FORM OF INDENTURE



 



Exhibit 4.6










THE GEO GROUP, INC.,


ISSUER


AND


THE BANK OF NEW YORK,


TRUSTEE










Indenture


Dated as of _______, 200_


DEBT SECURITIES










 






 









TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	ARTICLE ONE	 	
DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 	 	 	 	 	 	 
	Section 1.01	 	
Definitions
	 	 	1	 
	Section 1.02	 	
Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	Section 1.03	 	
Rules of Construction
	 	 	7	 
	 	 	 	 	 	 	 
	ARTICLE TWO	 	
ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	 	 	7	 
	 	 	 	 	 	 	 
	Section 2.01	 	
Designation And Terms Of Securities
	 	 	7	 
	Section 2.02	 	
Form of Securities and Trustee’s Certificate
	 	 	10	 
	Section 2.03	 	
Denominations: Provisions For Payment
	 	 	10	 
	Section 2.04	 	
Execution and Authentication
	 	 	12	 
	Section 2.05	 	
Transfer and Exchange
	 	 	12	 
	Section 2.06	 	
Temporary Securities
	 	 	13	 
	Section 2.07	 	
Mutilated, Destroyed, Lost Or Stolen Securities
	 	 	14	 
	Section 2.08	 	
Cancellation
	 	 	15	 
	Section 2.09	 	
Benefits Of Indenture
	 	 	15	 
	Section 2.10	 	
Authenticating Agent
	 	 	15	 
	Section 2.11	 	
Global Securities
	 	 	16	 
	 	 	 	 	 	 	 
	ARTICLE THREE	 	
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	 	 	17	 
	 	 	 	 	 	 	 
	Section 3.01	 	
Redemption
	 	 	17	 
	Section 3.02	 	
Notice Of Redemption
	 	 	17	 
	Section 3.03	 	
Selection of Securities to be Redeemed
	 	 	18	 
	Section 3.04	 	
Effect of Notice of Redemption
	 	 	18	 
	Section 3.05	 	
Payment Upon Redemption
	 	 	18	 
	Section 3.06	 	
Sinking Fund
	 	 	19	 
	Section 3.07	 	
Satisfaction Of Sinking Fund Payments With Securities
	 	 	19	 
	Section 3.08	 	
Redemption Of Securities For Sinking Fund
	 	 	19	 
	 	 	 	 	 	 	 
	ARTICLE FOUR	 	
COVENANTS
	 	 	20	 
	 	 	 	 	 	 	 
	Section 4.01	 	
Payment Of Principal, Premium And Interest
	 	 	20	 
	Section 4.02	 	
Maintenance of Office or Agency
	 	 	20	 
	Section 4.03	 	
Paying Agents
	 	 	20	 
	Section 4.04	 	
Holder Lists
	 	 	21	 
	Section 4.05	 	
Compliance Certificates
	 	 	21	 
	Section 4.06	 	
Reports By The Company
	 	 	22	 



i






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	 	 	 	 	 	 	 
	ARTICLE FIVE	 	
SUCCESSOR ENTITY
	 	 	22	 
	 	 	 	 	 	 	 
	Section 5.01	 	
Company May Consolidate, Etc.
	 	 	22	 
	Section 5.02	 	
Successor Entity Substituted
	 	 	22	 
	Section 5.03	 	
Evidence of Consolidation, Etc to Trustee
	 	 	23	 
	 	 	 	 	 	 	 
	ARTICLE SIX	 	
DEFAULTS AND REMEDIES
	 	 	23	 
	 	 	 	 	 	 	 
	Section 6.01	 	
Events of Default
	 	 	23	 
	Section 6.02	 	
Acceleration
	 	 	24	 
	Section 6.03	 	
Collection of Indebtedness and Suits For Enforcement by Trustee
	 	 	25	 
	Section 6.04	 	
Application Of Moneys Collected
	 	 	26	 
	Section 6.05	 	
Waiver of Past Defaults
	 	 	26	 
	Section 6.06	 	
Control by Majority
	 	 	27	 
	Section 6.07	 	
Limitation On Suits
	 	 	27	 
	Section 6.08	 	
Rights of Holders of Securities to Receive Payment
	 	 	28	 
	Section 6.09	 	
Undertaking for Costs
	 	 	28	 
	 	 	 	 	 	 	 
	ARTICLE SEVEN	 	
TRUSTEE
	 	 	29	 
	 	 	 	 	 	 	 
	Section 7.01	 	
Certain Duties And Responsibilities Of Trustee
	 	 	29	 
	Section 7.02	 	
Certain Rights of Trustee
	 	 	30	 
	Section 7.03	 	
Individual Rights of Trustee
	 	 	31	 
	Section 7.04	 	
Trustee Not Responsible For Recitals Or Issuance Or Securities
	 	 	31	 
	Section 7.05	 	
May Hold Securities
	 	 	32	 
	Section 7.06	 	
Moneys Held In Trust
	 	 	32	 
	Section 7.07	 	
Notice Of Default
	 	 	32	 
	Section 7.08	 	
Reports By The Trustee
	 	 	32	 
	Section 7.09	 	
Reliance On Officers’ Certificate
	 	 	32	 
	Section 7.10	 	
Preservation Of Information; Communications With Holders
	 	 	33	 
	Section 7.11	 	
Preferential Collection of Claims Against Company
	 	 	33	 
	Section 7.12	 	
Corporate Trustee Required; Eligibility; Disqualification; Conflicting Interests
	 	 	33	 
	Section 7.13	 	
Compensation And Reimbursement
	 	 	33	 
	Section 7.14	 	
Resignation And Removal; Appointment Of Successor
	 	 	34	 
	Section 7.15	 	
Acceptance Of Appointment By Successor
	 	 	35	 
	Section 7.16	 	
Merger, Conversion, Consolidation Or Succession To Business
	 	 	36	 
	 	 	 	 	 	 	 
	ARTICLE EIGHT	 	
DEFEASANCE AND COVENANT DEFEASANCE
	 	 	37	 
	 	 	 	 	 	 	 
	Section 8.01	 	
Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	37	 
	Section 8.02	 	
Legal Defeasance and Discharge
	 	 	37	 
	Section 8.03	 	
Covenant Defeasance
	 	 	37	 
	Section 8.04	 	
Conditions to Legal or Covenant Defeasance
	 	 	38	 
	Section 8.05	 	
Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	39	 
	Section 8.06	 	
Repayment to the Company
	 	 	40	 



ii






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	Section 8.07	 	
Reinstatement
	 	 	40	 
	 	 	 	 	 	 	 
	ARTICLE NINE	 	
AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	40	 
	 	 	 	 	 	 	 
	Section 9.01	 	
Without Consent of Holders of Securities
	 	 	40	 
	Section 9.02	 	
With Consent of Holders of Securities
	 	 	41	 
	Section 9.03	 	
Compliance with Trust Indenture Act
	 	 	43	 
	Section 9.04	 	
Revocation and Effect of Consents
	 	 	43	 
	Section 9.05	 	
Notation on or Exchange of Securities
	 	 	43	 
	Section 9.06	 	
Trustee to Sign Amendments, Etc.
	 	 	44	 
	 	 	 	 	 	 	 
	ARTICLE TEN	 	
SATISFACTION AND DISCHARGE
	 	 	44	 
	 	 	 	 	 	 	 
	Section 10.01	 	
Satisfaction and Discharge
	 	 	44	 
	Section 10.02	 	
Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions
	 	 	45	 
	Section 10.03	 	
Repayment to the Company
	 	 	45	 
	 	 	 	 	 	 	 
	ARTICLE ELEVEN	 	
MISCELLANEOUS
	 	 	45	 
	 	 	 	 	 	 	 
	Section 11.01	 	
Trust Indenture Act Controls
	 	 	45	 
	Section 11.02	 	
Notices
	 	 	45	 
	Section 11.03	 	
Communication by Holders of Securities with Other Holders of Securities
	 	 	47	 
	Section 11.04	 	
Certificate and Opinion as to Conditions Precedent
	 	 	47	 
	Section 11.05	 	
Statements Required in Certificate or Opinion
	 	 	47	 
	Section 11.06	 	
Rules by Trustee and Agents
	 	 	48	 
	Section 11.07	 	
No Personal Liability of Directors, Officers, Employees and Shareholders
	 	 	48	 
	Section 11.08	 	
Governing Law
	 	 	48	 
	Section 11.09	 	
Consent to Jurisdiction
	 	 	48	 
	Section 11.10	 	
No Adverse Interpretation of Other Agreements
	 	 	49	 
	Section 11.11	 	
Successors and Assigns
	 	 	49	 
	Section 11.12	 	
Severability
	 	 	49	 
	Section 11.13	 	
Counterpart Originals
	 	 	49	 
	Section 11.14	 	
Acts of Holders
	 	 	49	 
	Section 11.15	 	
Benefit of Indenture
	 	 	50	 
	Section 11.16	 	
Table of Contents, Headings, Etc.
	 	 	51	 
	Section 11.17	 	
Waiver of Jury Trial
	 	 	51	 



iii






 



INDENTURE


     INDENTURE, dated as of      , 200     , among THE GEO GROUP, INC.,
a Florida corporation (the “Company”), the guarantors listed on Schedule 1
hereto (herein called the “Guarantors”) and THE BANK OF NEW YORK, as trustee
(the “Trustee”):


     WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of debt securities (hereinafter referred to as the “Securities”), in
an unlimited aggregate principal amount to be issued from time to time in one
or more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;


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


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


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


ARTICLE ONE

DEFINITIONS AND INCORPORATION

BY REFERENCE


Section 1.01 Definitions.


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


     “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 purposes of this definition,
“control,” as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of
10% or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” shall have correlative meanings.


 






 


     “Agent” means any Registrar, paying agent or co-registrar.


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


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


     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3)
of the Exchange Act), such “person” shall be deemed to have beneficial
ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a
corresponding meaning.


     “Board of Directors” means: (1) with respect to a corporation, the board
of directors of the corporation; (2) with respect to a partnership, the board
of directors of the general partner of the partnership; and (3) with respect to
any other Person, the board or committee of such Person serving a similar
function.


     “Business Day” means any day which is not a Legal Holiday.


     “Capital Lease Obligation” means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.


     “Capital Stock” means (1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.


     “Company” means The GEO Group, Inc.


     “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who:



		
	 	     (1) was a member of such Board of Directors on the date of this
Indenture; or




		
	 	     (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.



     “Corporate Trust Operations Office” means the principal office of the
Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at the address of the
Trustee specified in Section 11.02 hereof, or such other


2






 




address as to which the Trustee may from time to time give notice to the
Company and to the Holders.


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


     “Defaulted Interest” has the meaning given to it in Section 2.03(c).


     “Depositary” means, with respect to Securities of any series for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depositary Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange
Act, or other applicable statute or regulation, which, in each case, shall be
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.


     “Event of Default” has the meaning given to it in Section 6.01.


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


     “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 have been approved by a significant segment of the accounting
profession as amended and/or modified from time to time.


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


     “Government Securities” means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government; provided that the full faith
and credit of the United States is pledged in support of those securities.


     “Guarantee” means a guarantee other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


     “Guarantors” means any Subsidiary that executes a Guarantee, in form and
substance acceptable to the Trustee, providing for the Guarantee of the payment
of the Securities of any series in accordance with provisions of this Indenture
or any supplemental indentures, and its respective successors and assigns.


     “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person under:


3






 




		
	 	     (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and




		
	 	     (2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.



     “Holder” means a Person in whose name a Security is registered on the
books of the Company kept for that purpose in accordance with the terms of this
Indenture.


     “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:



		
	 	     (1) in respect of borrowed money;




		
	 	     (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);




		
	 	     (3) in respect of banker’s acceptances;




		
	 	     (4) representing Capital Lease Obligations;




		
	 	     (5) representing the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an
accrued expense or trade payable; or




		
	 	     (6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.


     The amount of any Indebtedness outstanding as of any date will be:



		
	 	     (A) the accreted value of the Indebtedness, in the case of any
Indebtedness issued with original issue discount; and




		
	 	     (B) the principal amount of the Indebtedness, together with any
interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness.



     “Indenture” means this Indenture, as amended or supplemented from time to
time.


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


4






 


     “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
on such payment for the intervening period.


     “Officer” means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, an Assistant Secretary or any Vice-President of such
Person.


     “Officers’ Certificate” means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.


     “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 11.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.


     “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


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


     “Responsible Officer,” when used with respect to the Trustee, means any
vice president, assistant vice president, treasurer, assistant treasurer or
other trust officer within the Corporate Trust Operations Office of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.


     “SEC” means the Securities and Exchange Commission.


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


     “Security Register” has the meaning given to it in Section 2.05.


     “Security Registrar” has the meaning given to it in Section 2.05.


5






 






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


     “Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


     “Subsidiary” means, with respect to any specified Person: (1) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and (2) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).


     “TIA” means the Trust Indenture Act of 1939, as in effect on the date on
which this Indenture is qualified under the TIA.


     “Trustee” means The Bank of New York, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.


     “U.S. Dollar Equivalent” means with respect to any monetary amount in a
currency other than U.S. dollars, at the time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the “Exchange Rates” table under the heading “Currency Trading” on
the date two Business Days prior to such determination.


     Whenever it is necessary to determine whether the Company has complied
with any covenant in this Indenture or a Default has occurred and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as
the U.S. Dollar Equivalent determined as of the date such amount was initially
incurred in such currency.


     “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board
of Directors of such Person.


Section 1.02 Incorporation by Reference of Trust Indenture Act.


     Whenever this Indenture refers to a provision of the TIA, the 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 any Securities issued pursuant to this
Indenture;


6






 


     “indenture security Holder” means a Holder of a Security;


     “indenture to be qualified” means this Indenture;


     “indenture trustee” or “institutional trustee” means the Trustee; and


     “obligor” on the Securities means the Company and any successor
obligor upon the Securities.


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


Section 1.03 Rules of Construction.


     Unless the context otherwise requires:



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




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




		
	 	     (iii) “or” is not exclusive;




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




		
	 	     (v) provisions apply to successive events and transactions; and




		
	 	     (vi) references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement of successor sections
or rules adopted by the SEC from time to time.



ARTICLE TWO

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


Section 2.01 Designation And Terms Of Securities.


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



		
	 	     (i) the title of the Securities of the series (which shall
distinguish the Securities of that series from all other Securities);



7






 







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




		
	 	     (iii) the date or dates on which the principal of the Securities of
the series is payable, any original issue discount that may apply to the
Securities of that series upon their issuance, the principal amount due
at maturity, and the place(s) of payment;




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




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




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




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




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




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




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




		
	 	     (xi) any and all other terms (including terms, to the extent
applicable, relating to any auction or remarketing of the Securities of
the series and any security for the obligations of the Company with
respect to such Securities) with respect to such series of Securities
(which terms shall not be inconsistent with the terms of this Indenture,
as amended by any supplemental indenture) including any terms which may
be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that series;



8






 







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




		
	 	     (xiii) whether the Securities of the series will be convertible into
or exchangeable for shares of common stock or other securities of the
Company or any other Person and, if so, the terms and conditions upon
which such Securities will be so convertible or exchangeable, including
the conversion or exchange price, as applicable, or how it will be
calculated and may be adjusted, any mandatory or optional (at the
Company’s option or the holders’ option) conversion or exchange features,
and the applicable conversion or exchange period;




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




		
	 	     (xv) any additional or different Events of Default or restrictive
covenants (which may include, among other restrictions, restrictions on
the Company’s ability or the ability of the Company’s Subsidiaries to:
incur additional Indebtedness; issue additional securities; create liens;
pay dividends or make distributions in respect of their capital stock;
redeem capital stock; place restrictions on such Subsidiaries placing
restrictions on their ability to pay dividends, make distributions or
transfer assets; make investments or other restricted payments; sell or
otherwise dispose of assets; enter into sale-leaseback transactions;
engage in transactions with shareholders and affiliates; issue or sell
stock of their Subsidiaries; or effect a consolidation or merger) or
financial covenants (which may include, among other financial covenants,
financial covenants that require the Company and its Subsidiaries to
maintain specified interest coverage, fixed charge, cash flow-based or
asset-based ratios) provided for with respect to the Securities of the
series;




		
	 	     (xvi) if other than dollars, the coin or currency in which the
Securities of the series are denominated (including, but not limited to,
foreign currency);




		
	 	     (xvii) the terms and conditions, if any, upon which the Company
shall pay amounts in addition to the stated interest, premium, if any,
and principal amounts, with respect to the Securities of the series to
any Holder that is not a “United States person” for federal tax purposes;




		
	 	     (xviii) any restrictions on transfer, sale or assignment of the
Securities of the series; and




		
	 	     (xix) the form and terms of any guarantee of any Securities of the
series.



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


     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by


9






 




 the secretary or an assistant secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Officers’ Certificate of the
Company setting forth the terms of the series.


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


Section 2.02 Form of Securities and Trustee’s Certificate.


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


Section 2.03 Denominations: Provisions For Payment.


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


     (b)  The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the
event that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.05.


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

10






 





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




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



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


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


11






 


Section 2.04 Execution and Authentication.


     The Securities shall be signed on behalf of the Company by one of its
Officers, under its corporate seal attested by its secretary or one of its
assistant secretaries. Signatures may be in the form of a manual or facsimile
signature.


     The Company may use the facsimile signature of any Person who shall have
been an Officer, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to
be such an officer of the Company. The seal of the Company may be in the form
of a facsimile of such seal and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. The Securities may contain such
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the
Trustee.


     A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee. Such signature shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture. At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a written order of
the Company for the authentication and delivery of such Securities, signed by
an Officer, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.


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


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


Section 2.05 Transfer and Exchange.


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


     (b)  The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company, a register or
registers (herein referred to as the


12






 




 “Security Register”) in which, subject to such reasonable regulations as
it may prescribe (including, but not limited to, compliance with the provisions
of the Securities Act and any rules and regulations promulgated thereunder, and
any other applicable securities laws), the Company shall register the
Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution (the
“Security Registrar”).


     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount.


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


     (c)  Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.05(b)and Section 9.05 not involving any transfer.


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


Section 2.06 Temporary Securities.


     Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security
of any series shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities of such series. Without unnecessary
delay the Company will execute and will furnish definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange


13






 




 therefor (without charge to the holders), at the office or agency of the
Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.


Section 2.07 Mutilated, Destroyed, Lost Or Stolen Securities.


     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company’s request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same
upon the written request or authorization of any officer of the Company. Upon
the issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


     In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.


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


14






 


Section 2.08 Cancellation.


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


Section 2.09 Benefits Of Indenture.


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


Section 2.10 Authenticating Agent.


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


     Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating


15






 




 Agent, upon acceptance of its appointment hereunder, shall become vested
with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.


Section 2.11 Global Securities.


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


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


     (c)  If at any time the Depositary for a series of the Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or if an Event of
Default has occurred and is continuing and the Company has received a request
from the Depositary, this Section shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to Section
2.04, the Trustee will authenticate and deliver the Securities of such series
in definitive registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section shall no longer apply to the Securities of such series. In such event
the Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officers’ Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the
exchange of the Global Security for such Securities in definitive registered
form without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such


16






 




 Securities to the Depositary for delivery to the Persons in whose names
such Securities are so registered.


ARTICLE THREE

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


Section 3.01 Redemption.


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


Section 3.02 Notice Of Redemption.


     (a)  In case the Company shall desire to exercise such right to redeem all
or, as the case may be, a portion of the Securities of any series in accordance
with any right the Company reserved for itself to do so pursuant to Section
2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of
such redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register, unless a shorter period is specified in the Securities to be
redeemed. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the registered
holder receives the notice. In any case, failure duly to give such notice to
the holder of any Security of any series designated for redemption in whole or
in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with any such
restriction.


     (b)  Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Securities of that series are to
be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company
in the Borough of Manhattan, the City and State of New York, upon presentation
and surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to
be redeemed, the notice to the holders of Securities of that series to be
redeemed in part shall specify the particular Securities to be so redeemed.


     (c)  In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount
thereof to be redeemed, and shall state that on and after the redemption date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.


17






 


Section 3.03 Selection of Securities to be Redeemed.


     (a)  If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days’ notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in
such other manner as it shall deem appropriate and fair in its discretion and
that may provide for the selection of a portion or portions (equal to one
thousand U.S. dollars ($1,000) or any integral multiple thereof) of the
principal amount of such Securities of a denomination larger than $1,000, the
Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.


     (b)  The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Officer listed in clause (i) of the
definition thereof, instruct the Trustee or any paying agent to call all or any
part of the Securities of a particular series for redemption and to give notice
of redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.


Section 3.04 Effect of Notice of Redemption.


     Once notice of redemption is mailed in accordance with Section 3.02
hereof, Securities of any series called for redemption become irrevocably due
and payable on the redemption date at the redemption price.


Section 3.05 Payment Upon Redemption.


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


     (b)  Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency


18






 




 where the Security is presented shall deliver to the holder thereof, at
the expense of the Company, a new Security of the same series of authorized
denominations in principal amount equal to the unredeemed portion of the
Security so presented.


Section 3.06 Sinking Fund.


     The provisions of Sections 3.06, 3.07 and 3.08 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.


     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.07. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.


Section 3.07 Satisfaction Of Sinking Fund Payments With Securities.


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


Section 3.08 Redemption Of Securities For Sinking Fund.


     Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any,
that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.07 and the basis for such credit and will, together with
such Officers’ Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.05.


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ARTICLE FOUR

COVENANTS


Section 4.01 Payment Of Principal, Premium And Interest.


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


Section 4.02 Maintenance of Office or Agency.


     So long as any series of the Securities remain outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City
and State of New York, with respect to each such series and at such other
location or locations as may be designated as provided in this Section, where
(i) Securities of that series may be presented for payment, (ii) Securities of
that series may be presented as herein above authorized for registration of
transfer and exchange, and (iii) notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be given or
served, such designation to continue with respect to such office or agency
until the Company shall, by written notice signed by any officer authorized to
sign an Officers’ Certificate and delivered to the Trustee, designate some
other office or agency for such purposes or any of them. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, notices
and demands may be made or served at the Corporate Trust Operations Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands. The Company initially
appoints the Corporate Trust Operations Office of the Trustee located in the
Borough of Manhattan, the City of New York as its paying agent with respect to
the Securities.


Section 4.03 Paying Agents.


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



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




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




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



20






 





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



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


     (c)  Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 8.06 and Section 10.03, and (ii) the Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such paying agent; and, upon such
payment by the Company or any paying agent to the Trustee, the Company or such
paying agent shall be released from all further liability with respect to such
money.


Section 4.04 Holder Lists.


     The Company will furnish or cause to be furnished to the Trustee (a) on
each regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar and the Company shall otherwise comply
with TIA § 312(a).


Section 4.05 Compliance Certificates.


     The Company or any Guarantors shall deliver to the Trustee, within 120
days after the end of each fiscal year during which any Securities of any
series were outstanding, an Officers’ Certificate stating whether or not the
signers know of any Default or Event of Default that occurred during such
fiscal year. Such certificate shall contain a certification from the principal
executive officer, principal financial officer or principal accounting officer
of the Company that


21






 




 a review has been conducted of the activities of the Company and the
Company’s performance under this Indenture and that the Company has complied
with all conditions and covenants under this Indenture. For purposes of this
Section, such compliance shall be determined without regard to any period of
grace or requirement of notice provided under this Indenture. If any of the
officers of the Company signing such certificate has knowledge of such a
Default or Event of Default, the certificate shall describe any such Default or
Event of Default and its status.


Section 4.06 Reports By The Company.


     The Company covenants and agrees to provide to the Trustee, after the
Company is required to file the same with the SEC, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the SEC may from time to time by rules and
regulations prescribe) that the Company may be required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Exchange Act.


ARTICLE FIVE

SUCCESSOR ENTITY


Section 5.01 Company May Consolidate, Etc.


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


Section 5.02 Successor Entity Substituted.


     (a)  In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the obligations set forth under Section 5.01 on all
of the Securities of all series outstanding, such successor entity shall
succeed to and be substituted for the Company with the same effect as if it had
been


22






 




 named as the Company herein, and thereupon the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Securities.


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


     (c)  Nothing contained in this Article shall require any action by the
Company in the case of a consolidation or merger of any Person into the Company
where the Company is the survivor of such transaction, or the acquisition by
the Company, by purchase or otherwise, of all or any part of the property of
any other Person (whether or not affiliated with the Company).


Section 5.03 Evidence of Consolidation, Etc to Trustee.


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


ARTICLE SIX

DEFAULTS AND REMEDIES


Section 6.01 Events of Default.


     (a)  Each of the following is an “Event of Default”:



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




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




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



23






 





		
	 	the Company by the Trustee, by registered or certified mail, or to
the Company and the Trustee by the holders of at least 25% in principal
amount of the Securities of that series at the time outstanding;




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




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



Section 6.02 Acceleration.


     (a)  In the case of an Event of Default (other than an Event of Default
specified in Section 6.01(a)(iv) or Section 6.01(a)(v) above), unless the
principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the Holders of not less than a majority in
aggregate principal amount of the Securities of that series then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Holders), may declare the principal of (and premium, if any, on) and
accrued and unpaid interest on all the Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable. If an Event of Default specified in
Section 6.01(a)(iv) or Section 6.01(a)(v) above occurs, the principal of and
accrued and unpaid interest on all the Securities of that series shall
automatically be immediately due and payable without any declaration or other
act on the part of the Trustee or the holders of the Securities.


     (b)  At any time after the principal of (and premium, if any, on) and
accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if any and
all Events of Default under the Indenture with respect to such series shall
have been remedied or waived as provided in Section 6.05. No such rescission
and annulment shall extend to or shall affect any subsequent default or impair
any right consequent thereon.


     (c)  In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to


24






 




 their former positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.


Section 6.03 Collection of Indebtedness and Suits For Enforcement by Trustee.


     (a)  The Company covenants that (i) in case it shall default in the payment
of any installment of interest on any of the Securities of a series, and such
default shall have continued for a period of 30 days, or (ii) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series as and when the same
shall have become due and payable, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have been become
due and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.13.


     (b)  If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law or equity out of the property of the
Company or other obligor upon the Securities of that series, wherever situated.


     (c)  The Trustee is authorized and entitled to intervene and file in any
judicial proceedings to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.13; and any receiver, assignee or trustee in bankruptcy or
reorganization of the Company in any such proceedings is hereby authorized by
each of the Holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Holders, to pay to the Trustee any amount due it
under Section 7.13.


     (d)  All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such
Securities, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall


25






 




 be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.13, be for the ratable benefit of the Holders of
the Securities of such series.


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


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


Section 6.04 Application Of Moneys Collected.


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



		
	 	     First: To the payment of reasonable costs and expenses of collection and
of all amounts payable to the Trustee under Section 7.13;




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




		
	 	     Third: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.



     (b)  The Trustee may fix a record date and payment date for any payment to
Holders of Securities pursuant to this Section.


Section 6.05 Waiver of Past Defaults.


     The Holders of a majority in aggregate principal amount of any series of
Securities then outstanding by notice to the Trustee, may on behalf of the
Holders of all of the Securities of that series, waive any existing Default or
Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the
Securities of that series (unless such Default or Event of Default has been
cured and a sum


26






 




 sufficient to pay all matured installments of interest and principal and
any premium has been deposited with the Trustee (in accordance with Section
6.02(b)) or a Default in respect of a covenant or provision which cannot be
modified or amended without the consent of each Holder of a Security of that
series; provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Securities of that series may rescind
an acceleration and its consequences, including any related payment default
that resulted from such acceleration. The Company shall deliver to the Trustee
an Officers’ Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to
their former positions and rights hereunder and under the Securities,
respectively. This Section shall be in lieu of Section 316(a)(1)(B) of the TIA
and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this
Indenture, as permitted by the TIA. Upon any such waiver, such Default or
Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.


Section 6.06 Control by Majority.


     The holders of a majority in aggregate principal amount of the Securities
of any series at the time outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with respect
to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
officers of the Trustee, determine that the proceeding so directed, subject to
the Trustee’s duties under the TIA, would involve the Trustee in personal
liability or might be unduly prejudicial to the Holders not involved in the
proceeding.


Section 6.07 Limitation On Suits.


     (a)  No Holder of any Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:



		
	 	     (i) such Holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect
to the Securities of such series specifying such Event of Default, as
hereinbefore provided;




		
	 	     (ii) the Holders of not less than a majority in aggregate principal
amount of the Securities of such series then outstanding shall have made
written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder;




		
	 	     (iii) such Holder shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities
to be incurred therein or thereby;



27






 





		
	 	     (iv) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; and




		
	 	     (v) during such 60 day period, the Holders of a majority in
aggregate principal amount of the Securities of that series do not give
the Trustee a direction inconsistent with the request.



     (b)  A Holder of a Security may not use this Indenture to prejudice the
rights of another Holder of a Security or to obtain a preference over another
Holder of a Security.


Section 6.08 Rights of Holders of Securities to Receive Payment.


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


Section 6.09 Undertaking for Costs.


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


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ARTICLE SEVEN

TRUSTEE


Section 7.01 Certain Duties And Responsibilities Of Trustee.


     (a)  The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants shall be read into this Indenture against the Trustee.
In case an Event of Default with respect to the Securities of a series has
occurred (that has not been cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


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



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




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




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




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




		
	 	     (iii) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in aggregate
principal amount of the Securities of any series at the time outstanding
relating to the time, method and place of conducting any proceeding for
any



29






 





		
	 	remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect to the
Securities of that series; and




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



Section 7.02 Certain Rights of Trustee.


     Except as otherwise provided in Section 7.01:


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


     (b)  Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by any authorized officer of the Company
(unless other evidence in respect thereof is specifically prescribed herein);


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


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


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


     (f)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of the outstanding
Securities of the particular series affected thereby; provided, however, that
if the


30






 




 payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand; and


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


     In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (1) any Event of Default occurring pursuant
to Sections 6.01(a)(i), 6.01(a)(ii) and 4.01 hereof or (2) any Default or Event
of Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or a Responsible Officer of the Trustee
shall have obtained actual knowledge. Delivery of reports to the Trustee as
required pursuant to this Indenture under Section 4.06 is for informational
purposes only and the information and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein,
or determinable from information contained therein including the Company’s
compliance with any of their covenants thereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate).


Section 7.03 Individual Rights of Trustee.


     The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may become a creditor of, or otherwise deal with,
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the TIA, it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.11 and 7.12 hereof.


Section 7.04 Trustee Not Responsible For Recitals Or Issuance Or Securities.


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


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


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


31






 


Section 7.05 May Hold Securities.


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


Section 7.06 Moneys Held In Trust.


     Subject to the provisions of Section 8.06 and Section 10.03, all moneys
received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.


Section 7.07 Notice Of Default.


     If any Default or any Event of Default occurs and is continuing and if
such Default or Event of Default is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in Section 313(c) of the TIA notice of the Default or Event of Default
within 45 days after it occurs, unless such Default or Event of Default has
been cured; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Security,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.


Section 7.08 Reports By The Trustee.


     (a)  On or before July 1 in each year in which any of the Securities are
outstanding, the Trustee shall transmit by mail, first class postage prepaid,
to the Holders, as their names and addresses appear upon the Security Register,
a brief report dated as of the preceding May 1, if and to the extent required
under Section 313(a) of the TIA.


     (b)  The Trustee shall comply with Section 313(b) and 313(c) of the TIA.


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


Section 7.09 Reliance On Officers’ Certificate.


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


32






 




 such certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.


Section 7.10 Preservation Of Information; Communications With Holders.


     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 4.04 and as to the names and addresses of holders of Securities
received by the Trustee in its capacity as Security Registrar (if acting in
such capacity).


     (b)  The Trustee may destroy any list furnished to it as provided in
Section 4.04 upon receipt of a new list so furnished.


Section 7.11 Preferential Collection of Claims Against Company.


     The Trustee is subject to TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein. The
Trustee hereby waives any right to set-off any claim that it may have against
the Company in any capacity (other than as Trustee and paying agent) against
any of the assets of the Company held by the Trustee; provided, however, that
if the Trustee is or becomes a lender of any other Indebtedness permitted
hereunder to be pari passu with the Securities of any series, then such waiver
shall not apply to the extent of such Indebtedness.


Section 7.12 Corporate Trustee Required; Eligibility; Disqualification;
Conflicting Interests.


     (a)  There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the SEC, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.


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


Section 7.13 Compensation And Reimbursement.


     (a)  The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust) as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and


33






 




 advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith and except as the Company and Trustee may from time
to time agree in writing. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the reasonable costs
and expenses of defending itself against any claim of liability in the
premises.


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


Section 7.14 Resignation And Removal; Appointment Of Successor.


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


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



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




		
	 	     (ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.12 and shall fail to resign after written request
therefor by the Company or by any such Holder; or




		
	 	     (iii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of



34






 





		
	 	the Trustee or of its property shall be appointed or consented to,
or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation
or liquidation;



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


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


     (d)  Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.15.


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


Section 7.15 Acceptance Of Appointment By Successor.


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


     (b)  In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such


35






 




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


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


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


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


Section 7.16 Merger, Conversion, Consolidation Or Succession To Business.


     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified and eligible under the provisions of Section 7.12, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been


36






 




 authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.


ARTICLE EIGHT

DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.


     The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all of the outstanding
Securities of any series upon compliance with the conditions set forth below in
this Article Eight.


Section 8.02 Legal Defeasance and Discharge.


     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all of the outstanding
Securities of any series on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that, with respect to a series of Securities, the Company
shall be deemed to have paid and discharged all of its obligations under the
terms of such series of Securities and this Indenture (and the Trustee, on
reasonable demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Securities of that series to receive solely
from the trust fund described in Section 8.04 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Securities when such payments are due, (b) the
Company’s obligations with respect to such Securities under Article 2
concerning issuing temporary Securities, registration of Securities and
mutilated, destroyed, lost or stolen Securities and Company’s obligations under
Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s obligations in connection therewith and
(d) this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.


Section 8.03 Covenant Defeasance.


     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under any covenants that are made applicable to such series of
Securities through a supplemental indenture pursuant to Section 2.01 of this
Indenture, on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant Defeasance”), and the Securities of that
series shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to


37






 




 be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding series of Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of
this Indenture and such series of Securities shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Section 6.01(a)(iii) shall no longer
constitute an Event of Default.


Section 8.04 Conditions to Legal or Covenant Defeasance.


     The following shall be the conditions to the application of either Section
8.02 or Section 8.03 hereof to any outstanding series of Securities:


     (a)  the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the series of Securities, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars
and non-callable Government Securities, in amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, or interest and premium on the series of Securities on
the Stated Maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Securities of the series are being
defeased to maturity or to a particular redemption date and, if the Securities
of the series are being defeased to a particular redemption date, the Company
must have delivered to the Trustee an irrevocable notice of redemption;


     (b)  in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (b) since the date hereof, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel will confirm that,
the Holders of the series of Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;


     (c)  in the case of Covenant Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the series of Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred;


38






 




     (d) no Default or Event of Default has occurred and is continuing either
(a) on the date of such deposit or (b) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 123rd day after the date of deposit;


     (e)  such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;


     (f)  the Company must have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of the series of Securities of that series
over the other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others;


     (g)  the Company must have delivered to the Trustee an Opinion of Counsel
to the effect that the creation of the defeasance trust does not violate the
Investment Company Act of 1940 and after the passage of 123 days following the
deposit, the trust fund will not be subject to the effect of Section 547 of the
U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and


     (h)  the Company must deliver to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.


Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


     (a)  Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 hereof in respect of any outstanding series of Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such series of Securities and this Indenture, to the payment, either
directly or through any paying agent (including the Company acting as paying
agent) as the Trustee may determine, to the Holders of such series of
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.


     (b)  The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding series of Securities.


     (c)  Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion


39






 




 delivered under Section 8.04 hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.


Section 8.06 Repayment to the Company.


     Any money deposited with the Trustee or any paying agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter
look only to the Company for payment thereof, and all liability of the Trustee
or such paying agent with respect to such trust money, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.


Section 8.07 Reinstatement.


     If the Trustee or paying agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02
or Section 8.03 hereof, as the case may be, by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such
time as the Trustee or paying agent is permitted to apply all such money in
accordance with Section 8.02 or Section 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Securities following the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee
or paying agent.


ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01 Without Consent of Holders of Securities.


     (a)  Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or any series of Securities
without the consent of any Holder of a Security of such series:



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




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



40






 







		
	 	     (iii) to provide for the assumption of the Company’s obligations to
Holders of Securities in the case of a merger or consolidation or sale of
all or substantially all of the Company’s assets;




		
	 	     (iv) to make any change that would provide any additional rights or
benefits to the Holders of Securities or that does not adversely affect
the legal rights under this Indenture of any such Holder;




		
	 	     (v) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA; or




		
	 	     (vi) to allow any Subsidiary to guarantee the Securities.



     (b)  Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in
the execution of any amended or supplemental indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


Section 9.02 With Consent of Holders of Securities.


     (a)  Except as provided in Sections 9.02(b) and 9.02(d):



		
	 	     (i) the Company and the Trustee may, with respect to any series of
Securities, amend or supplement this Indenture or the Securities of such
series with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Securities of that
series (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities);
and




		
	 	     (ii) subject to Section 6.05 and Section 6.08 hereof, any existing
Default or Event of Default or compliance in a particular instance by the
Company with any provision of this Indenture, or the Securities of that
series, may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Securities of that
series (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities).



     (b)  Notwithstanding anything contained herein to the contrary, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Securities held by a non-consenting Holder):



		
	 	     (i) reduce the principal amount of Securities of a series whose
Holders must consent to an amendment, supplement or waiver;



41






 







		
	 	     (ii) reduce the principal of or change the fixed maturity of any
Security of a series or alter the provisions, or waive any payment, with
respect to the redemption of the Securities of that series;




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




		
	 	     (iv) waive a Default or Event of Default in the payment of principal
of, or interest or premium, if any, on any Securities of a series (except
a rescission of acceleration of such Securities by the Holders of at
least a majority in aggregate principal amount of such Securities and a
waiver of the payment default that resulted from such acceleration);




		
	 	     (v) make the principal of or interest or premium, if any, on any
Security of a series payable in money other than U.S. dollars;




		
	 	     (vi) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Securities of a
series to receive payments of principal of, or interest or premium, if
any, on such Securities;




		
	 	     (vii) waive a redemption payment with respect to any Security of a
series;




		
	 	     (viii) release any Guarantor from any of its obligations under its
Guarantee or this Indenture, except in accordance with the terms of this
Indenture;




		
	 	     (ix) impair the right to institute suit for the enforcement of any
payment on or with respect to the Securities or the Guarantees; or




		
	 	     (x) make any change in the preceding amendment and waiver
provisions.



     (c)  The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record
date, or its duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


     (d)  Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of the affected
series of Securities as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture directly affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.


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     (e)  Upon the execution of any amended or supplemental indenture with
respect to a series of Securities pursuant to the provisions of this Article or
of Section 5.01, this Indenture shall, with respect to such series of
Securities, be and be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


     (f)  It shall not be necessary for the consent of the Holders of a series
of Securities under this Section to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.


     (g)  After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of the series of Securities
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver.


Section 9.03 Compliance with Trust Indenture Act.


     Every amendment or supplement to this Indenture or the Securities of any
series shall be set forth in an amended or supplemental indenture that complies
with the TIA as then in effect.


Section 9.04 Revocation and Effect of Consents.


     Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder of a
Security and every subsequent Holder of a Security or portion of a Security
that evidences the same Indebtedness as the consenting Holder’s Security, even
if notation of the consent is not made on any Security. However, any such
Holder of a Security or subsequent Holder of a Security may revoke the consent
as to its Security if the Trustee receives written notice of revocation before
the date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.


Section 9.05 Notation on or Exchange of Securities.


     (a)  The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security thereafter authenticated. The Company in
exchange for all Securities of a series may issue and the Trustee shall, upon
receipt of an authentication order, authenticate new Securities of that series
that reflect the amendment, supplement or waiver.


     (b) Failure to make the appropriate notation or issue a new Security shall
not affect the validity and effect of such amendment, supplement or waiver.


43






 


Section 9.06 Trustee to Sign Amendments, Etc.


     The Trustee shall sign any amended or supplemental indenture or Security
authorized pursuant to this Article Nine if the amendment or supplement does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. The Company may not sign an amendment or supplemental indenture or
Security until its Board of Directors approves it. In executing any amended or
supplemental indenture or Security, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon
an Officers’ Certificate and an Opinion of Counsel stating that the execution
of such amended or supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to such execution have been met.


ARTICLE TEN

SATISFACTION AND DISCHARGE


Section 10.01 Satisfaction and Discharge.


     (a)  This Indenture shall be discharged and shall cease to be of further
effect as to all Securities of a series issued thereunder, when:



		
	 	     (i) either:




		
	 	     (A) all Securities of that series which have been
authenticated (except lost, stolen or destroyed Securities of the
series that have been replaced or paid and Securities of the series
for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company) have been delivered to the
Trustee for cancellation; or




		
	 	     (B) all Securities of that series which have not been
delivered to the Trustee for cancellation have become due and
payable by reason of the making of a notice of redemption or
otherwise or will become due and payable within one year and the
Company has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust solely for the benefit of the
Holders of such Securities of that series, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient without consideration of any
reinvestment of interest to pay and discharge the entire
Indebtedness on the Securities of that series not delivered to the
Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption;




		
	 	     (ii) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company is
a party or by which the Company is bound;




		
	 	     (iii) the Company has paid or caused to be paid all sums payable by
it hereunder; and



44






 







		
	 	     (iv) the Company has delivered irrevocable instructions to the
Trustee hereunder to apply the deposited money toward the payment of the
Securities of that series at maturity or the redemption date, as the case
may be.



     (b)  In addition, the Company must deliver an Officers’ Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.


Section 10.02 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


     Subject to Section 10.03 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 10.01 hereof in respect of the outstanding Securities of any series
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any paying agent (including the Company acting as paying
agent) as the Trustee may determine, to the Holders of such Securities of that
series of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money be segregated from other funds
except to the extent required by law.


Section 10.03 Repayment to the Company.


     Any money deposited with the Trustee or any paying agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Securities of any series and remaining unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such paying agent with respect to such trust money,
and all liability of the Company as Trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such paying agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times or The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.


ARTICLE ELEVEN

MISCELLANEOUS


Section 11.01 Trust Indenture Act Controls.


     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA § 318(c), the imposed duties shall control.


Section 11.02 Notices.


     (a)  Any notice or communication by the Company or any Guarantor, on the
one hand, or the Trustee on the other hand, to the other is duly given if in
writing and delivered


45






 




 in Person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, to the others’ address:


     If to the Company:



	 	 	 
	 	 	
The GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Facsimile: (561) 999-7742

Attention: John G. O’Rourke

	 	 	 
	 	 	
With a copy to:
	 	 	 
	 	 	
Akerman Senterfitt

One Southeast Third Avenue

28th Floor

Miami, Florida 33131-1714

Facsimile: (305) 374-5095

Attention: Stephen K. Roddenberry
	 	 	 
	 	 	
If to the Trustee:
	 	 	
The Bank of New York

101 Barclay Street, 8W

New York, New York 10286

Facsimile: (212) 815-5704

Attention: Corporate Finance Unit, Ref: The GEO Group, Inc.



     (b)  The Company the Guarantors if any, or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices
or communications.


     (c)  All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.


     (d)  Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person 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.


     (e) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.


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Notwithstanding the foregoing, notices to the Trustee shall be deemed to
be effective only when actually received by the Trustee’s Corporate Trust
Department.


     (f)  If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.


Section 11.03 Communication by Holders of Securities with Other Holders of Securities.


     Holders may communicate as provided in Section 312(b) of the TIA with
other Holders with respect to their rights under this Indenture or under the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c).


Section 11.04 Certificate and Opinion as to Conditions Precedent.


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



		
	 	     (i) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth
in Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and




		
	 	     (ii) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth
in Section 11.05 hereof) stating that, in the opinion of such counsel
(who may rely upon the Officer’s Certificate as to matters of fact), all
such conditions precedent and covenants have been satisfied.



Section 11.05 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 a certificate provided
pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e)
and shall include:



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




		
	 	     (ii) 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;




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




		
	 	     (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied.



47






 




Section 11.06 Rules by Trustee and Agents.


     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or paying agent may make reasonable rules and set
reasonable requirements for its functions.


Section 11.07 No Personal Liability of Directors, Officers, Employees and Shareholders.


     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or any guarantee thereof or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, past, present or future as such, of the
Company or any Guarantor or of any predecessor or successor corporation of the
Company or any Guarantor, either directly or through the Company or any
Guarantor or any such predecessor or successor corporation of the Company or
any Guarantor, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers or directors as such, of the Company, or any Guarantor
or of any predecessor or successor corporation of the Company or any Guarantor,
or any of them, because of the creation of the Indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities, or any guarantees thereof, or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director as such, because of the creation of the
Indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the
Securities, or any guarantees thereof, or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture, the issuance of such Securities, and any
guarantees thereof. Each Holder waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the
Securities. The waiver may not be effective to waive liabilities under the
federal securities laws.


Section 11.08 Governing Law.


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


Section 11.09 Consent to Jurisdiction.


     Any legal suit, action or proceeding arising out of or based upon this
Indenture or the transactions contemplated hereby (“Related Proceedings”) may
be instituted in the federal courts of the United States of America located in
the City of New York or the courts of the State of New York in each case
located in the City of New York (collectively, the “Specified Courts”), and
each party irrevocably submits to the exclusive jurisdiction (except for
proceedings instituted in regard to the enforcement of a judgment of any such
court (a “Related Judgment”), as to which such jurisdiction is non-exclusive)
of such courts in any such suit, action or proceeding. Service


48






 




 of any process, summons, notice or document by mail to such party’s (other
than the Trustee) address set forth above shall be effective service of process
for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and
irrevocably and unconditionally waive and agree not to plead or claim in any
such court has been brought in an inconvenient forum.


Section 11.10 No Adverse Interpretation of Other Agreements.


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


Section 11.11 Successors and Assigns.


     All agreements of the Company in this Indenture and the Securities shall
bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns. .


Section 11.12 Severability.


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


Section 11.13 Counterpart Originals.


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


Section 11.14 Acts of Holders.


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


     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or


49






 




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


     (c)  Notwithstanding anything to the contrary contained in this Section,
the principal amount and serial numbers of Securities of any series held by any
Holder, and the date of holding the same, shall be proved by the register of
the Securities of that series maintained by the Registrar as provided in
Section 2.05 hereof.


     (d)  If the Company shall solicit from the Holders of the Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a resolution of its
Board of Directors, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding TIA § 316(c), such record date shall be the record
date specified in or pursuant to such resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith or the date of the most recent list of
Holders forwarded to the Trustee prior to such solicitation pursuant to Section
4.04 hereof and not later than the date such solicitation is completed. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of the then outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the then outstanding Securities of that series shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than 90
days after the record date.


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


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


Section 11.15 Benefit of Indenture.


     Nothing, in this Indenture or in the Securities of any series, express or
implied, shall give to any Person, other than the parties hereto, any paying
agent, any Registrar and its successors


50






 




 hereunder, and the Holders of Securities of that series, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


Section 11.16 Table of Contents, Headings, Etc.


     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.


Section 11.17 Waiver of Jury Trial.


     EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


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SIGNATURES:



	 	 	 	 
	 	 	
THE GEO GROUP, INC.
	 	 	 
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:

Title:
	 	 	 
	 	 	 
	 	 	
THE BANK OF NEW YORK, as Trustee
	 	 	 
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name:

Title:




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