Physical Notes of like tenor and amount.



     (e) In connection with the transfer of an entire Global Note to beneficial owners pursuant to
Section 2.16(c), such Global Note shall be deemed to be surrendered to the Trustee for



 - 16 -









 




cancellation, and the Company shall execute and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its beneficial interest in the
Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.




     (f) Any Physical Note constituting a Restricted Security delivered in exchange for an interest
in a Global Note pursuant to Section 2.16(c) shall, except as otherwise provided by Section
2.17(a)(i)(x) and (c), bear the Private Placement Legend.



     (g) The Holder of a Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.



     Section 2.17. Special Transfer Provisions.



     (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The
following provisions shall apply with respect to the registration of any proposed transfer of a
Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB
or to any Non-U.S. Person:




     (i) the Registrar shall register the transfer of any Note constituting a Restricted
Security, whether or not such Note bears the Private Placement Legend, if (x) the requested
transfer is after the second anniversary of the Issue Date (provided, however, that neither
the Company nor any Affiliate of the Company has held any beneficial interest in such Note,
or portion thereof, or predecessor security at any time on or prior to the second
anniversary of the Issue Date (or in the case of any Initial Notes issued after the Issue
Date, two years after the date of initial issuance thereof)) or (y) (1) in the case of a
transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S.
Persons), the proposed transferee has delivered to the Registrar a certificate substantially
in the form of Exhibit D hereto or (2) in the case of a transfer to a Non-U.S. Person, the
proposed transferor has delivered to the Registrar a certificate substantially in the form
of Exhibit E hereto; and




     (ii) if the proposed transferee is an Agent Member and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an interest in the IAI
Global Note or Regulation S Global Note, as the case may be, upon receipt by the Registrar
of (x) written instructions given in accordance with the Depositary’s and the Registrar’s
procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph
(i) above, the Registrar shall register the transfer and reflect on its books and records
the date and an increase in the principal amount of the IAI Global Note or Regulation S
Global Note, as to case may be, in an amount equal to the principal amount of Physical Notes
to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and




     (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in
a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance
with the Depositary’s and the Registrar’s procedures and (y) the appropriate



 - 17 -









 







certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall
register the transfer and reflect on its books and records the date and (A) a decrease in
the principal amount of the Global Note from which such interests are to be transferred in
an amount equal to the principal amount of the Notes to be transferred and (B) an increase
in the principal amount of the IAI Global Note or the Regulation S Global Note, as the case
may be, in an amount equal to the principal amount of the Notes to be transferred.



     (b) Transfers to QIBS. The following provisions shall apply with respect to the registration
of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers
to Non-U.S. Persons):




     (i) the Registrar shall register the transfer of any Restricted Security if such
transfer is being made by a proposed transferor who has checked the box provided for on the
form of Note stating, or has otherwise advised the Company and the Registrar in writing,
that the sale has been made in compliance with the provisions of Rule 144A to a transferee
who has signed the certification provided for on the form of Note stating, or has otherwise
advised the Company and the Registrar in writing, that it is purchasing the Note for its own
account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and




     (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an interest in a
Global Note, upon receipt by the Registrar of written instructions given in accordance with
the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books
and records the date and an increase in the principal amount of such Global Note in an
amount equal to the principal amount of the Physical Notes to be transferred, and the
Trustee shall cancel the Physical Notes so transferred; and




     (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in
the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of
written instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall register the transfer and reflect on its books and records
the date and (A) a decrease in the principal amount of the IAI Global Note or the Regulation
S Global Note, as the case may be, in an amount equal to the principal amount of the Notes
to be transferred and (B) an increase in the principal amount of the Global Note in an
amount equal to the principal amount of the Notes to be transferred.



     (c) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other
provisions of this Indenture, a Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary.



 - 18 -









 





     (d) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing
the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the requested transfer is after the second anniversary of the Issue Date (provided,
however, that neither the Company nor any Affiliate of the Company has held any beneficial interest
in such Note, or portion thereof, or any predecessor security at any time prior to or on the second
anniversary of the Issue Date (or, in the case of any Initial Notes issued after the Issue Date,
two years after the date of initial issuance thereof), or (ii) there is delivered to the Registrar
an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.



     (e) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder
of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture
and in the Private Placement Legend and agrees that it will transfer such Note only as provided in
this Indenture.



          The Registrar shall retain copies of all letters, notices and other written communications
received pursuant to Section 2.16 or this Section 2.17. The Company shall have the right to
inspect and make copies of all such letters, notices or other written communications at any
reasonable time during the Registrar’s normal business hours upon the giving of reasonable written
notice to the Registrar.




     (f) Transfer of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has been
transferred to an Affiliate of the Company within two years after the Issue Date (or in the case of
any Initial Notes issued after the Issue Date, two years after the date of initial issuance
thereof), as evidenced by a notation on the Assignment Form for such transfer or in the
representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired
from an Affiliate of the Company (other than by an Affiliate of the Company) in a transaction or a
chain of transactions not involving any public offering, shall, until two years after the last date
on which the Company or any Affiliate of the Company was an owner of such Note, in each case, bear
the Private Placement Legend, unless otherwise agreed by the Company (with written notice thereof
to the Trustee).



     (g) Notice of Affiliate Purchases. In connection with the purchase or sale of any Note or any
beneficial interest therein by the Company or any Affiliate thereof (other than a sale to the
Initial Purchasers pursuant to the Purchase Agreement, dated as of September 8, 2005, by and among
the Company and the Initial Purchasers), the Company shall file with the Trustee and Registrar a
written notice identifying the transaction as such for the purposes hereof.



 - 19 -









 





     Section 2.18. Additional Interest Under Registration Rights Agreement. Under certain
circumstances, the Company shall be obligated to pay Additional Interest to the Holders, all as set
forth in Section 4 of the Registration Rights Agreement. The terms thereof are hereby incorporated
herein by reference.



ARTICLE III.




REDEMPTION




     Section 3.1. Optional Redemption by the Company.



     (a) Right to Redeem; Notice to Trustee. The Company, at its option, may redeem the Notes in
accordance with the provisions of paragraphs 5 and 6 of the Notes. If the Company elects to redeem
Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price that would
be in effect if such Notes were being redeemed on the date of the notice. The Company shall give
the notice to the Trustee provided for in this Section 3.1(a) at least 30 days but not more than 60
days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).



     (b) Notice of Redemption. At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to
the Trustee and to each Holder of Notes to be redeemed at such Holder’s address as it appears on
the Note register.



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




          (i) the Redemption Date;




          (ii) the Redemption Price that would be in effect if such Notes were being redeemed on the
date of the notice;




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




          (iv) that Notes called for redemption must be presented and surrendered to the Paying Agent to
collect the Redemption Price and any accrued interest;




          (v) that interest on Notes called for redemption shall cease to accrue on and after the
Redemption Date and, unless the Company defaults in making the redemption payment, the only
remaining right of the Holder shall be to receive payment of the Redemption Price upon presentation
and surrender to the Paying Agent of the Notes;




          (vi) if fewer than all the outstanding Notes are to be redeemed, the certificate number and
principal amounts of the particular Notes to be redeemed; and




          (vii) the CUSIP number or numbers for the Notes called for redemption.




 - 20 -









 








          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense. In such event, the Company will provide the Trustee with the
information required by clauses (i) through (iii) and (vi).




     (c) Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for
redemption become due and payable on the Redemption Date and at the Redemption Price stated in the
notice. Upon presentation and surrender to the Paying Agent, Notes called for redemption shall be
paid at the Redemption Price, together with any accrued interest.



     (d) Sinking Fund. There shall be no sinking fund provided for the Notes.



ARTICLE IV.




COVENANTS




     Section 4.1. Payment of Notes. The Company will promptly pay or cause to be paid the
principal of, premium, if any, and interest, if any, on each of the Notes at the places and time
and in the manner provided in the Notes and this Indenture. An installment of principal, premium
or interest will be considered paid on the date it is due if the Trustee or Paying Agent holds on
that date in accordance with this Indenture money designated for and sufficient to pay the
installment then due.



          The Company will pay or cause to be paid interest on overdue principal at the rate specified
in the Notes; it will also pay interest on overdue installments of interest at the same rate, to
the extent lawful.




     Section 4.2. Reporting. The Company will file with the Trustee within 15 days after
filing with the SEC, copies of its annual reports and of the information, documents, and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. The Company also will comply with the other provisions of TIA Section 314(a).



     Section 4.3. Corporate Existence. Subject to Article V, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however, that the Company will
not be required to preserve any such right or franchise if the Board of Directors determines that
the preservation of the right or franchise is no longer desirable in the conduct of the business of
the Company and that its loss will not be disadvantageous in any material respect to the Holders of
the Notes.



     Section 4.4. Compliance Certificate. The Company will deliver to the Trustee within
120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in
the course of the performance by the signers of their duties as Officers of the Company they would
normally have knowledge of any Default or Event of Default by the Company and whether or not the
signers know of any Default or Event of Default that occurred during the fiscal year. If they do,
the certificate will describe the default or Event of Default, its status and



 - 21 -









 




what action the Company is taking or proposes to take with respect thereto. The Company also
will comply with TIA Section 314(a)(4). For the purposes of this provision of the Indenture,
compliance is determined without regard to any grace period or requirement of notice under the
Indenture.




     Section 4.5. Further Instruments and Acts. Upon request of the Trustee, the Company
will execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.



     Section 4.6. Limitations on Liens. The Company shall not, nor shall it permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien, upon any of its
properties or assets, whether owned on the Issue Date or thereafter acquired, unless (1) if such
Lien secures Indebtedness which is pari passu with the Notes, then the Notes are secured on an
equal and ratable basis with the obligation so secured until such time as such obligation is no
longer secured by a Lien, (2) if such Lien secures Indebtedness which is subordinated to the Notes,
then the Notes are secured and the Lien securing such Indebtedness is subordinated to the Lien
granted to the holders of the Notes to the same extent as such Indebtedness is subordinated to the
Notes or (3) such Lien is a Permitted Lien (as defined below).



     The following Liens constitute “Permitted Liens”:



     (a) Liens on property of a Person existing at the time such Person is merged into or
consolidated with or otherwise acquired by the Company or any Restricted Subsidiary, provided that
such Liens were in existence prior to, and were not created in contemplation of, such merger,
consolidation or acquisitions and do not extend to any assets other than those of the Person merged
into or consolidated with the Company or a Restricted Subsidiary;



     (b) Liens on property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in
contemplation of, such acquisition and do not extend to any assets other than the property
acquired;



     (c) Liens imposed by law such as carriers’, warehouseman’s or mechanics’ Liens, and other
Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of business;



     (d) Liens incurred in connection with pollution control, industrial revenue, water, sewage or
any similar bonds;



     (e) Liens securing Indebtedness representing, or incurred to finance, the cost of acquiring,
constructing or improving any assets, provided that the principal amount of such Indebtedness does
not exceed 100% of such cost, including construction charges;



     (f) Liens securing Indebtedness (A) between a Restricted Subsidiary and the Company, or (B)
between Restricted Subsidiaries;



 - 22 -









 





     (g) Liens incurred in the ordinary course of business to secure performance of obligations
with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety
bonds or other obligations of a like nature, in each case which are not incurred in connection with
the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase
price of property and which do not in the aggregate impair in any material respect the use of
property in the operation of the Company’s business taken as a whole;



     (h) pledges or deposits under workmen’s compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of indebtedness) or leases to which the Company or any Restricted Subsidiary is a
party, or deposits to secure public or statutory obligations of the Company or of any Restricted
Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of
business;



     (i) Liens granted to any bank or other institution on the payments to be made to such
institution by the Company or any Subsidiary pursuant to any interest rate swap or similar
agreement or foreign currency hedge, exchange or similar agreement designed to provide protection
against fluctuations in interest rates and currency exchange rates, respectively, provided that
such agreements are entered into in, or are incidental to, the ordinary course of business;



     (j) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s Liens, rights of set off or similar rights and remedies;



     (k) Liens arising from the Uniform Commercial Code financing statements regarding leases;



     (l) Liens securing indebtedness incurred to finance the acquisition, construction,
improvement, development or expansion of a property which is given within 180 days of the
acquisition, construction, improvement, development or expansion of such property and which is
limited to such property;



     (m) Liens incurred in connection with Non-Recourse Indebtedness;



     (n) Liens existing on the Issue Date;



     (o) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; provided that any reserve or other appropriate provision as shall be required
in conformity with GAAP shall have been made therefor;



     (p) Liens securing refinancing Indebtedness; provided that any such Lien does not extend to or
cover any property or assets other than the property or assets securing Indebtedness so refunded,
refinanced or extended;



     (q) easements, rights-of-way and other similar encumbrances incurred in the ordinary course of
business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of
property or minor imperfections in title thereto which, in the aggregate, are not



 - 23 -









 




material in amount, and which do not in any case materially detract from the Company’s
properties subject thereto; and




     (r) any extensions, substitutions, modifications, replacements or renewals of the Permitted
Liens described above.



     Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Lien upon any of its properties or assets without
equally and ratably securing the Notes if the aggregate amount of all Indebtedness then outstanding
secured by such Lien and all similar Liens, together with the aggregate net sale proceeds from all
Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, does not exceed
20% of the total consolidated stockholders’ equity of the Company as shown on the most recent
consolidated balance sheet that is contained or incorporated in the latest annual report on Form
10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the
SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of
the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135
days prior to the date of determination, in the case of the consolidated balance sheet contained in
the quarterly report on Form 10-Q; provided that Indebtedness secured by Permitted Liens shall not
be included in the amount of such secured Indebtedness.



     Section 4.7. Sale-Leaseback Transactions. The Company shall not, and shall not permit
any Restricted Subsidiary to, after the date hereof, enter into any Sale-Leaseback Transaction
other than Permitted Sale-Leaseback Transactions (as defined below). The following Sale-Leaseback
Transactions constitute “Permitted Sale-Leaseback Transactions”:



     (a) a Sale-Leaseback Transaction involving the leasing by the Company or any Restricted
Subsidiary of model homes in the Company’s communities;



     (b) a Sale-Leaseback Transaction relating to a property entered into within 180 days after the
later of the date of acquisition of such property by the Company or a Restricted Subsidiary or the
date of the completion of construction or commencement of full operations on such property,
whichever is later;



     (c) a Sale-Leaseback Transaction where the Company, within 365 days after such Sale-Leaseback
Transaction, applies or causes to be applied to the retirement of any Funded Debt of the Company or
any Restricted Subsidiary (other than Funded Debt which by its terms or the terms of the instrument
by which it was issued is subordinate in right of payment to the Notes) proceeds of the sale of
such property, but only to the extent of the amount of proceeds so applied;



     (d) a Sale-Leaseback Transaction where the Company or any Restricted Subsidiary would, on the
effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume
or guarantee Indebtedness secured by a Lien upon the relevant property, at least equal in amount to
the then present value (discounted at the actual rate of interest of the Sale-Leaseback
Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback
Transaction without equally and ratably securing the Notes;



 - 24 -









 





     (e) a Sale-Leaseback Transaction between the Company and any Restricted Subsidiary or among
Restricted Subsidiaries, provided that the lessor shall be the Company or a wholly-owned Restricted
Subsidiary; and



     (f) a Sale-Leaseback Transaction which has a lease of no more than three years in length.



          Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to,
effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not
a Permitted Sale-Leaseback Transaction, provided that the aggregate net sales proceeds from all
Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all
Indebtedness secured by Liens other than Permitted Liens, does not exceed 20% of the total
consolidated stockholders’ equity of the Company as shown on the most recent consolidated balance
sheet that is contained or incorporated in the latest annual report on Form 10-K (or equivalent
report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a
date not more than 181 days prior to the date of determination, in the case of the consolidated
balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the
date of determination, in the case of the consolidated balance sheet contained in the quarterly
report on Form 10-Q.




     Section 4.8. Furnishing Guarantees. The Company shall cause any Subsidiary formed or
acquired after the Issue Date, other than its finance company Subsidiaries and any foreign
Subsidiaries, that guarantees any Indebtedness of the Company or any other Subsidiary, other than
guarantees by Subsidiaries of U.S. Home Corporation solely of U.S. Home Corporation’s obligations
as a guarantor under the Senior Secured Credit Facility to become a Guarantor by causing, as
promptly as practicable, but in any event not later than the earlier of (i) 15 Business Days after
the end of the fiscal quarter in which such Subsidiary was formed or acquired or (ii) the date on
which such Subsidiary becomes a guarantor of any other Indebtedness of the Company or any
Subsidiary, such Subsidiary to execute and deliver to the Trustee a Guarantee in substantially the
form of Exhibit F hereto and the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.



ARTICLE V.




SUCCESSOR CORPORATION




     Section 5.1. Company May Consolidate, etc., Only on Certain Terms. The Company will
not consolidate with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, unless:




     (1) the corporation formed by the consolidation or into which the Company is merged or
the person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety will be a corporation organized and
existing under the laws of the United States of America, a State of the United States of
America or the District of Columbia and expressly assumes, by one or more supplemental
indentures, executed and delivered to the Trustee, in form satisfactory



 - 25 -









 






to the Trustee, the due and punctual payment of the principal of, premium, if any, and
interest, if any, on all the Notes and the performance of every covenant of this Indenture
to be performed or observed by the Company;




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




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the
supplemental indenture (or the supplemental indentures together) comply with this Article
and that all the conditions precedent relating to the transaction set forth in this Section
have been fulfilled.



     Section 5.2. Successor Corporation Substituted. Upon any event described in Section
5.1, the successor corporation will succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture, and, except in connection with a lease
transaction, the predecessor corporation will be relieved of all obligations and covenants under
this Indenture.



ARTICLE VI.




DEFAULTS AND REMEDIES




     Section 6.1. Events of Default.



          An “Event of Default” occurs if:





     (1) a default by the Company in the payment when due of interest on the Notes, which
default continues for a period of 30 days;




     (2) a default by the Company in the payment when due of the principal or Redemption
Price due with respect to the Notes;




     (3) a default by the Company or any Restricted Subsidiary with respect to its
obligation to pay Indebtedness for borrowed money (other than any Non-Recourse
Indebtedness), which default shall have resulted in the acceleration of, or be a failure to
pay at final maturity, Indebtedness aggregating more than $50 million;




     (4) a failure to perform any other covenant or warranty of the Company herein, which
continues for 30 days after written notice;




     (5) final judgments or orders are rendered against the Company or any Restricted
Subsidiary which require the payment by the Company or any Restricted Subsidiary of an
amount (to the extent not covered by insurance) in excess of $50 million and such judgments
or orders remain unstayed or unsatisfied for more than 60 days and are not being contested
in good faith by appropriate proceedings;



 - 26 -









 






     (6) the Company or any Restricted Subsidiary, pursuant to any Bankruptcy Law applicable
to the Company or such Restricted Subsidiary: (A) commences a voluntary case; (B) consents
to the entry of an order for relief against it in an involuntary case; (C) consents to the
appointment of a Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; or




     (7) a court of competent jurisdiction enters an order or decree under any applicable
Bankruptcy Law: (A) for relief in an involuntary case against the Company or any Restricted
Subsidiary; (B) appointing a Custodian of the Company or any Restricted Subsidiary or for
any substantial part of its respective property; or (C) ordering its winding up or
liquidation of the Company or any Restricted Security; and the order or decree remains
unstayed and in effect for 90 days.



          Each of the occurrences described in clauses (1) through (7) will constitute an Event of
Default whatever the reason for the occurrence and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body.




          The term “Bankruptcy Law” means Title 11 of the United States Code or any similar United
States Federal or State law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.




          A Default under clause (4) of this Section is not an Event of Default until the Trustee
notifies the Company, or the Holders of at least 25% in principal amount of the then outstanding
Notes with regard to which the Company has failed to comply with a covenant or agreement notify the
Company and the Trustee, of the Default and the Company does not cure the Default within 30 days
after the giving of the notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a “Notice of Default.”




          The Company will deliver to the Trustee, within 20 days after it occurs, written notice in the
form of an Officers’ Certificate of any event of which the Company is aware which with the giving
of notice and the lapse of time would become an Event of Default under clause (4), its status and
what action the Company is taking or proposes to take with respect to it.




     Section 6.2. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default occurs and is continuing, unless the principal of the Notes has already become due and
payable, the Trustee by notice to the Company, or the Holders of not less than 25 percent in
aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee
may declare the outstanding principal of the Notes and any accrued and unpaid interest through the
date of such declaration on all of the Notes to be immediately due and payable. Upon such a
declaration, such outstanding principal amount and accrued and unpaid interest, if any, shall be
due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) of this
Indenture occurs and is continuing, the outstanding principal amount of the Notes shall
automatically become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the
Notes then outstanding, on behalf of the Holders of all of the Notes, by notice to



 - 27 -









 




the Company and the Trustee (and without notice to any other Holder), may rescind any
acceleration and its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except nonpayment of the
outstanding principal amount of any of the Notes that has become due solely as a result of
acceleration and if all amounts due to the Trustee under Section 7.7 of this Indenture have been
paid. No such rescission shall affect any subsequent Default or Event of Default or impair any
right consequent thereto.




          In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such waiver or rescission and
annulment or for any other reason or shall have been determined adversely to the Trustee, then and
in every such case the Company, the Holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder and all rights, remedies and powers of
the Company, the Holders of Notes, and the Trustee shall continue as though no such proceeding had
been taken.




          The Trustee shall within 90 days after a Trust Officer has knowledge of the occurrence of a
Default or any Event of Default, mail to all Holders, as the names and addresses of such Holders
appear upon the Note register, notice of all Defaults or Events of Default known to a Trust
Officer, unless such Default or Event of Default is cured or waived before the giving of such
notice and provided that, except in the case of default in the payment of the principal, interest
or Redemption Price, as the case may be, on any of the Notes, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors and/or officers of the
Trustee in good faith determines that the withholding of such notice is in the interest of the
Holders.




          The Holders of a majority in principal amount of the Notes then outstanding shall have the
right to direct the time, method and place of conducting any proceedings for any remedy available
to the Trustee, subject to the limitations specified herein.




     Section 6.3. Other Remedies. If an Event of Default as to a series occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal of,
premium, if any, and interest, if any, on the Notes or to enforce the performance of any provision
under this Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default will not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative.




     Section 6.4. Waiver of Existing Defaults. The Holders of a majority in aggregate
principal amount of the Notes then outstanding, on behalf of the Holders of all the Notes, by
notice to the Trustee may consent to the waiver of any past Default with regard to the Notes and
its consequences except (i) a default in the payment of interest or premium, if any, on, or the
principal of, Notes, or (ii) a default in respect of a covenant or a provision that under Section
9.2 cannot be modified or amended without the consent of the Holders of all Notes then outstanding.



 - 28 -









 




The defaults described in clauses (i) and (ii) in the previous sentence may be waived with the
consent of the Holders of all Notes then outstanding. When a Default or Event of Default is
waived, it is deemed cured and not continuing, but no waiver will extend to any subsequent or other
Default or impair any consequent right.




     Section 6.5. Control by Majority. The Holders of a majority in principal amount of
the Notes then outstanding may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee with regard to the Notes or of exercising any trust or power
conferred on the Trustee with regard to the Notes. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.1, that the Trustee
determines is unduly prejudicial to the rights of other Holders or that would involve the Trustee
in personal liability provided, however, that the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction. Prior to taking any action as a
result of a direction given under this Section, the Trustee will be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused by taking or not
taking that action.



     Section 6.6. Payments of Notes on Default; Suit Therefor. The Company covenants that
upon the occurrence of an Event of Default described in Section 6.1(1) or (2), then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Notes, the
whole amount that will then have become due and payable on all such Notes for principal, premium,
if any, and interest, with interest on the overdue principal and premium, if any, and (to the
extent that payment of such interest is enforceable under applicable law) on the overdue
installments of interest at the rate borne by the Notes; and, in addition, such further amount as
will be sufficient to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad faith. Until such
demand by the Trustee, the Company may pay the principal of and premium, if any, and interest on
the Notes to the registered Holders, whether or not the Notes are overdue.



     Section 6.7. Limitation on Suits. A Holder may not pursue any remedy with respect to
this Indenture unless:



          (1) the Holder gives to the Trustee written notice stating that an Event of Default is
continuing;




          (2) the Holders of at least 25% in principal amount of the Notes then outstanding make a
written request to the Trustee to pursue the remedy;




          (3) such Holder or Holders offer to the Trustee reasonable security or indemnity satisfactory
to the Trustee against any loss, liability or expense;




          (4) the Trustee does not comply with the request within 60 days after receipt of the request
and the offer of security or indemnity, and the Event of Default has not been waived; and




          (5) the Trustee has received no contrary direction from the Holders of a majority in principal
amount of the Notes then outstanding during such 60-day period.





 - 29 -










 






          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.




     Section 6.8. Collection Suit by Trustee. If an Event of Default in payment of
principal, premium, if any, or interest, if any, specified in clause (1) or (2) of Section 6.1
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal, premium, if any, and interest
remaining unpaid (together with interest on that unpaid interest to the extent lawful) and the
amounts provided for in Section 7.7.



     Section 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other person performing similar
functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, if the Trustee consents to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.



     Section 6.10. Restoration of Positions. If a judicial proceeding by the Trustee or a
Holder to enforce any right or remedy under this Indenture is dismissed or decided favorably to the
Company, except as otherwise provided in the judicial proceeding, the Company, the Trustee and the
Holders will be restored to the positions they would have been in if the judicial proceeding had
not been instituted.



     Section 6.11. Priorities. If the Trustee collects any money pursuant to this Article
VI with respect to the Notes, it will pay out the money or property in the following order:



          FIRST: to the Trustee for amounts due under Section 7.7;




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




          THIRD: to the Company.




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




     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit,
having due



-30-









 







regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7, or a suit by Holders of in aggregate more than 10% in principal amount of the Notes then
outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Note held by that Holder on or after the due date
provided in the Note.



     Section 6.13. Stay, Extension or Usury Laws. The Company agrees (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or
advantage of, any stay or extension law or any usury or other law, wherever enacted, now or at any
subsequent time in force, which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, and/or interest on any of the Notes as contemplated
in this Indenture, or which may affect the covenants or performance of this Indenture, and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law and agrees that it will not hinder, delay or impede the execution of any power
granted to the Trustee in this Indenture, but (to the extent that it may lawfully do so) will
suffer and permit the execution of any such power as though no such law had been enacted.



     Section 6.14. Liability of Stockholders, Officers, Directors and Incorporators. No
stockholder, officer, director or incorporator, as such, past, present or future, of the Company,
or any of its successor corporations, will have any personal liability in respect of the Company’s
obligations under this Indenture or any Notes by reason of his or its status as such stockholder,
officer, director or incorporator; provided, however, that nothing in this Indenture or in the
Notes will prevent recourse to and enforcement of the liability of any stockholder or subscriber to
Capital Stock in respect of shares of Capital Stock which have not been fully paid up.



ARTICLE VII.




TRUSTEE




     Section 7.1. Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee will exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs.



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




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




     (ii) the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed in them, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture in the absence of bad



-31-









 







faith on the Trustee’s part; provided, however, that the Trustee will examine the
certificates and opinions to determine whether or not they substantially conform to the
requirements of this Indenture.



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




     (1) this paragraph does not limit the effect of paragraph (b) of this Section
7.1;




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




     (3) the Trustee will not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to
Section 6.5; and




     (4) the Trustee will not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties under
this Indenture or in the exercise of any of its rights or powers, if it has
reasonable grounds to believe repayment of the funds or adequate indemnity against
the risk or liability is not reasonably assured to it.



     (d) Every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee is subject to the provisions of this Section 7.1 and to the
provisions of the TIA.



     (e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree with the Company. Money and Government Obligations held in trust by the Trustee
need not be segregated from other funds or items except to the extent required by law.



     Section 7.2. Rights of Trustee.



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



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel which conforms to Section 11.5. The Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on such an Officers’ Certificate or
Opinion of Counsel.



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



-32-









 





     (d) The Trustee will not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers, except conduct which constitutes
willful misconduct, negligence or bad faith.



     (e) The Trustee may consult with counsel, and the Trustee will not be liable for any action
it takes or omits in reliance on, and in accordance with, written advice of counsel.



     (f) The Trustee will not be required to investigate any facts or matters stated in any
document, but if it decides to investigate any matters or facts, the Trustee or its agents or
attorneys will be entitled to examine the books, records and premises of the Company.



     Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of
its affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.



     Section 7.4. Trustee’s Disclaimer. The Trustee (i) is not responsible for and makes
no representation as to the validity or adequacy of this Indenture, (ii) will not be accountable
for the Company’s use of the proceeds from the Notes, and (iii) will not be responsible for any
statement of the Company in this Indenture, other than the Trustee’s certificate of authentication,
or in any document used in the sale of the Notes, other than statements, if any, provided in
writing by the Trustee for use in such a prospectus.



     Section 7.5. Notice of Defaults. The Trustee will give to the Holders notice of any
Default with regard to the Notes known to the Trustee, within 90 days after it occurs; provided,
that, except in the case of a Default in the payment of the principal of, or premium, if any, or
interest on any Note, the Trustee will be protected in withholding notice of the Default if and so
long as a committee of its Trust Officers in good faith determines that the withholding of the
notice is in the interests of the Holders.



     Section 7.6. Reports by Trustee. Within 60 days after each November 30 beginning with
the November 30 following the date of this Indenture, the Trustee will mail to each Holder, at the
name and address which appears on the registration books of the Company, and to each Holder who
has, within the two years preceding the mailing, filed that person’s name and address with the
Trustee for that purpose and each Holder whose name and address have been furnished to the Trustee
pursuant to Section 2.5, a brief report dated as of that November 30 which complies with TIA
Section 313(a). The Trustee also will comply with TIA Section 313(b).



          A copy of each report will at the time of its mailing to Holders be filed with each stock
exchange on which the Notes are listed and also with the SEC. The Company will promptly notify the
Trustee when the Notes are listed on any stock exchange and of any delisting of the Notes.




     Section 7.7. Compensation and Indemnity. The Company will pay to the Trustee from
time to time reasonable compensation for its services. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust. The Company will



-33-









 







reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its services. Those
expenses will include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company will indemnify the Trustee
against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by
it in connection with the administration of the trust created by this Indenture and the performance
of its duties under this Indenture. The Trustee will notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the
Company of its obligations under this Section. The Company will defend the claim and the Trustee
may have separate counsel and the Company will pay the fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent. The Company need not reimburse
any expense or indemnify against any loss, expense or liability incurred by the Trustee to the
extent it is due to the Trustee’s own willful misconduct, negligence or bad faith.



          To secure the Company’s obligation to make payments to the Trustee under this Section 7.7, the
Trustee will have a lien prior to the Notes on all money or property held or collected by the
Trustee, other than money or property held in trust to pay principal or interest on the Notes.
Those obligations of the Company will survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
clause (6) or (7) of Section 6.1 occurs, the expenses and the compensation for the services of the
Trustee are intended to constitute expenses of administration under any Bankruptcy Law.




          For purposes of this Section 7.7, “Trustee” will include any predecessor Trustee, but the
willful misconduct, negligence or bad faith of any Trustee will not affect the rights of any other
Trustee under this Section 7.7.




     Section 7.8. Replacement of Trustee. The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then
outstanding may remove the Trustee by so notifying the Trustee and the Company and may appoint a
successor Trustee. The Company may remove the Trustee if:



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




          (2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with
respect to the Trustee under any bankruptcy law;




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




          (4) the Trustee becomes incapable of acting.




          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company will promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate principal amount of the

-34-









 








Notes then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.




          No removal or appointment of a Trustee will be valid if that removal or appointment would
conflict with any law applicable to the Company.




          A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that, the retiring Trustee will, subject to the lien
provided for in Section 7.7, transfer all property held by it as a Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.
A successor Trustee will mail notice of its succession to each Holder.




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




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




          Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.7 will continue for the benefit of the retiring Trustee.




     Section 7.9. Successor Trustee by Merger, etc. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate trust assets to,
another Person, the resulting, surviving or transferee Person will, without any further act, be the
successor Trustee.



          If at the time a successor by merger, conversion or consolidation to the Trustee succeeds to
the trusts created by this Indenture any of the Notes have been authenticated but not delivered,
the successor to the Trustee may adopt the certificate of authentication of the predecessor
Trustee, and deliver the Notes which were authenticated by the predecessor Trustee; and if at that
time any of the Notes have not been authenticated, the successor to the Trustee may authenticate
those Notes either in the name of the predecessor or in its own name as the successor to the
Trustee; and in either case the certificates of authentication will have the full force provided in
this Indenture for certificates of authentication.




     Section 7.10. Eligibility; Disqualification. The Trustee will at all times satisfy
the requirements of TIA Section 310(a). The Trustee will at all times have a combined capital and
surplus of at least $50,000,000 as set forth in its most recently published annual report of
condition, which will be deemed for this paragraph to be its combined capital and surplus. The
Trustee will comply with TIA Section 310(b), including the optional provision permitted by the
second sentence of TIA Section 310(b)(9).



-35-









 





     Section 7.11. Preferential Collection of Claims. The Trustee will comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed will be subject to TIA Section 311(a) to the extent indicated.



ARTICLE VIII.




DISCHARGE OF INDENTURE




     Section 8.1. Termination of the Company’s Obligations. When (1) the Company shall
deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes
which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes
shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not
theretofore canceled or 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, whether at stated
maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or
U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as
applicable (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in
lieu of or in substitution for which other Notes shall have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including the principal amount
and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining
rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of
Holders to receive payments of the principal amount, including interest due with respect to the
Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect
to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and
immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required
by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the
Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the
Notes.



     Section 8.2. Application of Trust Money. Subject to Section 8.4, the Trustee will hold
in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.1. It will
apply the deposited money and the money from the U.S. Government Obligations through the Paying
Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and
interest, if any, on the Notes with regard to which the money or U.S. Government Obligations were
deposited.



     Section 8.3. Officers’ Certificate; Opinion of Counsel. Upon any application or
demand by the Company to the Trustee to take any action under Section 8.1, the Company shall
furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with, and an



-36-









 







Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.



          Each such Officers’ Certificate and Opinion of Counsel provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant pursuant to the
previous paragraph shall comply with the provisions of Section 11.5.




     Section 8.4. Repayment to the Company. The Trustee and the Paying Agent will promptly
pay to the Company upon request any excess money or securities held by them at any time. The
Trustee and the Paying Agent will pay to the Company upon request any money held by them for the
payment of principal, premium or interest that remains unclaimed for two years. After such payment,
all liability of the Trustee and the Paying Agent with respect to that money will cease.



     Section 8.5. Reinstatement. If the Trustee or the Paying Agent is unable to apply
any money in accordance with Section 8.2 by reason of any order or judgment of any court of
governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture shall be revived and reinstated with respect to the
Notes as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or
the Paying Agent is permitted to apply all such money in accordance with Section 8.2, provided,
however, that if the Company makes any payment of principal amount or Redemption Price of or
interest on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.



ARTICLE IX.




MODIFICATION OF THE INDENTURE




     Section 9.1. Without Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Notes without notice to or consent of any Holder:




     (1) to cure any ambiguity, defect or inconsistency;




     (2) to make any change that does not adversely affect the rights of any Holder.




     (3) to comply with Article 5;




     (4) to add to the covenants of the Company further covenants, restrictions or
conditions that the Board of Directors and the Trustee shall consider to be for the benefit
of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions or conditions a Default or an Event
of Default permitting the enforcement of all or any of the several remedies provided in this
Indenture;




     (5) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Notes; or



-37-









 






     (6) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary for this Indenture to comply with the TIA, or under any similar federal
statute hereafter enacted.



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




     Section 9.2. With Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Notes without notice to any Holder but with the written consent of
the Holders of a majority in aggregate principal amount of the Notes then outstanding. The Holders
of a majority in principal amount of the Notes then outstanding may waive compliance by the Company
with any provision of this Indenture or the Notes without notice to any Holder. However, without
the consent of the Holder so affected, no amendment, supplement or waiver, including a waiver
pursuant to Section 6.4, may:




     (1) extend the fixed maturity of any Note or any installment of interest thereon,
reduce the principal amount, interest rate, Redemption Price, or amount due upon
acceleration, impair the right of a Holder to institute suit for the payment thereof, change
the currency in which the Notes are payable;




     (2) reduce the percentage of Notes required to consent to an amendment, supplement or
waiver;




     (3) release any Guarantor except as provided in Article X hereof; or




     (4) make any change in Section 6.4 or 6.8 or the second sentence of this Section.



          It will not be necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, supplement or waiver, but it will be sufficient if the
consent approves the substance of the amendment, supplement or waiver.




     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to
this Indenture or the Notes will comply with the TIA as then in effect.



     SECTION 9.04. Revocation and Effect of Consents. A consent to an amendment,
supplement or waiver by a Holder will bind the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the
consent as to the Holder’s Note or portion of a Note. For a revocation to be effective, the
Trustee must receive notice of the revocation before the date the amendment, supplement or waiver
becomes effective. After an amendment, supplement or waiver becomes effective in accordance with
its terms, it will bind every Holder of every Note.



     SECTION 9.05. Notation on or Exchange of Notes. If an amendment changes the terms of
the Notes, the Trustee may require the Holder of a Note to deliver the



-38-









 







Holder’s Note to the Trustee, who will place an appropriate notation about the amendment, supplement or waiver on the
Note and will return it to the Holder. Alternatively, the Company may, in exchange for the Note,
issue, and the Trustee will authenticate, a new Note that reflects the amendment, supplement or
waiver.



     SECTION 9.06. Trustee to Sign Amendments, etc. The Trustee will sign any amendment,
supplement or waiver authorized pursuant to Article II or this Article IX if the amendment,
supplement or waiver does not adversely affect the rights, liabilities or immunities of the
Trustee. If it does adversely affect those rights, liabilities or immunities, the Trustee may but
need not sign it. The Company may not sign an amendment or supplement until the amendment or
supplement is approved by an appropriate Board Resolution.



ARTICLE X.




GUARANTEE OF NOTES




     Section 10.1. Unconditional Guarantee. Each Guarantor, if any, hereby jointly and
severally, unconditionally and irrevocably guarantees (such guarantee to be referred to herein as a
“Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, that: (a) all amounts due with respect to the Notes shall be duly
and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest, if any, on the
Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee
hereunder or thereunder and all other obligations shall be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or
failing performance of any other obligation of the Company to the Holders under this Indenture or
under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or
cause the performance of, the same immediately. An Event of Default under this Indenture or the
Notes shall constitute an event of default under each Guarantee, and shall entitle the Holders of
Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same
extent as the obligations of the Company.



          Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of
any judgment against the Company, any action to enforce the same, whether or not a Guarantee is
affixed to any particular Note, or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefit
of 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 covenants that its Guarantee shall not be
discharged except by complete performance of the obligations contained in the Notes, this Indenture
and each Guarantee. Each Guarantee is a

-39-









 








guarantee of payment and not of collection. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the
Trustee, on the other hand, (a) subject to this Article X, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of each
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby,
and (b) in the event of any acceleration of such obligations as provided in Article VI hereof,
such obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of each Guarantee.




          No stockholder, officer, director, employee or incorporator, past, present or future, of any
Guarantor, as such, shall have any personal liability under each Guarantee by reason of his, her or
its status as such stockholder, officer, director, employee or incorporator.




          Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a
contribution from each other Guarantor in an amount pro rata, based on the net assets of each
Guarantor, determined in accordance with GAAP.




     Section 10.2. Limitations on Guarantees; Release or Suspension of Particular Guarantors’
Obligations. The obligations of each Guarantor under its Guarantee will be limited to the
maximum amount which, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under this Indenture, will result in the obligations of
such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under federal or state law.



          The Guarantors shall include (i) each of the Guarantors named on the signature pages of this
Indenture and (ii) each of the Company’s Subsidiaries that in the future executes a supplemental
indenture in which such Subsidiary agrees to be bound by the terms hereof as a Guarantor.




          If any Guarantor is released from its guarantee of the outstanding Indebtedness of the Company
or any Restricted Subsidiary, such Guarantor shall be automatically released from its obligations
as Guarantor, and from and after such date, such Guarantor shall cease to constitute a Guarantor.




          The obligations of a Guarantor will be automatically suspended, and such Guarantor shall not
constitute a Guarantor and shall not have any obligations with regard to the Notes during any
period when the principal amount of the Company’s obligations and any Restricted Subsidiary’s
obligations with regard to the Company’s obligations, in each case other than the Notes and other
Indebtedness containing provisions similar to this, that the Guarantor is guaranteeing total less
than $75 million.




     Section 10.3. Execution and Delivery of Guarantee. To further evidence the Guarantee
set forth in Section 10.1, each Guarantor hereby agrees to execute and deliver to the Trustee a
Guarantee in substantially the form of Exhibit F hereto. Such Guarantee shall be executed on
behalf of each Guarantor by either manual or facsimile signature of an officer of each Guarantor,



-40-









 







each of whom, in each case, shall have been duly authorized to so execute by all requisite
corporate action. The validity and enforceability of any Guarantee shall not be affected by the
fact that it is not affixed to any Note or Notes.



          If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which such Guarantee is
endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid
nevertheless.




          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor.




     Section 10.4. Release of a Guarantor due to Extraordinary Events. If no Default
exists or would exist under this Indenture, upon the sale or disposition of all of the Capital
Stock of a Guarantor by the Company or a Subsidiary of the Company, or upon the consolidation or
merger of a Guarantor with or into any Person (in each case, other than to the Company or an
Affiliate of the Company or Subsidiary), or if any Guarantor is dissolved or liquidated, such
Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall be deemed released
from all obligations under this Article X without any further action required on the part of the
Trustee or any Holder.



          The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in
order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed
on the Notes under this Article X.




          Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.




     Section 10.5. Waiver of Subrogation. Until this Indenture is discharged and all of
the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not
to exercise any claim or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of the Company’s obligations
under the Notes or this Indenture and such Guarantor’s obligations under each Guarantee and this
Indenture, in any such instance including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without limitation, the
right to take or receive from the Company, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or other rights. If
any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts
owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document
or instrument delivered under or in connection with such agreements or instruments, shall not have
been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the



-41-









 







Trustee or the Holders and shall forthwith be
paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the
obligations in favor of the Trustee or the Holders, as the case may be, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 10.5 is knowingly made in contemplation of
such benefits.



     Section 10.6. No Set-Off. Each payment to be made by a Guarantor hereunder in respect
of the Obligations shall be payable in the currency or currencies in which such Obligations are
denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind
or nature.



     Section 10.7. Obligations Absolute. The obligations of each Guarantor hereunder are
and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable
by each Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a
Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in
respect thereof.



     Section 10.8. Obligations Continuing. The obligations of each Guarantor hereunder
shall be continuing and shall remain in full force and effect until all the obligations have been
paid and satisfied in full. Each Guarantor agrees with the Trustee that it will from time to time
deliver to the Trustee suitable acknowledgments of its continued liability hereunder and under any
other instrument or instruments in such form as counsel to the Trustee may advise and as will
prevent any action brought against it in respect of any default hereunder being barred by any
statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so
to do, it hereby irrevocably appoints the Trustee the attorney and agent of such Guarantor to make,
execute and deliver such written acknowledgment or acknowledgments or other instruments as may from
time to time become necessary or advisable, in the judgment of the Trustee on the advice of
counsel, to fully maintain and keep in force the liability of such Guarantor hereunder.



     Section 10.9. Obligations Not Reduced. The obligations of each Guarantor hereunder
shall not be satisfied, reduced or discharged except solely by the payment of such principal,
premium, if any, interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article VIII be or become owing or payable under or by virtue of or
otherwise in connection with the Notes or this Indenture.



     Section 10.10. Obligations Reinstated. The obligations of each Guarantor hereunder
shall continue to be effective or shall be reinstated, as the case may be, if at any time any
payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is
rescinded or reclaimed from the Trustee or any of the Holders upon the insolvency, bankruptcy,
liquidation or reorganization of the Company or any Guarantor or otherwise, all as though such
payment had not been made. If demand for, or acceleration of the time for, payment by the Company
is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such
Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable
by each Guarantor as provided herein.



-42-









 





     Section 10.11. Obligations Not Affected. Except as otherwise provided in Sections
10.2 and 10.4, the obligations of each Guarantor hereunder shall not be affected, impaired or
diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or
after any demand for payment hereunder (and whether or not known or consented to by any Guarantor
or any of the Holders) which, but for this provision, might constitute a whole or partial defense
to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any
Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise, including,
without limitation:



     (a) any limitation of status or power, disability, incapacity or other circumstance relating
to the Company or any other person, including any insolvency, bankruptcy, liquidation,
reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or
affecting the Company or any other person;



     (b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness
or other obligation of the Company or any other person under this Indenture, the Notes or any other
document or instrument;



     (c) any failure of the Company, whether or not without fault on its part, to perform or
comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to a
Guarantor;



     (d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or
exercise any right or remedy from or against the Company or any other Person or their respective
assets or the release or discharge of any such right or remedy;



     (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Company or any other Person;



     (f) any change in the time, manner or place of payment of, or in any other term of, any of
the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent
to departure from, any of the Notes or this Indenture, including, without limitation, any increase
or decrease in any amount due with respect to any of the Notes;



     (g) any change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Company or a Guarantor;



     (h) any merger or amalgamation of the Company or a Guarantor with any Person or Persons;



     (i) the occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or court amending,
varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect,
any of the Obligations or the obligations of a Guarantor under its Guarantee; and



-43-









 





     (j) any other circumstance (other than by complete, irrevocable payment) that might otherwise
constitute a legal or equitable discharge or defense of the Company under this Indenture or the
Notes or of a Guarantor in respect of its Guarantee hereunder.



     Section 10.12. Waiver. Without in any way limiting the provisions of Section 10.1
hereof, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any
Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any
Guarantor hereunder, and diligence, presentment, demand for payment on the Company, protest,
notice of dishonor or non-payment of any of the Obligations, or other notice or formalities to
the Company or any Guarantor of any kind whatsoever.



     Section 10.13. No Obligation to Take Action Against the Company. Neither the Trustee
nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to
take any other steps under any security for the Obligations or against the Company or any other
Person or any Property of the Company or any other Person before the Trustee is entitled to demand
payment and performance by any or all Guarantors of their liabilities and obligations under their
Guarantees or under this Indenture.



     Section 10.14. Dealing with the Company and Others. The Holders, without releasing,
discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of
any Guarantor hereunder and without the consent of or notice to any Guarantor, may:



     (a) grant time, renewals, extension, compromises, concessions, waivers, releases, discharges
and other indulgences to the Company or any other Person;



     (b) take or abstain from taking security or collateral from the Company or from perfecting
security or collateral of the Company;



     (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral, mortgages or other
security given by the Company or any third party with respect to the obligations or matters
contemplated by this Indenture or the Notes;



     (d) accept compromises or arrangements from the Company;



     (e) apply all monies at any time received from the Company or from any security upon such
part of the Obligations as the Holders may see fit or change any such application in whole or in
part from time to time as the Holders may see fit; and



     (f) otherwise deal with, or waive or modify their right to deal with, the Company and all
other Persons and any security as the Holders or the Trustee may see fit.



     Section 10.15. Default and Enforcement. If any Guarantor fails to pay in accordance
with Section 10.1 hereof, the Trustee may proceed in its name as trustee hereunder in the
enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and
hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover
from such Guarantor the obligations.



-44-









 





     Section 10.16. Amendment, Etc. No amendment, modification or waiver of any provision
of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any
other Person from any such provision will in any event be effective or effect the obligation of any
other Guarantor unless it is signed by such Guarantor and the Trustee.



     Section 10.17. Acknowledgment. Each Guarantor hereby acknowledges communication of
the terms of this Indenture and the Notes and consents to and approves of the same.



     Section 10.18. Costs and Expenses. Each Guarantor shall pay on demand by the Trustee
any and all costs, fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in
enforcing any of their rights under any Guarantee.



     Section 10.19. No Merger or Waiver; Cumulative Remedies. No Guarantee shall operate
by way of merger of any of the obligations of a Guarantor under any other agreement, including,
without limitation, this Indenture. No failure to exercise and no delay in exercising, on the part
of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under the Notes,
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder or under this Indenture or the Notes preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges in the Guarantee and under this Indenture, the Notes and any other
document or instrument between a Guarantor and/or the Company and the Trustee are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.



     Section 10.20. Survival of Obligations. Without prejudice to the survival of any of
the other obligations of each Guarantor hereunder, the obligations of each Guarantor under Section
10.1 shall survive the payment in full of the Obligations and shall be enforceable against such
Guarantor without regard to and without giving effect to any defense, right of offset or
counterclaim available to or which may be asserted by the Company or any Guarantor.



     Section 10.21. Guarantee in Addition to Other Obligations. The obligations of each
Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any
other obligations to the Trustee or to any of the Holders in relation to this Indenture or the
Notes and any guarantees or security at any time held by or for the benefit of any of them.



     Section 10.22. Severability. Any provision of this Article X which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction unless its removal would substantially defeat the basic
intent, spirit and purpose of this Indenture and this Article X.



     Section 10.23. Successors and Assigns. Each Guarantee shall be binding upon and inure
to the benefit of each Guarantor and the Trustee and the other Holders and their respective
successors and permitted assigns, except that no Guarantor may assign any of its obligations
hereunder or thereunder.



     Section 10.24. Acknowledgement under TIA. Each Guarantor acknowledges that, by virtue
of its Guarantee, it is becoming an “obligor” on indenture securities under the TIA.



-45-









 





ARTICLE XI.




MISCELLANEOUS




     Section 11.1. TIA Controls.



          If any provision of this Indenture limits, qualifies, or conflicts with another provision
which is required to be included in this Indenture by the TIA, the required provision shall
control; provided, however, that this Section 11.1 shall not of itself require that this Indenture
or the Trustee be qualified under the TIA or constitute any admission or acknowledgment by any
party hereto that any such qualification is required prior to the time this Indenture and the
Trustee are required by the TIA to be so qualified.




     Section 11.2. Notices.



          Any notices or other communications required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, by telex, by telecopier or overnight courier
guaranteeing next-day delivery or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:



if to the Company:



Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attn: General Counsel



if to the Trustee:



J.P. Morgan Trust Company, N.A.

10151 Deerwood Park Blvd.

Building 400, 5th Floor

Jacksonville, Florida 32256



with a copy to:



J.P. Morgan

Institutional Trust Services

GIS Unit Trust Window

4 New York Plaza, 1st Floor

New York, New York 10004




          Each of the Company and the Trustee by written notice to the other may designate additional or
different addresses for notices to such Person. Any notice or communication to the Company or the
Trustee shall be deemed to have been given or made as of the date so delivered if hand delivered;
when answered back, if telexed; when receipt is acknowledged, if faxed; and five (5) calendar days
after mailing if sent by registered or certified mail, postage prepaid (except

-46-









 








that a notice of
change of address shall not be deemed to have been given until actually received by the addressee).




          Any notice or communication mailed to a Holder shall be mailed by first class mail, certified
or registered return receipt requested, or by overnight courier guaranteeing next day delivery to
its address as it appears on the registration books of the Registrar. Any notice or
communication shall be mailed to any Person as described in TIA § 313(c), to the extent
required by the TIA.




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




     Section 11.3. Communications by Holders with Other Holders.



          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other
Person shall have the protection of TIA § 312(c).




     Section 11.4. Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:





	 	(1)	 	an Officers’ Certificate, in form and substance
satisfactory to the Trustee, stating that, in the opinion of the
signers, all conditions precedent to be performed, if any, provided for
in this Indenture relating to the proposed action have been complied
with; and
	 
	 	(2)	 	an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent to be performed,
if any, provided for in this Indenture relating to the proposed action
have been complied with (which counsel, as to factual matters, may rely
on an Officers’ Certificate).





     Section 11.5. Statements Required in Certificate or Opinion.



          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture, other than the Officers’ Certificate required by Section 4.4, 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;




-47-









 






	 	(3)	 	a statement that, in the opinion of such
Person, he has made such examination or investigation as is reasonably
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.





     Section 11.6. Rules by Trustee, Paying Agent, Registrar.



          The Trustee may make reasonable rules in accordance with the Trustee’s customary practices for
action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for
its functions.




     Section 11.7. Legal Holidays.



          If any payment date is due on a day other than a Business Day, such payment may be made on the
next succeeding Business Day, and no interest shall accrue for the intervening period.




     Section 11.8. Governing Law.



          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS OF ANY OTHER
JURISDICTION. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the
State of New York sitting in the County of New York, or of the United States of America for the
Southern District of New York in any action or proceeding arising out of or relating to this
Indenture.




     Section 11.9. No Adverse Interpretation of Other Agreements.



          This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.




     Section 11.10. No Personal Liability.



          No director, officer, employee or stockholder of the Company, as such, shall have any
liability for any obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.




     Section 11.11. Successors. All agreements of the Company in this Indenture and the
Notes shall bind their successors and permitted assigns. All agreements of the Trustee in this
Indenture shall bind its successors and permitted assigns.



-48-









 





     Section 11.12. Duplicate Originals. All parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together shall represent the
same agreement.



     Section 11.13. Severability. In case any one or more of the provisions in this
Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions shall not in any way be affected or impaired thereby, it being intended
that all of the provisions hereof shall be enforceable to the full extent permitted by law.




-49-










 






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



	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	/s/
Diane Bessette 	 
	 	 	Name:  	Diane Bessette 	 
	 	 	Title:  	Vice President and Controller 	 
	 



	 	 	 	 	 
	 	Authorized signatory for each of the Guarantors listed on Schedule I hereto

 	 
	 	By:  	/s/
Mark Sustana 	 
	 	 	Name:  	Mark Sustana 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY, N.A.

 	 
	 	By:  	/s/
Francine Springer 	 
	 	 	Name:  	Francine Springer 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Indenture]






 









 








EXHIBIT A




[FORM OF SERIES A NOTE]





     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER OR ANY
SUBSIDIARY OF THE ISSUER, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT), (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE U.S., AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.




[THE FOREGOING LEGEND MAY BE REMOVED FROM THE SECURITY ON SATISFACTION OF THE CONDITIONS
SPECIFIED IN THE INDENTURE.]



A-1









 





     CUSIP No.: 526057AQ7



LENNAR CORPORATION




5.125% SENIOR NOTES DUE 2010, SERIES A




			
	No.
	 	$                    






     Interest Rate: 5.125% per annum.



     Interest Payment Dates: April 1 and October 1, commencing April 1, 2006



     Record Dates: March 15 and September 15



     Lennar Corporation, a Delaware corporation (the “Company,” which term includes any successor
entities), for value received, promises to pay to            or registered assigns, on October 1,
2010, the principal amount of                               Dollars ($                    ), together with
interest thereon as hereinafter provided.



     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.



A-2









 





     IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be signed manually
or by facsimile by its duly authorized officer.



	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in

the within-mentioned Indenture.




J.P. MORGAN TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A-3









 








(REVERSE OF SECURITY)




5.125% Senior Note due 2010, Series A




     Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Indenture, dated as of September 15, 2005 (the “Indenture”), and as amended from time
to time, by and between Lennar Corporation, a Delaware corporation (the “Company”), the Guarantors
named therein and J.P. Morgan Trust Company, N.A. as trustee (the “Trustee”).



1. INTEREST




     The Company promises to pay interest on the principal amount of this Note at the rate per
annum above. Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the Issue Date. The Company shall pay interest
semi-annually in arrears on each Interest Payment Date, commencing as of the Interest Payment Date
referred to above and upon redemption. Interest will be computed on the basis of a 360-day year of
twelve 30-day months and, in the case of a partial month, the actual number of days elapsed.



     The Company shall pay interest on overdue principal and, to the extent lawful, on overdue
installments of interest (without regard to any applicable grace periods) from time to time on
demand at the rate borne by the Notes.



2. METHOD OF PAYMENT




     Subject to the terms and conditions of the Indenture, the Company shall (a) pay interest on
the Notes (except defaulted interest) to the Persons who are the registered Holders of Notes at the
close of business on the Record Date immediately preceding the Interest Payment Date even if the
Notes are canceled, transferred or exchanged after such Record Date, and (b) make all other
payments in respect of the Notes to the Persons who are registered Holders of Notes at the close of
business on the Business Day preceding the Redemption Date or Maturity, as the case may be.
Holders must surrender Notes to a Paying Agent to collect such payments in respect of the Notes
referred to in clause (b) of the preceding sentence. The Company shall pay cash amounts in money
of the United States that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make the cash payments by check payable in such money.



3. PAYING AGENT, AND REGISTRAR




     Initially, J.P. Morgan Trust Company, N.A., a national banking association (the “Trustee”),
shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-registrar.



4. INDENTURE





A-1









 








     The Company issued the Notes under the Indenture. This Note is one of a duly authorized issue
of Notes of the Company designated as its 5.125% Senior Notes due 2010, Series A (the “Initial
Notes”). The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement. The Initial Notes, the Private Exchange Notes and the Unrestricted Notes are
treated as a single class of securities under the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to
the Indenture and the TIA for a statement of such terms. The Notes are general unsecured
obligations of the Company. Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to time in accordance
with its terms.



5. REDEMPTION AT THE OPTION OF THE COMPANY




     No sinking fund is provided for the Notes. The Notes are redeemable as a whole, or from time
to time in part, at any time at the option of the Company at a Redemption Price equal to the
greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining
Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption
Date, on a semiannual basis, at the Treasury Rate plus 20 basis points (0.20%), together, in either
case, with accrued interest to the Redemption Date on their principal amount.



6. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY




     Notice of redemption at the option of the Company shall be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the Holder’s
registered address. If money sufficient to pay the Redemption Price of all Notes (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on
the Redemption Date, interest ceases to accrue on such Notes or portions thereof on and after such
date. Notes in denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000.



7. REGISTRATION RIGHTS




     Pursuant to the Registration Rights Agreement the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note
for the Company’s 5.125% Senior Notes due 2010, Series B (the “Unrestricted Notes”), which will be
registered under the Securities Act, in like principal amount and having terms identical in all
material respects as the Initial Notes. The Holders of the Initial Notes shall be entitled to
receive certain additional interest payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.



A-2









 





8. DENOMINATIONS; TRANSFER; EXCHANGE




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



9. PERSONS DEEMED OWNERS




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



10. UNCLAIMED MONEY OR PROPERTY




     The Trustee and the Paying Agent shall return to the Company upon written request any money or
property held by them for the payment of any amount with respect to the Notes that remains
unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being
required to make any such return, shall at the expense of the Company cause to be published once in
a newspaper of general circulation in The City of New York or mail to each such Holder notice that
such money or property remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication or mailing, any unclaimed money or property
then remaining shall be returned to the Company. After return to the Company, Holders entitled to
the money or property must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person.



11. AMENDMENT; WAIVER




     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended with the written consent of the Holders of at least a majority in aggregate principal
amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain
provisions may be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to make any change that does
not adversely affect the right of any Holder, to convey, transfer, assign, mortgage or pledge to
the Trustee as security for the Notes any property or assets, to evidence the succession of another
corporation to the Company (or successive successions) and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company, to add to the covenants of
the Company such further covenants, restrictions or conditions as the Board of Directors and the
Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence,
or the occurrence and continuance, of a default in any such additional covenants, restrictions or
conditions a Default or an Event of Default



A-3









 





permitting the enforcement of all or any of the several remedies provided in the Indenture, to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Notes, or to modify, eliminate or add to the provisions of the Indenture to such
extent as shall be necessary for the Indenture to comply with the TIA, or under any similar federal
statute hereafter enacted.




12. DEFAULTS AND REMEDIES




     Under the Indenture, Events of Default include (i) a default by the Company in the payment of
any interest which continues for more than 30 days after the due date, (ii) a default by the
Company in the payment of any principal or Redemption Price due with respect to the Notes; (iii) a
default by the Company or any Restricted Subsidiary with respect to its obligation to pay
Indebtedness for borrowed money (other than Non-Recourse Indebtedness), which default shall have
resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating
more than $50 million; (iv) a failure to perform any other covenant or warranty of the Company
herein and in the Indenture, which continues for 30 days after written notice; (v) final judgments
or orders are rendered against the Company or any Restricted Subsidiary which require the payment
by the Company or any Restricted Subsidiary of an amount (to the extent not covered by insurance)
in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than
60 days and are not being contested in good faith by appropriate proceedings; (vi) the Company or
any Restricted Subsidiary, pursuant to any Bankruptcy Law applicable to the Company or such
Restricted Subsidiary: (A) commences a voluntary case; (B) consents to the entry of an order for
relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or
for any substantial part of its property; or (D) makes a general assignment for the benefit of its
creditors; or (vii) a court of competent jurisdiction enters an order or decree under any
applicable Bankruptcy Law: (A) for relief in an involuntary case against the Company or any
Restricted Subsidiary; (B) appointing a Custodian of the Company or any Restricted Subsidiary or
for any substantial part of its respective property; or (C) ordering the winding up or liquidation
of the Company or any Restricted Security; and the order or decree remains unstayed and in effect
for 90 days. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at
least 25% in aggregate principal amount of the Notes at the time outstanding, may declare the
outstanding principal of the Notes and any accrued and unpaid interest through the date of such
declaration on all of the Notes to be immediately due and payable. Certain events of bankruptcy or
insolvency are Events of Default which shall result in the outstanding principal amount of all
Notes being declared due and payable immediately upon the occurrence of such Events of Default.



     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture and the Notes unless it receives reasonable indemnity
or security. Subject to certain limitations, conditions and exceptions, Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its
exercise of any trust or power, including the annulment of a declaration of acceleration. The
Trustee may withhold from Holders notice of any continuing default (except a default in payment of
amounts specified in clauses (i) and (ii) above) if it determines that withholding notice is in
their interests.



13. TRUSTEE DEALINGS WITH THE COMPANY




A-4









 





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



14. NO RECOURSE AGAINST OTHERS




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



15. GUARANTEES




     This Note will be entitled to the benefits of certain Guarantees, if any, made for the benefit
of the Holders. Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and
the Holders.



16. RANKING




     The Notes shall be direct, unsecured obligations of the Company and shall rank pari passu in
right of payment with all other unsecured and unsubordinated indebtedness of the Company. The
Guarantees shall be direct, unsecured obligations of the Guarantors and shall rank pari passu in
right of payment with all other unsecured and unsubordinated indebtedness of the Guarantors.



17. AUTHENTICATION




     This Note shall not be valid until an authorized officer of the Trustee manually signs the
Trustee’s Certificate of Authentication on the other side of this Note.



18. ABBREVIATIONS




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



19. GOVERNING LAW




     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.



A-5









 





     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture which has in it the text of this Note in larger type. Requests may be made to:




Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attn: Chief Financial Officer



A-6









 





ASSIGNMENT FORM




     If you, the Holder, want to assign this Note, fill in the form below and have your signature
guaranteed:



     I or we assign and transfer this Note to:




                                                                                                                        

                                                                                                                        

                                                                                                                        

(Print or type name, address and zip code and social security or tax ID number of assignee)



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



Dated:                                         




	 	 	 
	 

	 	Signed:                                                             
	 

	 	(Sign exactly as your name appears
on the other side of this Note)






Signature Guarantee: ________________________




     Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank,
stockbroker, savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934.



     In connection with any transfer of this Note occurring prior to the date which is the earlier
of (i) the date of the declaration by the SEC of the effectiveness of a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note
(which effectiveness shall not have been suspended or terminated at the date of the transfer) and
(ii) the second anniversary of the Issue Date (provided, however, that neither the Company nor any
affiliate of the Company has held any beneficial interest in such Note, or portion thereof, or any
predecessor security at any time on or prior to the second anniversary of the Issue Date), the
undersigned confirms that it has not utilized any general solicitation or general advertising in
connection with the transfer:



[Check One]




	 	 	 
	(1)___

	 	to the Company or a Subsidiary thereof; or
	 
	 	 
	(2)___

	 	pursuant to and in compliance with Rule 144A under the Securities Act; or






A-7









 






	 	 	 
	(3) ___

	 	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) that has furnished to the Trustee a signed letter containing certain
representations and agreements (the form of which letter can be obtained from the Trustee); or
	 
	 	 
	(4) ___

	 	outside the United States to a “foreign person” in compliance with Rule 904 of Regulation
S under the Securities Act; or
	 
	 	 
	(5) ___

	 	pursuant to the exemption from registration provided by Rule 144 under the Securities
Act; or
	 
	 	 
	(6) ___

	 	pursuant to an effective registration statement under the Securities Act; or
	 
	 	 
	(7) ___

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






     and unless the box below is checked, the undersigned confirms that such Note is not being
transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an
“Affiliate”):




o The transferee is an Affiliate of the Company.



     Unless one of the items is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered Holder thereof;
provided, however, that if item (3), (4), (5) or (7) is checked, the Company or the Trustee may
require, prior to registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the case of box (3) or
(4) and other information as the Trustee or the Company have reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.



     If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 2.17 of the
Indenture shall have been satisfied.



	 	 	 
	Dated:                                                             

	 	Signed:                                                                                 
	 

	 	(Sign exactly as your name appears
on the other side of this Note)






Signature Guarantee:                                                                                                     




     TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED



     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the



A-8









 





Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.




	 	 	 
	Dated:                                                            

	 	                                                                                                    






	 	 	 	 	 
	 

	 	NOTICE:
	 	To be executed by an executive officer







A-9









 








EXHIBIT B




CUSIP No.: 526057AR5




LENNAR CORPORATION




5.125% SENIOR NOTES DUE 2010




SERIES B




			
	No.
	 	$                    






     Interest Rate: 5.125% per annum.



     Interest Payment Dates: April 1 and October 1, commencing April 1, 2006



     Record Dates: March 15 and September 15



     Lennar Corporation, a Delaware corporation (the “Company,” which term includes any successor
entities), for value received, promises to pay to            or registered assigns, on October
1, 2010, the principal amount of                              Dollars ($                    ), together
with interest thereon as hereinafter provided.



     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.



B-1









 





     IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be signed manually or by
facsimile by its duly authorized officers.



	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                                             




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Notes described in
the
 within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






B-2









 






(REVERSE OF SECURITY)




5.125% Senior Note due 2010, Series B




     Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Indenture, dated as of September 15, 2005 (the “Indenture”), and as amended from time
to time, by and between Lennar Corporation, a Delaware corporation (the “Company”), the Guarantors
named therein and J.P. Morgan Trust Company, N.A. as trustee (the “Trustee”).



1. INTEREST




     The Company promises to pay interest on the principal amount of this Note at the rate per
annum above. Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the Issue Date. The Company shall pay interest
semi-annually in arrears on each Interest Payment Date, commencing as of the Interest Payment Date
referred to above and upon redemption. Interest will be computed on the basis of a 360-day year of
twelve 30-day months and, in the case of a partial month, the actual number of days elapsed.



     The Company shall pay interest on overdue principal and, to the extent lawful, on overdue
installments of interest (without regard to any applicable grace periods) from time to time on
demand at the rate borne by the Notes.



2. METHOD OF PAYMENT




     Subject to the terms and conditions of the Indenture, the Company shall (a) pay interest on
the Notes (except defaulted interest) to the Persons who are the registered Holders of Notes at the
close of business on the Record Date immediately preceding the Interest Payment Date even if the
Notes are canceled transferred or exchanged after such Record Date, and (b) make all other payments
in respect of the Notes to the Persons who are registered Holders of Notes at the close of business
on the Business Day preceding the Redemption Date or Maturity, as the case may be. Holders must
surrender Notes to a Paying Agent to collect such payments in respect of the Notes referred to in
clause (b) of the preceding sentence. The Company shall pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and private debts.
However, the Company may make the cash payments by check payable in such money.



3. PAYING AGENT, AND REGISTRAR




     Initially, J.P. Morgan Trust Company, N.A., a national banking association (the “Trustee”),
shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-registrar.



4. INDENTURE




B-3









 





     The Company issued the Notes under the Indenture. This Note is one of a duly authorized issue
of Notes of the Company designated as its 5.125% Senior Notes due 2010, Series B (the “Unrestricted
Notes”). The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes, issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The
Initial Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a single class
of securities under the Indenture. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”),
as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the
Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA
for a statement of such terms. The Notes are general unsecured obligations of the Company. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the
Indenture, as the same may be amended from time to time in accordance with its terms.



5. REDEMPTION AT THE OPTION OF THE COMPANY




     No sinking fund is provided for the Notes. The Notes are redeemable as a whole, or from time
to time in part, at any time at the option of the Company at a Redemption Price equal to the
greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining
Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption
Date, on a semiannual basis, at the Treasury Rate plus 20 basis points (0.20%), together, in either
case, with accrued interest to the Redemption Date on their principal amount.



6. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY




     Notice of redemption at the option of the Company shall be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the Holder’s
registered address. If money sufficient to pay the Redemption Price of all Notes (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on
the Redemption Date, interest ceases to accrue on such Notes or portions thereof on and after such
date. Notes in denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000.



7. DENOMINATIONS; TRANSFER; EXCHANGE




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



8. PERSONS DEEMED OWNERS




B-4









 





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



9. UNCLAIMED MONEY OR PROPERTY




     The Trustee and the Paying Agent shall return to the Company upon written request any money or
property held by them for the payment of any amount with respect to the Notes that remains
unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being
required to make any such return, shall at the expense of the Company cause to be published once in
a newspaper of general circulation in The City of New York or mail to each such Holder notice that
such money or property remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication or mailing, any unclaimed money or property
then remaining shall be returned to the Company. After return to the Company, Holders entitled to
the money or property must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person.



10. AMENDMENT; WAIVER




     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended with the written consent of the Holders of at least a majority in aggregate principal
amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain
provisions may be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to make any change that does
not adversely affect the right of any Holder, to convey, transfer, assign, mortgage or pledge to
the Trustee as security for the Notes any property or assets, to evidence the succession of another
corporation to the Company (or successive successions) and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company, to add to the covenants of
the Company such further covenants, restrictions or conditions as the Board of Directors and the
Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence,
or the occurrence and continuance, of a default in any such additional covenants, restrictions or
conditions a Default or an Event of Default permitting the enforcement of all or any of the several
remedies provided in the Indenture, to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes, or to modify, eliminate or add to the
provisions of the Indenture to such extent as shall be necessary for the Indenture to comply with
the TIA, or under any similar federal statute hereafter enacted.



11. DEFAULTS AND REMEDIES




     Under the Indenture, Events of Default include (i) a default by the Company in the payment of
any interest which continues for more than 30 days after the due date, (ii) a default by the
Company in the payment of any principal or Redemption Price due with respect to the Notes; (iii) a
default by the Company or any Restricted Subsidiary with respect to its obligation to pay
Indebtedness for borrowed money (other than Non-Recourse Indebtedness),



B-5









 





which default shall have resulted in the acceleration of, or be a failure to pay at final
maturity, Indebtedness aggregating more than $50 million; (iv) a failure to perform any other
covenant or warranty of the Company herein and in the Indenture, which continues for 30 days after
written notice; (v) final judgments or orders are rendered against the Company or any Restricted
Subsidiary which require the payment by the Company or any Restricted Subsidiary of an amount (to
the extent not covered by insurance) in excess of $50 million and such judgments or orders remain
unstayed or unsatisfied for more than 60 days and are not being contested in good faith by
appropriate proceedings; (vi) the Company or any Restricted Subsidiary, pursuant to any Bankruptcy
Law applicable to the Company or such Restricted Subsidiary: (A) commences a voluntary case; (B)
consents to the entry of an order for relief against it in an involuntary case; (C) consents to the
appointment of a Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; or (vii) a court of competent jurisdiction
enters an order or decree under any applicable Bankruptcy Law: (A) for relief in an involuntary
case against the Company or any Restricted Subsidiary; (B) appointing a Custodian of the Company or
any Restricted Subsidiary or for any substantial part of its respective property; or (C) ordering
the winding up or liquidation of the Company or any Restricted Security; and the order or decree
remains unstayed and in effect for 90 days. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare the outstanding principal of the Notes and any accrued and unpaid interest
through the date of such declaration on all of the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency are Events of Default which shall result in the
outstanding principal amount of all Notes being declared due and payable immediately upon the
occurrence of such Events of Default.




     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture and the Notes unless it receives reasonable indemnity
or security. Subject to certain limitations, conditions and exceptions, Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its
exercise of any trust or power, including the annulment of a declaration of acceleration. The
Trustee may withhold from Holders notice of any continuing default (except a default in payment of
amounts specified in clauses (i) and (ii) above) if it determines that withholding notice is in
their interests.



12. TRUSTEE DEALINGS WITH THE COMPANY




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



13. NO RECOURSE AGAINST OTHERS




     A director, officer, or employee, as such, of the Company or any Subsidiary, the Indenture or
any stockholder, as such, of the Company shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Note, each Holder



B-6









 





waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Notes.




14. GUARANTEES




     This Note will be entitled to the benefits of certain Guarantees, if any, made for the benefit
of the Holders. Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and
the Holders.



15. RANKING




     The Notes shall be direct, unsecured obligations of the Company and shall rank pari passu in
right of payment with all other unsecured and unsubordinated indebtedness of the Company. The
Guarantees shall be direct, unsecured obligations of the Guarantors and shall rank pari passu in
right of payment with all other unsecured and unsubordinated indebtedness of the Guarantors.



16. AUTHENTICATION




     This Note shall not be valid until an authorized officer of the Trustee manually signs the
Trustee’s Certificate of Authentication on the other side of this Note.



17. ABBREVIATIONS




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



18. GOVERNING LAW




     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.



     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture which has in it the text of this Note in larger type. Requests may be made to:




Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attn: Chief Financial Officer




B-7










 






ASSIGNMENT FORM




          If you, the Holder, want to assign this Note, fill in the form below and have your signature
guaranteed:




          I or we assign and transfer this Note to:




                                                                                                                                  




                                                                                                                                  




                                                                                                                                  




          (Print or type name, address and zip code and social security or tax ID number of assignee)



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




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	Signed:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears	 	 
	 	 	 	 	 	 	on the other side of this Note)	 	 






Signature Guarantee: ______________________




          Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank,
stockbroker, savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934.





B-8









 






EXHIBIT F




GUARANTEE




          For value received, the undersigned each hereby unconditionally guarantees, as principal
obligor and not only as a surety, to the Holders of the Notes the cash payments in United States
Dollars of any amounts due with respect to the Notes in the amounts and at the times when due and
interest on all overdue amounts, if lawful, and the payment or performance of all other obligations
of the Company under the Indenture (as defined below) or the Notes, to the Holders of the Notes and
the Trustee (as defined below), all in accordance with and subject to the terms and limitations of
the Notes, Article X of the Indenture and this Guarantee. This Guarantee will become effective in
accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity
and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to
any particular Note.




          Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Indenture, dated as of September 15, 2005, among Lennar Corporation, a Delaware corporation, the
Guarantors named therein and J.P. Morgan Trust Company, N.A., as trustee (the “Trustee”), as
amended or supplemented (the “Indenture”).




          The obligations of each of the undersigned to the Holders of Notes and to the Trustee pursuant
to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and
reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the
other provisions of the Indenture to which this Guarantee relates.




          THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS OF ANY OTHER
JURISDICTION. Each of the Guarantors hereto agrees to submit to the jurisdiction of the courts of
the State of New York sitting in the County of New York, or of the United States of America for the
Southern District of New York in any action or proceeding arising out of or relating to this
Guarantee.




          This Guarantee is subject to release upon the terms set forth in the Indenture.




          The undersigned acknowledges that this Guarantee is subject to the TIA and each of the
undersigned agrees to discharge its duties under the TIA.




F-1









 








          IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly executed.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[GUARANTOR],
	 

	 	 	 	 	 	 	 	as Guarantor
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 

	 	 	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Title:







F-2