exv4w1





EXHIBIT
4.1




EXECUTION VERSION




 

 






VALEANT PHARMACEUTICALS INTERNATIONAL




6.875% SENIOR NOTES DUE 2018



 





INDENTURE

DATED AS OF NOVEMBER 23, 2010




 





THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

AS TRUSTEE



 

 












 









 
















TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE 1	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Definitions
	 	 	1	 
	Section 1.2

	 	Other Definitions
	 	 	22	 
	Section 1.3

	 	Rules of Construction
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 2	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Form and Dating
	 	 	23	 
	Section 2.2

	 	Execution and Authentication
	 	 	25	 
	Section 2.3

	 	Registrar and Paying Agent
	 	 	25	 
	Section 2.4

	 	Paying Agent to Hold Money in Trust
	 	 	26	 
	Section 2.5

	 	Securityholder Lists
	 	 	26	 
	Section 2.6

	 	Transfer and Exchange
	 	 	26	 
	Section 2.7

	 	Replacement Securities
	 	 	27	 
	Section 2.8

	 	Outstanding Securities
	 	 	27	 
	Section 2.9

	 	Treasury Securities
	 	 	28	 
	Section 2.10

	 	Temporary Securities
	 	 	28	 
	Section 2.11

	 	Cancellation
	 	 	28	 
	Section 2.12

	 	Legend; Additional Transfer and Exchange Requirements
	 	 	28	 
	Section 2.13

	 	CUSIP and ISIN Numbers
	 	 	31	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 3	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REDEMPTION AND PURCHASES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Right to Redeem
	 	 	31	 
	Section 3.2

	 	Selection of Securities to Be Redeemed
	 	 	31	 
	Section 3.3

	 	Notice of Redemption
	 	 	32	 
	Section 3.4

	 	Effect of Notice of Redemption
	 	 	32	 
	Section 3.5

	 	Deposit of Redemption Price
	 	 	33	 
	Section 3.6

	 	Securities Redeemed in Part
	 	 	33	 
	Section 3.7

	 	Optional Redemption
	 	 	33	 
	Section 3.8

	 	Purchase of Securities at Option of the Holder Upon Change of Control
	 	 	34	 
	Section 3.9

	 	Effect of Change of Control Purchase Notice
	 	 	35	 
	Section 3.10

	 	Deposit of Change of Control Purchase Price
	 	 	36	 
	Section 3.11

	 	Securities Purchased in Part
	 	 	36	 
	Section 3.12

	 	Compliance with Securities Laws upon Purchase of Securities
	 	 	36	 
	Section 3.13

	 	Repayment to the Company
	 	 	37	 
	Section 3.14

	 	Offer to Purchase by Application of Excess Proceeds
	 	 	37	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 4	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1

	 	Payment of Securities
	 	 	38	 
	Section 4.2

	 	Maintenance of Office or Agency
	 	 	39	 
	Section 4.3

	 	Reports
	 	 	39	 
	Section 4.4

	 	Compliance Certificates
	 	 	40	 
	Section 4.5

	 	Further Instruments and Acts
	 	 	41	 
	Section 4.6

	 	Maintenance of Corporate Existence
	 	 	41	 
	Section 4.7

	 	Changes in Covenants When Securities Rated Investment Grade
	 	 	41	 
	Section 4.8

	 	Restricted Payments
	 	 	41	 
	Section 4.9

	 	Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	44	 
	Section 4.10

	 	[Reserved]
	 	 	47	 
	Section 4.11

	 	Liens
	 	 	47	 
	Section 4.12

	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	48	 
	Section 4.13

	 	Transactions with Affiliates
	 	 	49	 
	Section 4.14

	 	Asset Sales
	 	 	50	 
	Section 4.15

	 	Additional Subsidiary Guarantees
	 	 	52	 
	Section 4.16

	 	Designation of Restricted and Unrestricted Subsidiaries
	 	 	52	 
	Section 4.17

	 	Business Activities
	 	 	52	 
	Section 4.18

	 	Payments for Consent
	 	 	53	 
	Section 4.19

	 	Stay, Extension and Usury Laws
	 	 	53	 
	Section 4.20

	 	[Reserved]
	 	 	53	 
	Section 4.21

	 	Notice of Default
	 	 	53	 
	Section 4.22

	 	Payment of Additional Amounts
	 	 	53	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 5	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MERGER, CONSOLIDATION OR SALE OF ASSETS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Merger, Consolidation or Sale of Assets
	 	 	55	 
	Section 5.2

	 	Successor Substituted
	 	 	57	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 6	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFAULT AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1

	 	Events of Default
	 	 	57	 
	Section 6.2

	 	Acceleration
	 	 	59	 
	Section 6.3

	 	Other Remedies
	 	 	59	 
	Section 6.4

	 	Waiver of Defaults and Events of Default
	 	 	59	 
	Section 6.5

	 	Control by Majority
	 	 	59	 
	Section 6.6

	 	Limitations on Suits
	 	 	60	 
	Section 6.7

	 	Rights of Holders to Receive Payment
	 	 	60	 
	Section 6.8

	 	Collection Suit by Trustee
	 	 	60	 
	Section 6.9

	 	Trustee May File Proofs of Claim
	 	 	60	 
	Section 6.10

	 	Priorities
	 	 	61	 
	Section 6.11

	 	Undertaking for Costs
	 	 	61	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 7	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1

	 	Duties of Trustee
	 	 	61	 
	Section 7.2

	 	Rights of Trustee
	 	 	62	 
	Section 7.3

	 	Individual Rights of Trustee
	 	 	63	 
	Section 7.4

	 	Trustee’s Disclaimer
	 	 	63	 
	Section 7.5

	 	Notice of Default or Events of Default
	 	 	63	 
	Section 7.6

	 	[Reserved]
	 	 	64	 
	Section 7.7

	 	Compensation and Indemnity
	 	 	64	 
	Section 7.8

	 	Replacement of Trustee
	 	 	64	 
	Section 7.9

	 	Successor Trustee by Merger, Etc.
	 	 	65	 
	Section 7.10

	 	Eligibility; Disqualification
	 	 	65	 
	Section 7.11

	 	Preferential Collection of Claims Against the Company
	 	 	65	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 8	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFEASANCE; SATISFACTION AND
DISCHARGE OF INDENTURE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.1

	 	Satisfaction and Discharge of Indenture
	 	 	66	 
	Section 8.2

	 	Legal Defeasance
	 	 	66	 
	Section 8.3

	 	Covenant Defeasance
	 	 	68	 
	Section 8.4

	 	Application of Trust Money
	 	 	69	 
	Section 8.5

	 	Repayment to the Company
	 	 	69	 
	Section 8.6

	 	Reinstatement
	 	 	69	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 9	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMENDMENTS, SUPPLEMENTS AND WAIVERS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.1

	 	Without Consent of Holders
	 	 	69	 
	Section 9.2

	 	With Consent of Holders
	 	 	70	 
	Section 9.3

	 	[Reserved]
	 	 	71	 
	Section 9.4

	 	Revocation and Effect of Consents
	 	 	71	 
	Section 9.5

	 	Notation on or Exchange of Securities
	 	 	71	 
	Section 9.6

	 	Trustee to Sign Amendments, Etc.
	 	 	71	 
	Section 9.7

	 	Effect of Supplemental Indentures
	 	 	72	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 10	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	NOTE GUARANTEES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.1

	 	Note Guarantees
	 	 	72	 
	Section 10.2

	 	Execution and Delivery of Note Guarantees
	 	 	73	 
	Section 10.3

	 	Limitation on Note Guarantor Liability
	 	 	73	 
	Section 10.4

	 	Merger and Consolidation of Note Guarantors
	 	 	74	 
	Section 10.5

	 	Release
	 	 	74	 
	Section 10.6

	 	Canadian Note Guarantee
	 	 	75	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 11	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.1

	 	Certain Trust Indenture Act Sections
	 	 	75	 
	Section 11.2

	 	Notices
	 	 	75	 
	Section 11.3

	 	Communications by Holders With Other Holders
	 	 	76	 
	Section 11.4

	 	Certificate and Opinion of Counsel as to Conditions Precedent
	 	 	76	 
	Section 11.5

	 	Record Date for Vote or Consent of Holders
	 	 	77	 
	Section 11.6

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	77	 
	Section 11.7

	 	Legal Holidays
	 	 	77	 
	Section 11.8

	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
	 	 	77	 
	Section 11.9

	 	No Adverse Interpretation of Other Agreements
	 	 	78	 
	Section 11.10

	 	No Recourse Against Others
	 	 	78	 
	Section 11.11

	 	Successors
	 	 	78	 
	Section 11.12

	 	Multiple Counterparts
	 	 	78	 
	Section 11.13

	 	Separability
	 	 	78	 
	Section 11.14

	 	Table of Contents, Headings, etc.
	 	 	78	 
	Section 11.15

	 	Calculations in Respect of the Securities
	 	 	78	 
	Section 11.16

	 	Agent for Service and Waiver of Immunities
	 	 	78	 
	Section 11.17

	 	Judgment Currency
	 	 	79	 
	Section 11.18

	 	Foreign Currency Equivalent
	 	 	79	 






EXHIBITS



EXHIBIT A — FORM OF NOTE



EXHIBIT B — FORM OF GUARANTEE



EXHIBIT C — FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR



EXHIBIT D — FORM OF CANADIAN NOTE GUARANTEE








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     THIS INDENTURE dated as of November 23, 2010 is among Valeant Pharmaceuticals
International, a corporation duly organized under the laws of the State of Delaware (the
“Company”), Valeant Pharmaceuticals International, Inc., a corporation continued under the federal
laws of Canada (“Parent”), the Subsidiary Guarantors party hereto and The Bank of New York Mellon
Trust Company, N.A., a national banking association duly organized under the laws of the United
States, as Trustee (the “Trustee”).



     In consideration of the premises and the purchase of the Securities by the Holders thereof,
all parties agree as follows for the benefit of the other and for the equal and ratable benefit of
the registered Holders of the Company’s Securities.



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



     Section 1.1 Definitions.



     “4.0% Convertible Notes” means the 4.0% Convertible Subordinated Notes due 2013 issued by the
Company and outstanding on the Issue Date.



     “Acquired Debt” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person and which is not satisfied in
full at such time, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Additional Securities” means any additional 6.875% Senior Notes due 2018 that the Company may
issue from time to time under this Indenture in accordance with Section 2.1(c) of this Indenture as
part of the same series of Securities issued on the date hereof.



     “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, means 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. For
purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings.



     “Agent” means any Registrar or Paying Agent.



     “Applicable Premium” means, as determined by the Company, with respect to a Security, the
greater of




     (1) 1.0% of the then outstanding principal amount of such Security and




     (2) (a) the present value of all remaining required interest and principal payments due
on such Security and all premium payments relating to such Security assuming a



 









 







redemption date of December 1, 2014, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, minus




     (b) the then outstanding principal amount of such Security, minus




     (c) accrued interest paid on the date of redemption.



     “Applicable Procedures” means, with respect to any transfer or exchange of beneficial
ownership interests in the Global Securities, the rules and procedures of the Depositary, to the
extent applicable to such transfer or exchange.



     “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition of any assets, property or rights
outside of the ordinary course of business; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of Parent and its Restricted
Subsidiaries taken as a whole will be governed by Section 3.8 and/or Section 5.1 hereof and
not by the provisions of Section 4.14; and




     (2) the issuance of Equity Interests by any of Parent’s Restricted Subsidiaries or the
sale of Equity Interests in any of its Restricted Subsidiaries.




Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




     (1) any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than $10.0 million;




     (2) a transfer of assets between or among Parent and its Restricted Subsidiaries;




     (3) an issuance of Equity Interests by a Restricted Subsidiary of Parent to Parent or
to another Restricted Subsidiary of Parent;




     (4) the sale or lease of equipment, inventory or accounts receivable in the ordinary
course of business;




     (5) the sale or other disposition of cash or Cash Equivalents;




     (6) a Restricted Payment or Permitted Investment that is permitted by Section 4.8
hereof;




     (7) the license of intellectual property to third persons in the ordinary course of
business as determined by the Board of Directors of Parent in good faith;




     (8) the sale, exchange or other disposition of obsolete, worn out, uneconomical or
surplus assets, including any such intellectual property; and




     (9) sales, transfers or other dispositions of assets for consideration at least equal
to the Fair Market Value of the assets sold or disposed of, but only if the consideration
received consists of property or assets (other than cash, except to the extent used as a
bona fide means of equalizing the value of the property or assets involved in the swap
transaction; provided, however, that cash does not exceed 10% of the sum of the amount of
the cash and the Fair Market Value of the assets received or given) of a nature or type that
are used in, a business having



-2-









 







property or assets of a nature or type or engaged in a Permitted Business (or Capital
Stock of a Person whose assets consist of assets of the type described in this clause (9)).



     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.



     “Bankruptcy Law” means any of Title 11 of the United States Code, the BIA, the CCAA, the WURA
and the CBCA, and any other applicable insolvency, corporate arrangement or restructuring or other
similar law of any jurisdiction including any law of any jurisdiction permitting a debtor to obtain
a stay or a compromise of the claims of its creditors against it.



     “Beneficial Owner” has the meaning assigned to such term in Rule l3d-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” will 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 after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have corresponding meanings.



     “BIA” means the Bankruptcy and Insolvency Act (Canada).



     “Board of Directors” means:




     (1) with respect to a company or corporation, the board of directors of the company or
corporation or any committee thereof duly authorized to act on behalf of such board;




     (2) with respect to a partnership, the Board of Directors of the general partner of the
partnership or any committee thereof duly authorized to act on behalf of such board; and




     (3) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Business Day” means each day that is not a Legal Holiday.



     “Canadian Note Guarantee” means each Guarantee of the obligations with respect to the
Securities issued by each Canadian Note Guarantor pursuant to the terms of this Indenture and
substantially in the form of Exhibit D.



     “Canadian Note Guarantor” means each Note Guarantor that is organized under the laws of Canada
or any province or territory thereof.



     “Capital Lease Obligations” means, at the time any determination 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;



-3-









 






     (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 (including, without limitation, quotas) 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.



     “Cash Equivalents” means:




     (1) securities issued or directly and fully guaranteed or insured by the U.S.
government or any agency or instrumentality thereof (provided, that the full faith and
credit of the U.S. is pledged in support thereof) having repricings or maturities of not
more than one year from the date of acquisition;




     (2) certificates of deposit and time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any United States commercial bank having capital
and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;




     (3) repurchase obligations with a term of not more than 14 days for underlying
securities of the types described in clauses (1) and (2) above entered into with any
financial institution meeting the qualifications specified in clause (2) above;




     (4) commercial paper having a rating of at least “P-2” or better from Moody’s or at
least “A-2” or better from S&P, or carrying an equivalent rating by an internationally
recognized rating agency and, in each case, maturing within one year after the date of
acquisition;




     (5) Auction-rate, corporate and municipal securities, in each case (x) having either
short-term debt ratings of at least “P-2” or better from Moody’s or at least “A-2” or better
from S&P or long-term senior debt ratings of “A2” or better from Moody’s or at least “A” or
better from S&P, or carrying an equivalent rating by an internationally recognized rating
agency, (y) having repricings or maturities of not more than one year from the date of
acquisition and (z) which are classifiable as cash and cash equivalents under GAAP;




     (6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition; or




     (7) in the case of Parent or any Foreign Subsidiary:




     (a) direct obligations of the sovereign nation, or any agency thereof, in which
Parent or such Foreign Subsidiary is organized and is conducting business or in
obligations fully and unconditionally guaranteed by such sovereign nation, or any
agency thereof; provided, that such obligations have repricings or maturities of not
more than one year from the date of acquisition and are used by Parent or such
Foreign Subsidiary in accordance with normal investment practices for cash
management in investments of the type analogous to clauses (1) through (5) above; or



-4-









 






     (b) investments of the type and maturity described in clauses (1) through (5)
above of foreign obligors, which investments or obligors have ratings described in
such clauses or equivalent ratings from internationally recognized rating agencies;
provided, that such investments are used by Parent or such Foreign Subsidiary in
accordance with normal investment practices for cash management in investments of
the type analogous to clauses (1) through (5) above.



     “CBCA” means the Canada Business Corporations Act.



     “CCAA” means the Companies’ Creditors Arrangement Act (Canada).



     “Change of Control” means the occurrence of any of the following:




     (1) Parent ceases to own and control, directly or indirectly, beneficially or of
record, 100% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of the Company;




     (2) any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes
the Beneficial Owner, other than by way of merger or consolidation of Parent, of shares of
Parent’s Voting Stock representing (i) 50% or more of the total voting power of all of
Parent’s outstanding Voting Stock or (ii) the power, directly or indirectly, to elect a
majority of the members of Parent’s Board of Directors;




     (3) Parent consolidates with, or merges with or into, another Person, or Parent,
directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of the properties or assets of Parent and its Restricted
Subsidiaries, taken as a whole (other than by way of merger or consolidation), in one or a
series of related transactions, or any Person consolidates with, or merges with or into,
Parent, in any such event other than pursuant to a transaction in which the Persons that
Beneficially Owned the shares of Parent’s Voting Stock immediately prior to such transaction
Beneficially Own at least a majority of the total voting power of all outstanding Voting
Stock (other than Disqualified Stock) of the surviving or transferee Person;




     (4) the holders of Parent’s or the Company’s Capital Stock approve any plan or proposal
for the liquidation or dissolution of Parent or the Company (whether or not otherwise in
compliance with this Indenture); or




     (5) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of Parent (together with any new directors
whose election by such Board of Directors or whose nomination for election by the
shareholders of Parent has been approved by a majority of the directors then still in office
who either were directors at the beginning of such period or whose election or
recommendation for election was previously so approved) cease to constitute a majority of
the Board of Directors of Parent.



     “Clearstream” means Clearstream Banking, société anonyme, Luxembourg.



     “Company” means the party named as such in the first paragraph of this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Company.



-5-









 





     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus:




     (1) an amount equal to any extraordinary loss plus any net loss realized by such Person
or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus




     (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




     (3) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to
the extent that any such expense was deducted in computing such Consolidated Net Income;
plus




     (4) any restructuring charges or expenses (which, for the avoidance of doubt, shall
include retention, severance, systems establishment costs, excess pension charges, contract
termination costs and costs to consolidate facilities and relocate employees), to the extent
that any such charge or expense was deducted in computing such Consolidated Net Income; plus




     (5) fees and expenses in connection with any proposed or actual issuance of any
Indebtedness or Equity Interests, or any proposed or actual acquisitions, Investments, Asset
Sales or divestitures permitted to be incurred under this Indenture, in an aggregate amount
not to exceed $25.0 million during any one fiscal year of Parent; plus




     (6) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period), and other non-cash
charges or expenses (including impairment charges and other write-offs of intangible assets
and goodwill but excluding any such non-cash charge or expense to the extent that it
represents an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation, amortization and other
non-cash charges or expenses were deducted in computing such Consolidated Net Income; minus




     (7) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business,


in each case, on a consolidated basis and determined in accordance with GAAP.




     Notwithstanding the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Parent
(other than the Company or any Subsidiary Guarantor) will be added to Consolidated Net Income to
compute Consolidated Cash Flow of Parent only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to Parent by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without direct or indirect
restriction pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.



     “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:



-6-









 






     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only to the extent
of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;




     (2) the Net Income of any Restricted Subsidiary (other than the Company or any
Subsidiary Guarantor) will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders;




     (3) the cumulative effect of a change in accounting principles will be excluded;




     (4) any extraordinary or nonrecurring gain or loss and any expense or charge in
connection with acquired intellectual property and research & development will be excluded;




     (5) any extraordinary or nonrecurring gain or loss and any expense or charge
attributable to the disposition of discontinued operations will be excluded;




     (6) any amortization expense incurred during such period with respect to products
acquired by Parent or any of its Subsidiaries that are used or useful in a Permitted
Business will be excluded;




     (7) any gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of
any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of
any Indebtedness of such Person or any of its Restricted Subsidiaries will be excluded; and




     (8) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss) will be excluded.



     “Consolidated Total Assets” means, as of any date of determination, the total assets shown on
the consolidated quarterly or annual balance sheet of Parent and its Restricted Subsidiaries as of
the most recent date for which such a quarterly or annual balance sheet is available, determined on
a consolidated basis in accordance with GAAP (and in the case of any determination relating to any
incurrence of Indebtedness or Investment, on a pro forma basis). In addition, “Consolidated Total
Assets” will be calculated in a manner consistent with the definition of “Fixed Charge Coverage
Ratio” to give effect to transactions that occurred after the date of the most recent quarterly or
annual balance sheet date.



     “Corporate Trust Office” means the designated office of the Trustee at which at any particular
time its corporate trust business shall be administered which office at the date of the execution
of this Indenture is located at 700 South Flower Street, Suite 500, Los Angeles, California 90017,
Attention: Corporate Trust Administration or at any other time at such other address as the
Trustee may designate from time to time by notice to the Company.



     “Credit Agreement” means the Credit and Guaranty Agreement, dated as of September 27, 2010, by
and among the Company, Parent, certain of Parent’s Subsidiaries, the lenders and agents referred to
therein, Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, as



-7-









 




amended, supplemented, restated or otherwise modified, together with the related documents
thereto (including any guarantees and security documents).




     “Credit Facilities” means the facilities under the Credit Agreement and one or more other debt
facilities, credit agreements, commercial paper facilities, indentures or other agreements incurred
after the Issue Date, in each case with banks, institutional lenders, purchasers, investors,
trustees or agents providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables), letters of credit or other extensions of credit
or other Indebtedness, in each case including any notes, mortgages, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in each case as
amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other provisions) from time to
time, and any agreement or instrument (and related documents) governing Indebtedness incurred to
refinance or replace, in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such facilities or a successor facility, whether by the same or
any other bank, institutional lender, purchaser, investor, trustee or agent or group thereof.



     “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator, receiver-manager,
custodian, administrative receiver, administrator or similar official under any Bankruptcy Law.



     “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.



     “Definitive Securities” means Securities that are in substantially the form attached hereto as
Exhibit A and that do not include the information to which footnotes 1, 6 and 7 thereof apply.



     “Designated Noncash Consideration” means noncash consideration received by Parent or one of
its Restricted Subsidiaries in connection with an Asset Sale that is designated by Parent as
Designated Noncash Consideration, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Noncash Consideration, which cash and Cash
Equivalents shall be considered Net Proceeds received as of such date and shall be applied pursuant
to Section 4.14.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the
Securities mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the right to require Parent
or the Company to repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that
Parent or the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.8 hereof



     “Dollar Equivalent” of any amount means, at the time of determination thereof,




     (1) if such amount is expressed in U.S. dollars, such amount, or




     (2) if such amount is expressed in any other currency, the equivalent of such amount in
U.S. dollars determined by using the rate of exchange quoted by Goldman, Sachs & Co. in



-8-









 






New York, New York at 11:00 a.m. (New York City time) on the date of determination (or,
if such date is not a Business Day, the last Business Day prior thereto) to prime banks in
New York for the spot purchase in the New York currency exchange market of such amount of
U.S. dollars with such currency.



     “Domestic Subsidiary” means any Restricted Subsidiary that was formed under the laws of the
United States or any state thereof or the District of Columbia.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means a public or private offering of Equity Interests (other than
Disqualified Stock).



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of
the Euroclear System.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.



     “Existing Indebtedness” means Indebtedness of Parent and its Restricted Subsidiaries (other
than Indebtedness under the Credit Agreement incurred under Section 4.9(b)(i) hereof) in existence
on the date of this Indenture, until such amounts are repaid.



     “Fair Market Value” means the price that could be negotiated in an arm’s-length transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom is under undue
pressure or compulsion to complete the transaction, determined in good faith by the Board of
Directors of Parent (unless otherwise provided in this Indenture).



     “Fall Away Event” means such time as the Securities shall have an Investment Grade Rating and
Parent or the Company shall have delivered to the Trustee an Officers’ Certificate certifying that
the foregoing condition has been satisfied.



     “Final Maturity Date” means December 1, 2018.



     “Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will
be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred
stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.



     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:



-9-









 






     (1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through consolidations or mergers and including any related
financing transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date will be given pro forma effect as
if they had occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period will be calculated on a pro forma basis in accordance
with Regulation S-X promulgated by the SEC;




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded; and




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.



     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Interest Rate Hedging Obligations; plus




     (2) the consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus




     (3) any interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;
plus




     (4) all dividends, whether paid or accrued and whether or not in cash, on any
Disqualified Stock or any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of
Parent (other than Disqualified Stock) or to Parent or a Restricted Subsidiary of Parent, in
each case, on a consolidated basis and in accordance with GAAP.



     “Foreign Subsidiary” means a Restricted Subsidiary that is not organized or existing under the
laws of the United States of America or any state or territory thereof or the District of Columbia
or is a Restricted Subsidiary of such Foreign Subsidiary.



     “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



-10-









 




other statements by such other entity as have been approved by a significant segment of the
accounting profession, as in effect on the date of this Indenture.




     “Global Securities” means the Securities that are substantially in the form attached hereto as
Exhibit A, and that include the information called for by footnotes 1, 6 and 7 thereof, and which
are deposited with the Depositary or its custodian and registered in the name of the Depositary or
its nominee.



     “Government Securities” means direct non-callable obligations of, or guaranteed by, the United
States of America for the timely payment of which guarantee or obligations the full faith and
credit of the United States is pledged.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection 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.



     “Hedging Obligations” means, with respect to any specified Person:




     (1) Interest Rate Hedging Obligations; and




     (2) the obligations of such Person under agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates.



     “Holder” or “Securityholder” means the person in whose name a Security is registered on the
Registrar’s books.



     “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 or Attributable Debt in respect of sale and
leaseback transactions;




     (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 net payment obligations under any Hedging Obligations,


if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
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 (x) 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), the amount of such obligation being deemed to be
the lesser of the Fair Market Value of such asset and the amount of the obligation so secured and
(y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness
of any other Person.







-11-









 








     Notwithstanding the foregoing, in connection with the purchase by a Person or any of its
Restricted Subsidiaries of any business, the term “Indebtedness” will exclude post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a
final closing balance sheet, working capital calculation or other similar method or such payment
depends on the performance of such business after the closing; provided, however, that, at the time
of closing, the amount of any such payment is not determinable or is of a contingent nature and, to
the extent such payment thereafter becomes fixed and finally determined, the amount is paid within
60 days thereafter.



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




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




     (2) 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 pursuant to the
terms of this Indenture.



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




     (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.



     “Investment Grade Rating ” means a rating of Baa3 or better by Moody’s and BBB- or better by
S&P (or its equivalent under any successor rating categories of Moody’s or S&P) (or, in each case,
if such Rating Agency ceases to rate the Securities for reasons outside of the control of Parent or
the Company, the equivalent investment grade credit rating from any Rating Agency selected by the
Company as a replacement Rating Agency).



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.
If (i) Parent or any Restricted Subsidiary of Parent sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of Parent such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent or (ii)
a Restricted Subsidiary of Parent is redesignated as an Unrestricted Subsidiary, Parent will be
deemed to have made an Investment on the date of any such sale, disposition or redesignation equal
to the Fair Market Value of Parent’s Investments in such Subsidiary that were not sold or disposed
of in an amount determined as provided in Section 4.8(c) hereof. The acquisition by Parent or any
Restricted Subsidiary of Parent of a Person that holds an Investment in a third Person will be
deemed to be an Investment by Parent or such Restricted Subsidiary in such third Person (but only
to the extent such Investment in a third person is material to the acquired entity) in an amount
equal to the Fair Market Value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in Section 4.8(c) hereof. For the avoidance of



-12-









 




doubt, acquisitions of or licenses for products or assets used or useful in a Permitted
Business do not constitute Investments.




     “Issue Date” means November 23, 2010, the date of the initial issuance of the Securities under
this Indenture.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge (fixed and/or
floating), security interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.



     “Merger” means the merger of Beach Merger Corp., an indirect wholly owned subsidiary of
Parent, with and into the Company, with the Company continuing as the surviving corporation and as
an indirect wholly owned subsidiary of Parent, consummated on September 28, 2010.



     “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency
business thereof.



     “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends.



     “Net Proceeds” means the aggregate cash proceeds received by Parent or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon
the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses incurred as a result of
the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing arrangements, and amounts
required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.



     “Non-Recourse Debt” means Indebtedness:




     (1) as to which none of Parent or any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness (other than
the Securities) of Parent or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable
prior to its stated maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Parent or any of its Restricted Subsidiaries.



-13-









 





     “Non-U.S. Person” means a Person who is not a U.S. Person.



     “Note Guarantee” means each Guarantee of the obligations with respect to the Securities issued
by Parent or a Subsidiary of Parent pursuant to the terms of this Indenture.



     “Note Guarantor” means Parent and each Subsidiary of Parent that becomes a guarantor of the
Securities on the Issue Date, and each other Subsidiary of Parent that thereafter Guarantees the
Securities pursuant to the terms of this Indenture.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Offering Circular” means the Offering Circular dated November 18, 2010, with respect to the
Securities.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Controller, Treasurer, the Secretary or any
Assistant Controller, Assistant Treasurer or Assistant Secretary of the Company.



     “Officers’ Certificate” means a certificate signed by two Officers; provided, however, that
for purposes of Section 4.4 hereof, “Officers’ Certificate” means a certificate signed by the
principal executive officer, principal financial officer or principal accounting officer of the
Company and by one other Officer.



     “Opinion of Counsel” means a written opinion from legal counsel reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to Company.



     “Parent” means the party named as such in the first paragraph of this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter
“Parent” shall mean such successor Parent.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a person who
has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to
the Depository Trust Company, shall include Euroclear and Clearstream.



     “Permitted Business” means any business conducted by Parent and its Restricted Subsidiaries on
the Issue Date and any business that is in the judgment of Parent reasonably related, ancillary or
complementary to the business of Parent and its Restricted Subsidiaries on the Issue Date.



     “Permitted Investments” means:




     (1) any Investment in Parent or in a Restricted Subsidiary of Parent;




     (2) any Investment in cash and Cash Equivalents;




     (3) any Investment by Parent or any Subsidiary of Parent in a Person, if as a result of
such Investment:




     (a) such Person becomes a Restricted Subsidiary of Parent; or




     (b) such Person is merged or consolidated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, Parent or a
Restricted




-14-











 






Subsidiary of Parent;




     (4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.14 hereof;




     (5) any Investments made solely in exchange for the issuance of Equity Interests (other
than Disqualified Stock) of Parent;




     (6) any Investments received in compromise of obligations owed to Parent or any of its
Restricted Subsidiaries created in the ordinary course of business, including pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor or customer or in satisfaction of judgments;




     (7) receivables owing to Parent or any Restricted Subsidiary of Parent if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with
customary trade terms (which trade terms may include such concessionary trade terms as
Parent or any such Restricted Subsidiary deems reasonable under the circumstances), and
other Investments to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation, performance
and other similar deposits made in the ordinary course of business by Parent or any
Restricted Subsidiary;




     (8) Investments represented by Hedging Obligations;




     (9) Investments in existence on the date of this Indenture and any extension,
modification or renewal of any such Investments, but only to the extent such extension,
modification or renewal does not involve additional advances, contributions or other
Investments of cash or other assets or other increases thereof (other than as a result of
the accrual or accretion of interest or original issue discount or the issuance of
pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect
on the date of this Indenture);




     (10) payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business;




     (11) loans and advances to officers, directors and employees in the ordinary course of
business in the aggregate amount outstanding at any one time not to exceed $25.0 million;




     (12) Investments in a Permitted Joint Venture, when taken together with all other
Investments made pursuant to this clause (12) that are at the time outstanding, not to
exceed the greater of (x) $250.0 million and (y) 2.5% of Consolidated Total Assets; and




     (13) other Investments in any Person having an aggregate Fair Market Value (measured on
the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (13)
that are at the time outstanding, not to exceed the greater of (x) $500.0 million and (y)
5.0% of Consolidated Total Assets.



     “Permitted Joint Venture” means any joint venture (which may be in the form of a limited
liability company, partnership, corporation or other entity) in which Parent or any of its
Restricted Subsidiaries is a joint venturer; provided, however, that (a) the joint venture is
engaged solely in a Permitted Business and (b) Parent or a Restricted Subsidiary is required by the
governing documents of



-15-









 




the joint venture or an agreement with the other parties to the joint venture to participate
in the management of such joint venture as a member of such joint venture’s Board of Directors or
otherwise.




     “Permitted Liens” means:




     (1) Liens securing Indebtedness and other Obligations under Credit Facilities that were
permitted by the terms of this Indenture to be incurred under Section 4.9(b)(i) hereof;




     (2) Liens in favor of Parent, the Company or any Subsidiary Guarantor;




     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with or is acquired by Parent or any Subsidiary of Parent; provided,
that such Liens were not incurred in contemplation of such merger, consolidation or
acquisition and do not extend to any assets other than those of the Person merged into,
consolidated with or acquired by Parent or the Subsidiary;




     (4) Liens on property existing at the time of acquisition of the property by Parent or
any Subsidiary of Parent, provided, that such Liens were not incurred in contemplation of
such acquisition;




     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;




     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.9(b)(iv) or Section 4.9(b)(v) hereof, covering only the assets acquired with such
Indebtedness (and improvements or accessions thereto);




     (7) Liens existing on the date of this Indenture;




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




     (9) Liens securing Hedging Obligations;




     (10) Liens arising by reason of deposits necessary to obtain standby letters of credit
in the ordinary course of business;




     (11) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Indenture; provided, however, that:




     (a) the new Lien shall be limited to all or part of the same property and
assets that secured or, under the written agreements pursuant to which the original
Lien arose, could secure the original Lien (plus improvements and accessions to,
such property or proceeds or distributions thereof); and




     (b) the Indebtedness secured by the new Lien is not increased to any amount
greater than the sum of (x) the outstanding principal amount or, if greater,
committed amount, of the Permitted Refinancing Indebtedness and (y) an amount
necessary to pay



-16-









 







any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement;




     (12) Liens incurred in the ordinary course of business of Parent or any Restricted
Subsidiary of Parent with respect to obligations that do not exceed the greater of (x)
$100.0 million and (y) 1.0% of Consolidated Total Assets at any one time outstanding;




     (13) survey title exceptions, title defects, encumbrances, easements, reservations of,
or rights of others for, rights of way, sewers, electric lines, telegraph or telephone lines
and other similar purposes or zoning or other restrictions as to the use of real property
not materially interfering with the ordinary conduct of the business of Parent and its
Subsidiaries taken as a whole;




     (14) Liens arising by operation of law in favor of landlords, mechanics, carriers,
warehousemen, materialmen, laborers, employees, suppliers or the like, incurred in the
ordinary course of business for sums which are not yet delinquent or are being contested in
good faith by negotiations or by appropriate proceedings which suspend the collection
thereof;




     (15) Liens arising out of judgments, decrees, orders or awards in respect of which
Parent or a Restricted Subsidiary of Parent shall in good faith be prosecuting an appeal or
proceedings for review which appeal or proceedings shall not have been finally terminated,
or if the period within which such appeal or proceedings may be initiated shall not have
expired;




     (16) Liens securing the Securities and the Note Guarantees with respect thereto;




     (17) Liens securing one or more local working capital facilities of Foreign
Subsidiaries, so long as such Liens do not extend to the assets of any Person other than
such foreign Restricted Subsidiaries;




     (18) Liens on assets of Foreign Subsidiaries securing Indebtedness incurred by Foreign
Subsidiaries pursuant to Section 4.9(b)(xiii) hereof;




     (19) Liens imposed pursuant to licenses, sublicenses, leases and subleases which do not
materially interfere with the ordinary conduct of the business of Parent or any of its
Restricted Subsidiaries;




     (20) Liens incurred to secure cash management services in the ordinary course of
business;




     (21) customary restrictions on, or options, contracts or other agreements for,
transfers of assets contained in agreements related to any sale of assets pending such sale;
provided that such restrictions apply only to the assets to be sold and such sale is
otherwise permitted by this Indenture;




     (22) Liens securing obligations to the trustee arising under this Indenture;




     (23) Liens on trusts, cash or Cash Equivalents or other funds provided in connection
with the defeasance (whether by covenant or legal defeasance), discharge or redemption of
Indebtedness; provided that such defeasance, discharge or redemption is otherwise permitted
by this Indenture; and



-17-









 






     (24) Liens to secure any Indebtedness permitted to be incurred pursuant to Section 4.9,
provided that, in the case of this clause (24), at the time of its incurrence and after
giving pro forma effect thereto, the Secured Leverage Ratio would be no greater than 2.50 to
1.0.



     “Permitted Refinancing Indebtedness” means any Indebtedness of Parent or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of Parent or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided, that:




     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or
refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Securities, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Securities on terms at least as favorable to the
Holders of Securities as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and




     (4) if the Indebtedness being refinanced is Indebtedness of Parent, the Company or a
Subsidiary Guarantor, such Permitted Refinancing Indebtedness is also Indebtedness of
Parent, the Company or a Subsidiary Guarantor.



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



     “Post-Merger Special Dividend” means a Restricted Payment in the aggregate amount of up to
$325.0 million, to be made on or prior to December 31, 2010, as may be approved by the Board of
Directors of Parent.



     “Principal” or “principal” of a debt security, including the Securities, means the principal
of the security plus, when appropriate, the premium, if any, on the security.



     “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Securities for reasons outside of the control of Parent or the Company, a nationally recognized
statistical rating organization under the Exchange Act selected by the Company as a replacement
agency for Moody’s or S&P, as the case may be.



     “Redemption Date” or “redemption date” means the date specified for redemption of the
Securities in accordance with the terms thereof and this Indenture.



     “Regulation S” means Regulation S under the Securities Act or any successor to such
regulation.



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     “Regulation S Global Security” means a Global Security in substantially the form of Exhibit A
hereto that includes the information called for by footnotes 1, 6 and 7 thereof and that is
deposited with or on behalf of and registered in the name of the Depositary or its nominee.



     “Restricted Definitive Security” means a Definitive Security that is a Restricted Security.



     “Restricted Global Security” means a permanent Global Security in substantially the form of
Exhibit A attached hereto that bears the Global Security Legend and that has the “Schedule of
Exchanges of Interests in the Global Security” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary or a nominee of the Depositary, representing
Securities that bear the Legend.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Security” means a Security required to bear the restricted legend set forth in the
form of Securities set forth in Exhibit A of this Indenture.



     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary. For the avoidance of doubt, the Company shall at all times be considered
a Restricted Subsidiary of Parent.



     “Rule 144” means Rule 144 promulgated under the Securities Act or any successor to such rule.



     “Rule 144A” means Rule 144A promulgated under the Securities Act or any successor to such
rule.



     “Rule 903” means Rule 903 promulgated under the Securities Act.



     “Rule 904” means Rule 904 promulgated under the Securities Act.



     “S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency
business thereof.



     “SEC” means the Securities and Exchange Commission.



     “Secured Leverage Ratio” means the ratio of (i) total consolidated Indebtedness of Parent and
its Restricted Subsidiaries that is secured by a Lien on assets of Parent and its Restricted
Subsidiaries, after giving effect to all incurrences and repayments of Indebtedness on the relevant
transaction date, to (ii) Consolidated Cash Flow of Parent for the most recent four consecutive
full fiscal quarters for which financial statements are available ending on or prior to the
transaction date. In addition, the “Secured Leverage Ratio” will be calculated in a manner
consistent with the definition of “Fixed Charge Coverage Ratio” to give effect to transactions that
would require pro forma adjustments to such ratio.



     “Securities” means the 6.875% Senior Notes due 2018 (each, a “Security”), as amended or
supplemented from time to time, that are issued under this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.



     “Securities Custodian” means the Trustee, as custodian with respect to the Securities in
global form, or any successor thereto.



-19-









 





     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated by the SEC, as such regulation is in
effect on the date hereof.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and will 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 of the
corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that 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 that Person or one or more Subsidiaries of that Person (or any combination
thereof).



     “Subsidiary Guarantee” means each Guarantee of the Obligations with respect to the Securities
issued by a Subsidiary of Parent pursuant to the terms of this Indenture.



     “Subsidiary Guarantor” means any Subsidiary that has issued a Subsidiary Guarantee.



     “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations
thereunder as in effect on the date of this Indenture and except to the extent any amendment to the
Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on
another date.



     “Total Leverage Ratio” means the ratio of (i) total consolidated Indebtedness of Parent and
its Restricted Subsidiaries, after giving effect to all incurrences and repayments of Indebtedness
on the transaction date, to (ii) Consolidated Cash Flow of Parent and its Restricted Subsidiaries
for the most recent four consecutive full fiscal quarters for which financial statements are
available ending on or prior to the transaction date. In addition, the “Total Leverage Ratio” will
be calculated in a manner consistent with the definition of “Fixed Charge Coverage Ratio” to give
effect to the transactions that would require pro forma adjustments to such ratio.



     “Treasury Rate” means the rate per annum equal to the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity most nearly equal to the
period from such date of redemption to December 1, 2014; provided, however, that if the period from
such date of redemption to December 1, 2014 is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are given, except that if
the period from such date of redemption to December 1, 2014 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year shall be used.



     “Trustee” means the party named as such in the first paragraph of this Indenture until a
successor replaces it in accordance with the provisions of this Indenture, and thereafter means the
successor.



-20-









 





     “Trust Officer” shall mean, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.



     “Unrestricted Subsidiary” means any Subsidiary (other than the Company) of Parent that is
designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary:




     (1) has no Indebtedness other than Non-Recourse Debt;




     (2) is not party to any agreement, contract, arrangement or understanding with Parent
or any Restricted Subsidiary of Parent unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to Parent or such Restricted Subsidiary,
in each case, taken as a whole, than those that might be obtained at the time from Persons
who are not Affiliates of Parent;




     (3) is a Person with respect to which neither Parent nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (4) has not Guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Parent or any of its Restricted Subsidiaries.



     Any designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.8 hereof. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Parent
as of such date, and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.9 hereof, Parent will be in default of such covenant. The Board of Directors of Parent
may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of
Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will
only be permitted if (1) such Indebtedness is permitted under Section 4.9 hereof, calculated on a
pro forma basis as if such designation had occurred at the beginning of the four-quarter reference
period; and (2) no Default or Event of Default would be in existence following such designation.



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



     “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.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:



-21-









 






     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.



     “WURA” means the Winding-Up and Restructuring Act (Canada).



     Section 1.2 Other Definitions.



	 	 	 	 	 
	 	 	DEFINED IN
	TERM	 	SECTION
	 
	 	 	 	 
	“Additional Amounts”

	 	 	4.2	2(a)
	“Affiliate Transaction”

	 	 	4.1	3(a)
	“Agent Members”

	 	 	2.1	(b)
	“Asset Sale Offer”

	 	 	4.1	4(c)/3.14
	“Authorized Agent”

	 	 	11.1	6
	“Benefited Party”

	 	 	10.1	(b)
	“Change of Control Offer”

	 	 	3.8	(b)
	“Change of Control Purchase Date”

	 	 	3.8	(b)
	“Change of Control Purchase Notice”

	 	 	3.8	(c)
	“Change of Control Purchase Price”

	 	 	3.8	(a)
	“Company Notice”

	 	 	3.8	(b)
	“Company Order”

	 	 	2.2	 
	“Covenant Defeasance”

	 	 	8.3	 
	“Depositary”

	 	 	2.1	(a)
	“DTC”

	 	 	2.1	(a)
	“EU Savings Tax Directive”

	 	 	4.2	2(b)(v)
	“EU-Swiss Savings Tax Agreement”

	 	 	4.2	2(b)(v)
	“Event of Default”

	 	 	6.1	 
	“Excess Proceeds”

	 	 	4.1	4(c)
	“incur”

	 	 	4.9	(a)
	“Judgment Currency”

	 	 	11.1	7
	“Legal Defeasance”

	 	 	8.2	 
	“Legal Holiday”

	 	 	11.7	 
	“Legend”

	 	 	2.1	2(a)
	“Notice of Default”

	 	 	6.1	 
	“Offer Amount”

	 	 	3.1	4
	“Offer Period”

	 	 	3.1	4
	“Parity Indebtedness”

	 	 	3.1	4
	“Paying Agent”

	 	 	2.3	 
	“Payment Default”

	 	 	6.1	(e)
	“Payor”

	 	 	4.2	2(a)
	“Permitted Debt”

	 	 	4.9	(b)
	“Purchase Date”

	 	 	3.1	4
	“QIB”

	 	 	2.1	(a)
	“Registrar”

	 	 	2.3	 
	“Relevant Taxing Jurisdiction”

	 	 	 4.2	2(a)






-22-








 






	 	 	 	 	 
	 	 	DEFINED IN
	TERM	 	SECTION
	 
	 	 	 	 
	“Restricted Payments”

	 	 	4.8	(a)
	“Tax”

	 	 	4.2	2(a)






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




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




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




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




     (D) provisions apply to successive events and transactions;




     (E) the term “merger” includes a statutory share exchange and the term “merged” has a
correlative meaning;




     (F) the masculine gender includes the feminine and the neuter;




     (G) references to agreements and other instruments include subsequent amendments
thereto;




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




     (I) references to ratings by Moody’s or S&P shall include any successor equivalent
ratings if either Moody’s or S&P changes its ratings scale subsequent to the date of this
Indenture;




     (J) except as otherwise provided for herein, the Securities will be treated as a single
class for all purposes under this Indenture, including, without limitations, waivers,
amendments, redemptions and offers to purchase; and




     (K) a reference to a statute includes all regulations made pursuant to such statute
and, unless otherwise specified, the provisions of any statute or regulation which amends,
revises, restates, supplements or supersedes any such statute or any such regulation.



ARTICLE 2




THE SECURITIES



     Section 2.1 Form and Dating. The Securities and the Trustee’s certificate of authentication shall
be substantially in the form set forth in Exhibit A, which is incorporated in and made part of this
Indenture. The Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. The Company shall provide any such notations, legends or endorsements to
the Trustee in writing. The Securities shall be in a minimum denomination of $2,000 and integral
multiples of $1,000 in excess thereof. Each Security shall be dated the date of its
authentication. The Securities are being



-23-









 




offered and sold by the Company in transactions exempt from, or not subject to, the
registration requirements of the Securities Act.





     (a) Restricted Global Securities. All of the Securities are initially being
offered and sold to (i) qualified institutional buyers as defined in Rule 144A
(collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the
Securities Act or (ii) outside the United States to persons other than U.S. persons in
reliance upon Regulation S under the Securities Act, and shall be issued initially in the
form of one or more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, as custodian for the
depositary, The Depository Trust Company (“DTC”) (such depositary, or any successor thereto,
being hereinafter referred to as the “Depositary”), and registered in the name of its
nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global Securities
may from time to time be increased or decreased by adjustments made on the records of the
Securities Custodian as hereinafter provided, subject in each case to compliance with the
Applicable Procedures.




     (b) Form of Securities. Global Securities shall be substantially in the form
of Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule
of Exchanges of Interests in the Global Security” attached thereto). Definitive Securities
shall be substantially in the form of Exhibit A attached hereto (but without the Global
Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global
Security” attached thereto). Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Securities from time to time endorsed thereon and
that the aggregate principal amount of outstanding Securities represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Security to reflect the amount of any increase or decrease in
the aggregate principal amount of outstanding Securities represented thereby shall be made
by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.12 hereof and shall
be made on the records of the Trustee and the Depositary.




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




     (c) Additional Securities. Subject to compliance with the provisions of
Section 4.9 hereof, the Company may issue Additional Securities in an unlimited amount under
this Indenture.




     (d) Regulation S Global Securities. Securities offered and sold in reliance on
Regulation S shall be issued in the form of the Regulation S Global Security, which shall be
deposited on behalf of the purchasers of the Securities represented thereby with the
Trustee, as



-24-









 







custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Regulation S Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee, as the case may be, in connection with transfers of interest
as hereinafter provided.




     (e) Book Entry Provisions. The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(e), authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary or its nominee, (ii)
shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instructions and (iii) shall bear legends substantially in the form of the first paragraph
of Exhibit A attached hereto.



     Section 2.2 Execution and Authentication. An Officer of the Company shall sign the Securities for
the Company by manual or facsimile signature. Typographic and other minor errors or defects in any
such facsimile signature shall not affect the validity or enforceability of any Security which has
been authenticated and delivered by the Trustee.



     If an Officer whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.



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



     The Trustee shall authenticate and make available for delivery the Securities for original
issue in an initial aggregate principal amount of $1,000,000,000 upon receipt of a written order of
the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall
specify the amount of Securities to be authenticated and shall provide that all such Securities
will be represented by a Restricted Global Security and the date on which each original issue of
Securities is to be authenticated. The aggregate principal amount of the Securities outstanding at
any time may not exceed $1,000,000,000, except as provided in Sections 2.1(c), 2.1(d) and 2.7
hereof.



     The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may
appoint an authenticating agent acceptable to the Company to authenticate Securities. An
authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the Company or an
Affiliate of the Company.



     The Securities shall be issuable only in registered form without coupons and only in minimum
denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof.



     Section 2.3 Registrar and Paying Agent. The Company shall maintain one or more offices or
agencies where Securities may be presented for registration of transfer or for exchange (each, a
“Registrar”), one or more offices or agencies where Securities may be presented for payment (each,
a “Paying Agent”) and one or more offices or agencies where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The Company will at all
times maintain a Paying Agent, Registrar and an office or agency where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served in the Borough of
Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of
their transfer and exchange.



-25-









 





     The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture. The agreement shall implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to
this Indenture. If the Company fails to maintain a Registrar, Paying Agent or agent for service of
notices and demands in any place required by this Indenture, or fail to give the foregoing notice,
the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent
(except for the purposes of Section 4.1 and Article 8).



     The Company hereby initially designates the Trustee as Paying Agent, Registrar and Securities
Custodian, and the office or agency of the Trustee in the Borough of Manhattan, The City of New
York (which shall initially be the office located at 101 Barclay Street — 8W, New York, NY 10286)
as one such office or agency of the Company for each of the aforesaid purposes.



     Section 2.4 Paying Agent to Hold Money in Trust. Prior to 11:00 a.m., New York City time, on each
due date of the principal of or interest on any Securities, the Company shall deposit with a Paying
Agent a sum sufficient to pay such principal or interest, if any, so becoming due. A Paying Agent
shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying
Agent for the payment of principal of or interest, on the Securities, and shall notify the Trustee
of any default by the Company (or any other obligor on the Securities) in making any such payment.
If the Company or an Affiliate of the Company acts as Paying Agent, the Company or such Affiliate
shall, before 11:00 a.m., New York City time, on each due date of the principal of or interest on
any Securities, segregate the money and hold it as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee, and the Trustee may at any
time during the continuance of any Default, upon written request to a Paying Agent, require such
Paying Agent to pay forthwith to the Trustee all sums so held in trust by such Paying Agent. Upon
doing so, the Paying Agent (other than the Company) shall have no further liability for the money.



     Section 2.5 Securityholder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee on
or before each interest payment date, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.



     Section 2.6 Transfer and Exchange.



     (a) Subject to compliance with any applicable additional requirements contained in Section
2.12 hereof, when a Security is presented to a Registrar with a request to register a transfer
thereof or to exchange such Security for an equal principal amount of Securities of other
authorized denominations, the Registrar shall register the transfer or make the exchange as
requested; provided, however, that every Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if
applicable, a transfer certificate in the form(s) included in Exhibit A and Exhibit C, as
applicable, and in form satisfactory to the Registrar, duly executed by the Holder thereof or its
attorney duly authorized in writing. To permit registration of transfers and exchanges, upon
surrender of any Security for registration of transfer or exchange at an office or agency
maintained pursuant to Section 2.3 hereof, the Company shall execute and the Trustee shall
authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any
exchange or transfer shall be without charge, except that the Company or the Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to
Section 2.10, 2.12(a), 3.6, 3.11 or 9.5 hereof.



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     Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a
transfer of any Securities or portions thereof in respect of which a Change of Control Purchase
Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by
the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof
not to be purchased).



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



     (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such
information as the Trustee may reasonably require in connection with the delivery by such Registrar
of Securities upon transfer or exchange of Securities.



     (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of this Indenture and/or applicable United States federal, state,
Canadian federal, provincial or territorial securities law.



     Section 2.7 Replacement Securities. If any mutilated Security is surrendered to the Company, a
Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is delivered to the
Company, the applicable Registrar and the Trustee such security or indemnity as will be required by
them to save each of them harmless, then, in the absence of notice to the Company, such Registrar
or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall
execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for
any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, or is about to be purchased by the Company pursuant to Article 3, the
Company in their discretion may, instead of issuing a new Security, pay or purchase such Security,
as the case may be.



     Upon the issuance of any new Securities under this Section 2.7, 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 reasonable expenses (including the reasonable fees and expenses of
the Trustee or the Registrar) in connection therewith.



     Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.



     The provisions of this Section 2.7 are (to the extent lawful) exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.



     Section 2.8 Outstanding Securities. Securities outstanding at any time are all Securities
authenticated by the Trustee, except for those canceled by it, those delivered to it for
cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not
outstanding.




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     If a Security is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding
unless the Company receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.



     If a Paying Agent (other than the Company or an Affiliate of the Company) holds on a
Redemption Date, Change of Control Purchase Date or the Final Maturity Date money sufficient to pay
the principal of (including premium, if any) and interest on Securities (or portions thereof)
payable on that date, then on and after such Redemption Date, Change of Control Purchase Date or
the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may
be) shall cease to be outstanding and interest on them shall cease to accrue.



     Subject to the restrictions contained in Section 2.9 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Security.



     Section 2.9 Treasury Securities. In determining whether the Holders of the required
principal amount of Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any Affiliate of the
Company or of such other obligor shall be disregarded, except that, for purposes of determining
whether the Trustee shall be protected in relying on any such notice, direction, waiver or consent,
only Securities which a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to the Securities and that the pledgee is neither the Company nor any other obligor on the
Securities or any Affiliate of the Company or of such other obligor.



     Section 2.10 Temporary Securities. Until Definitive Securities are ready for
delivery, the Company may prepare and execute, and, upon receipt of a Company Order, the Trustee
shall authenticate and deliver, temporary Securities. Temporary Securities shall be substantially
in the form of Definitive Securities but may have variations that the Company with the consent of
the Trustee considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate and deliver definitive Securities in
exchange for temporary Securities.



     Section 2.11 Cancellation. The Company at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee or its
agent any Securities surrendered to them for transfer, exchange, payment or conversion. The
Trustee and no one else shall cancel, in accordance with its standard procedures, all Securities
surrendered for transfer, exchange, payment, conversion or cancellation and shall deliver the
canceled Securities to the Company. All Securities which are purchased or otherwise acquired by
the Company or any of its Subsidiaries prior to the Final Maturity Date may be delivered to the
Trustee for cancellation or resold. The Company may not hold or resell such Securities or issue
any new Securities to replace any Securities delivered for cancellation



     Section 2.12 Legend; Additional Transfer and Exchange Requirements.



     (a) If Securities are issued upon the transfer, exchange or replacement of Securities subject
to restrictions on transfer and bearing the legends set forth on the form of Securities attached
hereto as Exhibit A (collectively, the “Legend”), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company such satisfactory evidence, which shall
include an opinion of counsel if requested by the Company, as may be reasonably required by the
Company, that neither the Legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144 under the Securities Act or
that such Securities are not “restricted” within the



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meaning of Rule 144 under the Securities Act; provided that no such evidence need be supplied
in connection with the sale of such Security pursuant to a registration statement that is effective
at the time of such sale. Upon (i) provision of satisfactory evidence if requested, or (ii)
notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee, at the written
direction of the Company, shall authenticate and deliver a Security that does not bear the Legend.
If the Legend is removed from the face of a Security and the Security is subsequently held by an
Affiliate of the Company, the Legend shall be reinstated.




     (b) A Global Security may not be transferred, in whole or in part, to any Person other than
the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided that the foregoing shall not prohibit any transfer of a Security that
is issued in exchange for a Global Security but is not itself a Global Security; provided further
that in no event shall a beneficial interest in a Regulation S Global Security be transferred to a
U.S. Person prior to the receipt by the Registrar of any certificates required pursuant to
Regulation S, as determined by the Company. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security has been registered
in the name of such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance
with this section 2.12.



     (c) Subject to the succeeding paragraph, every Security shall be subject to the restrictions
on transfer provided in the Legend. Whenever any Restricted Security is presented or surrendered
for registration of transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially the form set forth
in Exhibit A, dated the date of such surrender and signed by the Holder of such Security, as to
compliance with such restrictions on transfer. The Registrar shall not be required to accept for
such registration of transfer or exchange any Security not so accompanied by a properly completed
certificate.



     (d) The restrictions imposed by the Legend upon the transferability of any Security shall
cease and terminate when such Security has been sold pursuant to an effective registration
statement under the Securities Act or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period
applicable to sales thereof under Rule 144(d)(1)(ii) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have expired in
accordance with their terms or shall have terminated may, upon a surrender of such Security for
exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in
the event that such restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by, if requested by the Company or the Registrar, an
opinion of counsel reasonably acceptable to the Company and addressed to the Company to the effect
that the transfer of such Security has been made in compliance with Rule 144 or such successor
provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which
shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities Act. The Trustee
shall not be liable for any action taken or omitted to be taken by it in good faith in accordance
with the aforementioned opinion of counsel or registration statement.



     (e) As used in this Section 2.12, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Security.



     (f) The provisions of clauses (iii), (iv) and (v) below shall apply only to Global Securities:




     (i) Notwithstanding any other provisions of this Indenture or the Securities, a Global
Security shall not be exchanged in whole or in part for a Security registered in the name of
any



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Person other than the Depositary or one or more nominees thereof, provided that a Global
Security may be exchanged for Securities registered in the names of any person designated by
the Depositary in the event that (A) the Depositary (x) has notified the obligors that it is
unwilling or unable to continue as Depositary for such Global Security or (y) such
Depositary has ceased to be a “clearing agency” registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the obligors within 90 days after
receipt of such notice or the Company becomes aware of such failure of registration or (B)
an Event of Default has occurred and is continuing with respect to the Securities. Any
Global Security exchanged pursuant to clause (A) above shall be so exchanged in whole and
not in part, and any Global Security exchanged pursuant to clause (B) may be exchanged in
whole or from time to time in part as directed by the Depositary. Any Security issued in
exchange for a Global Security or any portion thereof shall be a Global Security; provided
that any such Security so issued that is registered in the name of a Person other than the
Depositary or a nominee thereof shall not be a Global Security.




     (ii) Securities issued in exchange for a Global Security or any portion thereof shall
be issued in definitive, fully registered form, without interest coupons, shall have an
aggregate principal amount equal to that of such Global Security or portion thereof to be so
exchanged, shall be registered in such names and be in such authorized denominations as the
Depositary shall designate and shall bear the applicable legends provided for herein. Any
Global Security to be exchanged in whole shall be surrendered by the Depositary to the
Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either
such Global Security shall be so surrendered for exchange or, if the Trustee is acting as
custodian for the Depositary or its nominee with respect to such Global Security, the
principal amount thereof shall be reduced, by an amount equal to the portion thereof to be
so exchanged, by means of an appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the
Security issuable on such exchange to or upon the order of the Depositary or an authorized
representative thereof.




     (iii) Subject to the provisions of clause (v) below, the registered Holder may grant
proxies and otherwise authorize any Person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities.




     (iv) In the event of the occurrence of any of the events specified in clause (i) above,
the obligors will promptly make available to the Trustee a reasonable supply of Definitive
Securities in definitive, fully registered form, without interest coupons.




     (v) Neither Agent members nor any other Persons on whose behalf Agent Members may act
shall have any rights under this Indenture with respect to any Global Security registered in
the name of the Depositary or any nominee thereof, or under any such Global Security, and
the Depositary or such nominee, as the case may be, may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other Person on whose behalf an Agent Member may act, the operation of
customary practices of such Persons governing the exercise of the rights of a holder of any
Security.




     (vi) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Indenture or under
applicable



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law with respect to any transfer of any interest in any Security (including any transfers
between or among Agent Members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so as and when expressly required by, the terms or this Indenture,
and to examine the same to determine substantial compliance as to form with the express
requirements hereof.



     (g) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
equivalent procedures of Clearstream shall be applicable to transfers of beneficial interests in
Global Securities that are held by Participants through Euroclear or Clearstream.



     Section 2.13 CUSIP and ISIN Numbers. The Company in issuing the Securities may use
one or more “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall
use “CUSIP” and “ISIN” numbers in notices of purchase as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a purchase and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such
purchase shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the “CUSIP” and “ISIN” numbers.



ARTICLE 3




REDEMPTION AND PURCHASES



     Section 3.1 Right to Redeem. The Company, at its option, may redeem the Securities in
accordance with the provisions of Section 3.7 hereof.



     The Company may not redeem the Securities if it has failed to pay any interest or premium on
the Securities and such failure to pay is continuing.



     If the Company elects to redeem the Securities, it shall notify the Trustee at least 45 days
prior to the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee)
of the Redemption Date, the aggregate principal amount of the Securities to be redeemed and the
Section of this Indenture pursuant to which the Securities are being redeemed.



     Section 3.2 Selection of Securities to Be Redeemed. If less than all the outstanding
Securities are to be redeemed, the Trustee shall select the Securities for redemption as follows:




     (1) if such Securities are listed on any securities exchange, in compliance with the
requirements of the principal securities exchange on which such Securities are listed; or




     (2) if such Securities are not listed on any securities exchange, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate.



     In the event of partial redemption by lot, the particular Securities to be redeemed will be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
Redemption Date by the Trustee from the outstanding Securities not previously called for
redemption.



     The Trustee will promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities and portions of Securities selected will be in amounts of
$2,000 or whole



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multiples of $1,000 except that if all of the Securities of a Holder are to be redeemed, the entire
outstanding amount of Securities held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for redemption.




     Section 3.3 Notice of Redemption. At least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail, or shall cause to be mailed, a notice of redemption by
first-class mail, postage prepaid, to the Trustee and to each Holder of Securities to be redeemed.



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




	 	•	 	the aggregate principal amount of the Securities to be redeemed;
	 
	 	•	 	the Redemption Date (which shall be a Business Day);
	 
	 	•	 	the redemption price;
	 
	 	•	 	the name and address of the Paying Agent;
	 
	 	•	 	that Securities called for redemption must be surrendered to the Paying Agent
to collect the redemption price;
	 
	 	•	 	if fewer than all the outstanding Securities are to be redeemed, the
certificate numbers, if any, and principal amounts of the particular Securities to
be redeemed;
	 
	 	•	 	that, unless the Company defaults in the deposit of the redemption price,
interest on Securities called for redemption will cease to accrue on and after the
Redemption Date;
	 
	 	•	 	the Section of this Indenture pursuant to which the Securities are being
redeemed; and
	 
	 	•	 	the CUSIP numbers of the Securities.




At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and
at the Company’s expense, provided that the Company makes such request at least three Business Days
prior to the date by which such notice of redemption must be given to Holders in accordance with
this Section 3.3. Concurrently with the mailing of any such notice of redemption, the Company
shall issue a press release announcing such redemption, the form and content of which shall be
determined by the Company. A notice of redemption may not be conditional. Redemption notices may
be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a
defeasance of the Securities pursuant to Sections 8.3 or 8.4 or a satisfaction and discharge of
this Indenture pursuant to Section 8.1.




     Section 3.4 Effect of Notice of Redemption. Once notice of redemption is given,
Securities called for redemption become due and payable on the Redemption Date and at the
redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price stated in the notice. If the Redemption Date falls during a period
starting after the close of business on an interest payment record date and ending on the opening
of business on the first Business Day after the next interest payment date, or if this interest
payment date is not a Business Day, the second Business Day after the interest payment date; then
the interest payment will be payable to the Holders who present the Securities for redemption.



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     On and after the Redemption Date, unless the Company defaults in the deposit of the redemption
price, interest will cease to accrue on the Securities or any portion of the Securities called for
redemption, and all other rights of the Holder will terminate other than the right to receive the
redemption price, without interest from the Redemption Date, on surrender of the Securities.



     Section 3.5 Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on
the Redemption Date, the Company shall deposit with the Paying Agent (or the Trustee) money
sufficient to pay the redemption price on all Securities to be redeemed on that date.



     Section 3.6 Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge, a new Security in an authorized denomination equal in principal
amount to, and in exchange for, the unredeemed portion of the Security surrendered.



     Section 3.7 Optional Redemption.



     (a) At any time prior to December 1, 2013, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Securities (including Securities issued after the
Issue Date, if any) issued under this Indenture at a redemption price of 106.875% of the principal
amount thererof, plus accrued and unpaid interest to the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided that




     (1) at least 65% of the aggregate principal amount of Securities (including Securities
issued after the Issue Date, if any) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Securities held by Parent and
its Subsidiaries); and




     (2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.



     (b) On or after December 1, 2014, the Company may redeem all or a part of the Securities upon
not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest on the Securities redeemed,
to the applicable redemption date, if redeemed during the twelve-month period beginning on December
1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2014
	 	 	103.438	%
	2015
	 	 	101.719	%
	2016 and thereafter
	 	 	100.000	%






     (c) In addition, at any time prior to December 1, 2014, the Company may redeem the Securities,
in whole or in part, at a redemption price equal to the principal amount of the Securities redeemed
plus the Applicable Premium plus accrued and unpaid interest to the date of redemption.



     (d) Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of
Sections 3.1 through 3.6 hereof.



     (e) In connection with any Redemption under this Section 3.7, the Company shall deliver to the
Trustee an Officers’ Certificate to the effect that all conditions precedent in this Indenture to
the Redemption have been complied with.



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     Section 3.8 Purchase of Securities at Option of the Holder Upon Change of Control.



     (a) If at any time that Securities remain outstanding there shall occur a Change of Control,
Securities shall be purchased by the Company at the option of the Holders, as of the Change of
Control Purchase Date, at a purchase price equal to 101% of the principal amount of the Securities,
together with accrued and unpaid interest, including interest on any unpaid overdue interest, if
any, to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase
Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 3.8.



     (b) Within 30 days after the occurrence of a Change of Control, the Company shall mail a
written notice (“Company Notice”) of the Change of Control to the Trustee and to each Holder (and
to beneficial owners as required by applicable law) pursuant to which the Company shall make an
offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000
or an integral multiple of $1,000 in excess thereof) of each Holder’s Securities at the Change of
Control Purchase Price. The notice shall include the form of a Change of Control Purchase Notice
to be completed by the Holder, shall describe the transaction or transactions that constitute the
Change of Control and shall state:




     (i) that the Change of Control Offer is being made pursuant to this Section 3.8 and
that all Securities tendered will be accepted for payment;




     (ii) the date by which the Change of Control Purchase Notice pursuant to this Section
3.8 must be given;




     (iii) the purchase date, which date shall be no earlier than 30 days and no later than
60 days after the date the Company Notice is mailed (the “Change of Control Purchase Date”);




     (iv) the Change of Control Purchase Price;




     (v) the Holder’s right to require the Company to purchase the Securities;




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




     (vii) that, unless the Company defaults in making such payment, any Security accepted
for payment pursuant to the Change of Control Offer will cease to accrue interest after the
Change of Control Purchase Date;




     (viii) the procedures that the Holder must follow to exercise rights under this Section
3.8; and




     (ix) the procedures for withdrawing a Change of Control Purchase Notice, including a
form of notice of withdrawal.



     If any of the Securities is in the form of a Global Security, then the Company shall modify
such notice to the extent necessary to accord with the procedures of the Depositary applicable to
the repurchase of Global Securities.



     (c) A Holder may exercise its rights specified in subsection (a) of this Section 3.8 upon
delivery of a written notice (which shall be in substantially the form included in Exhibit A
hereto, as
applicable, and which may be delivered by letter, overnight courier, hand delivery, facsimile
transmission or in any other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary’s customary procedures) of the
exercise of such rights (a



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“Change of Control Purchase Notice”) to any Paying Agent at any time prior to the close of business
on the Business Day next preceding the Change of Control Purchase Date.




     The delivery of such Security to any Paying Agent (together with all necessary endorsements)
at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Change
of Control Purchase Price therefor.



     The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of
a Security if the principal amount of such portion is $2,000 or an integral multiple of $1,000 in
excess thereof. Provisions of this Indenture that apply to the purchase of all of a Security
pursuant to Sections 3.8 through 3.13 also apply to the purchase of such portion of such Security.



     Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the
Change of Control Purchase Notice contemplated by this subsection (c) shall have the right to
withdraw such Change of Control Purchase Notice in whole or in a portion thereof that is a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof at any time prior to
the close of business on the Business Day next preceding the Change of Control Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.9
hereof.



     A Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control
Purchase Notice or written withdrawal thereof.



     Anything herein to the contrary notwithstanding, in the case of Global Securities, any Change
of Control Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or
delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.



     If the Change of Control Purchase Date falls after an interest payment record date and on or
before the date that is one Business Day after the next interest payment date, then the interest
payment will be payable to the Holder who presents a Security for purchase.



     (d) The Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements applicable to a Change of Control Offer made by the
obligors set forth in subsection (b) of this Section 3.8 and purchases all Securities properly
tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption has been
given pursuant to Section 3.1 or 3.7 hereof, unless and until there is a default in payment of the
applicable redemption price, or (3) after giving effect to such Change of Control, (i) no Default
or Event of Default has occurred and is continuing, (ii) the Change of Control transaction has been
approved by the Board of Directors of Parent, and (iii) the Securities have received an Investment
Grade Rating. In addition, a Change of Control Offer may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is in place for the
Change of Control at the time of launching the Change of Control Offer.



     (e) The Company will publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.



     (f) The provisions under this Indenture relative to the Company’s obligation to make an offer
to repurchase the Securities as a result of a Change of Control may be waived or modified with the
written consent of the Holders of a majority in principal amount of the Securities.



     Section 3.9 Effect of Change of Control Purchase Notice. Upon receipt by any Paying
Agent of the Change of Control Purchase Notice specified in Section 3.8(c) hereof, the Holder of
the Security in



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respect of which such change of Control Purchase Notice was given shall (unless such Change of
Control Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the
Change of Control Purchase Price with respect to such Security. Such Change of Control Purchase
Price shall be paid to such Holder promptly following the later of (a) the Change of Control
Purchase Date with respect to such Security (provided the conditions in Section 3.8(c) hereof have
been satisfied) and (b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 3.8(c) hereof.




     A Change of Control Purchase Notice may be withdrawn by means of a written notice (which may
be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other
written form and, in the case of Global Securities, may be delivered electronically or by other
means in accordance with the Depositary’s customary procedures) of withdrawal delivered by the
Holder to a Paying Agent at any time prior to the close of business on the Business Day immediately
preceding the Change of Control Purchase Date, specifying the principal amount of the Security or
portion thereof (which must be a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof) with respect to which such notice of withdrawal is being submitted.



     Section 3.10 Deposit of Change of Control Purchase Price. On or before 11:00 a.m. New
York City time on the Change of Control Purchase Date, the Company shall deposit with the Trustee
or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money
(in immediately available funds if deposited on such Change of Control Purchase Date) sufficient to
pay the aggregate Change of Control Purchase Price of all the Securities or portions thereof that
are to be purchased as of such Change of Control Purchase Date. The manner in which the deposit
required by this Section 3.10 is made by the Company shall be at the option of the Company,
provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall
have immediately available funds on the Change of Control Purchase Date.



     If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the
Change of Control Purchase Price of any Security for which a Change of Control Purchase Notice has
been tendered and not withdrawn in accordance with this Indenture then, on the Change of Control
Purchase Date, interest will cease to accrue on such Securities or any portion of the Securities as
to which a Change of Control Purchase Notice has been tendered and not withdrawn in accordance with
this Indenture and all other rights of the Holder will terminate other than the right to receive
the Change of Control Purchase Price, without interest from the Change of Control Purchase Date, on
surrender of the Securities.



     Section 3.11 Securities Purchased in Part. Any Security that is to be purchased only
in part shall be surrendered at the office of a Paying Agent, and promptly after the Change of
Control Purchase Date the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.



     Section 3.12 Compliance with Securities Laws upon Purchase of Securities. In
connection with any offer to purchase or purchase of Securities under Section 3.8 hereof, the
Company shall (a) comply with Rule 14e-1 (or any successor to such Rule), if applicable, under the
Exchange Act, and (b) otherwise comply with all United States federal and state securities laws and
Canadian federal, provincial and territorial securities laws in connection with such offer to
purchase or purchase of Securities, all so as to permit the rights of the Holders and obligations
of the Company under Sections 3.8 through 3.11 hereof to be exercised in the time and in the manner
specified therein. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control provisions of this Article 3, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Article 3 by virtue of such conflict.



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     Section 3.13 Repayment to the Company. To the extent that the aggregate amount of
cash deposited by the Company pursuant to Section 3.10 hereof exceeds the aggregate Change of
Control Purchase Price (including interest thereon) of the Securities or portions thereof that the
Company is obligated to purchase, then promptly after the Change of Control Purchase Date, and upon
request, the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to
the Company.



     Section 3.14 Offer to Purchase by Application of Excess Proceeds. In the event that,
pursuant to Section 4.14 hereof, the Company is required to commence an offer to all Holders to
purchase Securities (“Asset Sale Offer”), it shall follow the procedures specified below.



     The Asset Sale Offer shall be made to all Holders of Securities and all holders of other
indebtedness that is pari passu with the Securities containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of
assets (“Parity Indebtedness”). The Asset Sale Offer shall remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days, except to the extent
that a longer period is required by applicable law (the “Offer Period”). No later than three
Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall
apply a portion of the Excess Proceeds as calculated pursuant to Section 4.14 hereof (the “Offer
Amount”) to the purchase of Securities and such other Parity Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Securities and other Parity
Indebtedness tendered in response to the Asset Sale Offer. Payment for any Securities so purchased
shall be made in the same manner as interest payments are made.



     Upon the commencement of an Asset Sale Offer, the Company shall send, by first-class mail, a
notice to the Trustee and each of the Holders. The notice will contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the Asset Sale Offer.
The notice, which will govern the terms of the Asset Sale Offer, will state:




     (1) that the Asset Sale Offer is being made pursuant to this Section 3.14 and Section
4.14 hereof and the length of time the Asset Sale Offer will remain open;




     (2) the Offer Amount, the purchase price and the Purchase Date;




     (3) that any Security not tendered or accepted for payment will continue to accrue
interest;




     (4) that, unless the Company defaults in making such payment, any Security accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase
Date;




     (5) that Holders electing to have a Security purchased pursuant to an Asset Sale Offer
may elect to have Securities purchased in integral multiples of $1,000 only;




     (6) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer
shall be required to surrender the Security, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Security completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at
the address specified in the notice at least three days before the Purchase Date;




     (7) that Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, not later than the expiration of the Offer
Period, a



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facsimile transmission or letter setting forth the name of the Holder, the principal amount
of the Security the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Security purchased;




     (8) that, if the aggregate principal amount of Securities and other Parity Indebtedness
surrendered in connection with the Asset Sale offer exceeds the Offer Amount, the Company
shall select the Securities and other Parity Indebtedness to be purchased on a pro rata
basis based on the principal amount of Securities and such other Parity Indebtedness
surrendered (with such adjustments as may be deemed appropriate by the Company so that only
Securities in denominations of $1,000, or integral multiples thereof, will be purchased);
and




     (9) that Holders whose Securities were purchased only in part will be issued new
Securities equal in principal amount to the unpurchased portion of the Securities
surrendered (or transferred by book-entry transfer).



     On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Securities or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such
Securities or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.14. The Company, the Depositary or the Paying Agent, as the case may be,
shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Securities tendered by such
Holder and accepted by the Company for purchase, and the Company shall promptly issue a new
Security, and the Trustee, upon written request from the Company, shall authenticate and mail or
deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of
the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on or as soon as practicable after the Purchase Date.



     Other than as specifically provided in this Section 3.14, any purchase pursuant to this
Section 3.14 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.



ARTICLE 4




COVENANTS



     Section 4.1 Payment of Securities. The Company shall promptly make all payments in
respect of the Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal or interest shall be considered paid on the date it is due
if the Paying Agent (other than the Company) holds by 11:00 a.m., New York City time, on that date
money, deposited by the Company or an Affiliate thereof, sufficient to pay the installment. Except
in the case of a redemption, a Change of Control Offer or an Asset Sale Offer, accrued and unpaid
interest on any Security that is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name that Security is registered at the
close of business on the record date for such interest at the office or agency of the Company
maintained for such purpose. The Company shall (in immediately available funds), to the fullest
extent permitted by law, pay interest on overdue principal (including premium, if any) and overdue
installments of interest from the original due date to the date paid, at the rate applicable to the
Security plus 1% per annum, which interest shall be payable on demand.



     The Company will make payments in respect of the Securities represented by the Global
Securities (including principal, premium, if any, and interest) by wire transfer of immediately
available



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funds to the accounts specified by the Holder of the Global Security. The Company will make all
payments of principal, interest and premium, if any, with respect to Definitive Securities by wire
transfer of immediately available funds to the accounts specified by the Holders of the Definitive
Securities, in the case of a Holder holding an aggregate principal amount of notes of $1,000,000 or
more, or, if no such account is specified or in the case of a Holder holding an aggregate principal
amount of notes of less than $1,000,000, by mailing a check to each such Holder’s registered
address. All payments shall be made in immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. Payments to any Holder holding an aggregate principal amount of Securities in
excess of $1,000,000 shall be made by wire transfer in immediately available funds to an account
maintained by such Holder in the United States, if such Holder has provided wire transfer
instructions to the Company at least 10 Business Days prior to the payment date. Any wire transfer
instructions received by the Trustee will remain in effect until revoked by the Holder.




     Section 4.2 Maintenance of Office or Agency.



     (a) The Company shall maintain in the Borough of Manhattan, The City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co
registrar) where Securities may be surrendered for payment, registration of transfer or for
exchange and where notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.



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



     (c) The Company hereby designates the office of the Trustee set forth in Section 2.3 hereof as
one such office or agency of the Company.



     Section 4.3 Reports.



     (a) Whether or not required by the SEC’s rules and regulations, so long as any Securities are
outstanding, Parent shall furnish (to the extent not publicly available on the SEC’s EDGAR system)
to the Holders of Securities and post on Parent’s website (in a format that is accessible to
Holders of Securities as well as prospective Holders of Securities), within the time periods
specified in the SEC’s rules and regulations:




     (i) all quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if Parent were required to file such reports; and




     (ii) all current reports that would be required to be filed with the SEC on Form 8-K if
Parent were required to file such reports.



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     All such reports shall be prepared in all material respects in accordance with all of the
rules and regulations applicable to such reports (other than consolidating financial information
required by Rule 3-10 of Regulation S-X or any comparable provision so long as Parent complies with
Section 4.3(d)). Each annual report on Form 10-K shall include a report on Parent’s consolidated
financial statements by Parent’s certified independent accountants. In addition, Parent shall file
a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public
availability within the time periods specified in the rules and regulations applicable to such
reports (unless the SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. For the avoidance of doubt, Parent
will be required to provide the information described above regardless of whether it continues to
file reports with the SEC.



     (b) If, at any time, Parent is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, Parent shall nevertheless continue filing with the SEC and posting on
its website the reports specified in Section 4.3(a) hereof with the SEC within the time periods
specified above unless the SEC will not accept such a filing. Parent agrees that it shall not take
any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding
the foregoing, the SEC will not accept the Parent’s filings for any reason, Parent shall post the
reports referred to in Section 4.3(a) hereof on its website within the time periods that would
apply if Parent were required to file those reports with the SEC.



     (c) Parent further agrees that, for so long as any Securities remain outstanding, at any time
it is not required to file the reports required by Section 4.3(a) or (b) hereof with the SEC, it
shall furnish to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.



     (d) The quarterly and annual financial information required by Sections 4.3(a), (b) and (c)
hereof shall include a reasonably detailed presentation, either on the face of the financial
statements, in the footnotes of the financial statements or in Management’s Discussion and Analysis
of Financial Condition and Results of Operations that discloses the total assets, liabilities,
revenues and income from operations of Subsidiaries of Parent (other than the Company) that do not
Guarantee the Securities. The Trustee shall not be responsible for determining whether clause
4.3(d) has been satisfied, nor shall it have any liability in connection therewith.



     (e) Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).



     (f) Notwithstanding anything herein to the contrary, in the event that Parent fails to comply
with its obligation to file or provide such information, documents and reports as required by this
Section 4.3, Parent will be deemed to have cured such Default for purposes of Section 6.1(d) upon
the filing or provision of all such information, documents and reports required hereunder prior to
the expiration of 60 days after written notice to Parent of such failure from the Trustee or the
Holders of at least 25% of the principal amount of such Securities.



     Section 4.4 Compliance Certificates. The Company shall deliver to the Trustee, within
90 days after the end of each fiscal year of the Company (beginning with the fiscal year ending
December 31, 2010), an Officers’ Certificate as to the signer’s knowledge of the Company’s
compliance with all
conditions and covenants on their part contained in this Indenture and stating whether or not
the signer knows of any Default or Event of Default. If such signer knows of such a Default or
Event of Default, the



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Officers’ Certificate shall describe the Default or Event of Default and the efforts to remedy the
same. For the purposes of this Section 4.4, compliance shall be determined without regard to any
grace period or requirement of notice provided pursuant to the terms of this Indenture.




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



     Section 4.6 Maintenance of Corporate Existence. Subject to Article 5 hereof, the
Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate existence of each Restricted Subsidiary; provided,
however, that the Company shall not be required to preserve the corporate existence of any
Restricted Subsidiary if (a) the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and the
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Securities or (b) if a Subsidiary is to be dissolved, such Subsidiary
has no assets.


     Section 4.7 Changes in Covenants When Securities Rated Investment Grade. In the event of
the occurrence of a Fall Away Event (and notwithstanding the failure of Parent subsequently to
maintain an Investment Grade Rating), the provisions of Sections 4.8, 4.9, 4.12, 4.13 and 4.14
hereof and clause (iv) of Section 5.1(a) hereof will no longer be applicable to the Securities.




     Section 4.8 Restricted Payments.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly:




     (i) declare or pay any dividend or make any other payment or distribution on account of
Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving Parent or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent’s or
any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than
dividends or distributions payable in Equity Interests (other than Disqualified Stock) of
Parent or to Parent or a Restricted Subsidiary of Parent);




     (ii) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving Parent) any Equity
Interests of Parent or any direct or indirect parent of Parent;




     (iii) purchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness
of the Company or any Note Guarantor that is subordinated to the Securities or a Note
Guarantee, except (i) from Parent or a Restricted Subsidiary of Parent or (ii) the purchase,
redemption, defeasance or other acquisition or retirement of any such Indebtedness made in
anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such purchase, redemption,
defeasance or other acquisition or retirement; or




     (iv) make any Restricted Investment



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(all such payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as “Restricted Payments”), unless, at the time of and after giving
effect to such Restricted Payment:





     (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




     (2) Parent would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.9(a)
hereof; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by Parent and its Restricted Subsidiaries after September 28, 2010 (excluding
Restricted Payments permitted by clauses (ii) through (ix), (xi) and (xii) of Section
4.8(b)), is less than the sum, without duplication, of:




     (A) 50% of the Consolidated Net Income of Parent (or prior to the Merger,
Parent and the Company on a combined basis) for the period (taken as one accounting
period) from July 1, 2010 to the end of Parent’s most recently ended fiscal quarter
for which internal financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a deficit, less 100%
of such deficit), plus




     (B) 100% of the aggregate net cash proceeds received by Parent since September
28, 2010 as a contribution to its common equity capital or from the issue or sale of
Equity Interests of Parent (other than Disqualified Stock) or from the issue or sale
of convertible or exchangeable Disqualified Stock or convertible or exchangeable
debt securities of Parent that have been converted into or exchanged for such Equity
Interests (other than Equity Interests (or Disqualified Stock or debt securities)
sold to a Subsidiary of Parent), plus




     (C) to the extent that any Restricted Investment that was made after September
28, 2010 is sold for cash or otherwise liquidated or repaid for cash, the lesser of
(i) the cash return of capital with respect to such Restricted Investment (less the
cost of disposition, if any) or (ii) the initial amount of such Restricted
Investment, plus




     (D) to the extent that any Unrestricted Subsidiary of Parent is redesignated as
a Restricted Subsidiary after September 28, 2010, the lesser of (i) the Fair Market
Value of Parent’s Investment in such Subsidiary as of the date of such redesignation
or (ii) such Fair Market Value as of the date on which such Subsidiary was
originally designated as an Unrestricted Subsidiary.



     (b) The preceding provisions shall not prohibit:




     (i) the payment of any dividend within 60 days after the date of declaration of the
dividend, if at the date of declaration the dividend payment would have complied with the
provisions of this Indenture (it being understood that the amount of any such dividend shall
be included in the aggregate amount of Restricted Payments determined in Section 4.8(a)(3)
only once and not as separate Restricted Payments made at both declaration and payment);



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     (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company or any Note Guarantor or of any Equity Interests of
Parent in exchange for, or in an amount equal to the net cash proceeds of the substantially
concurrent sale (other than to Parent or a Restricted Subsidiary of Parent) of, Equity
Interests of Parent (other than Disqualified Stock) or other subordinated Indebtedness
incurred under Section 4.9; provided, that (i) an amount equal to such net cash proceeds
that are utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition will be excluded from clause (3)(B) of Section 4.8(a) hereof and (ii) any such
subordinated Indebtedness shall be Permitted Refinancing Indebtedness;




     (iii) the defeasance, redemption, repurchase or other acquisition or retirement of
subordinated Indebtedness of the Company or any Note Guarantor with the net cash proceeds
from an incurrence of Permitted Refinancing Indebtedness;




     (iv) the payment of any dividend by a Restricted Subsidiary of Parent to the holders of
its Equity Interests on a pro rata basis;




     (v) so long as no Default or Event of Default has occurred and is continuing, the
repurchase, redemption or other acquisition or retirement for value of Equity Interests of
Parent or any Restricted Subsidiary of Parent held by any present or former employee,
director, officer or consultant of, or service provider to, Parent or any of its Restricted
Subsidiaries pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement (including, for the avoidance of doubt, any
principal and interest payable on any notes issued by Parent in connection with any such
repurchase, retirement or other acquisition), or any stock subscription or shareholder
agreement, including any Equity Interest rolled over by management of Parent in connection
with the Merger; provided that the aggregate amount of Restricted Payments made under this
clause (v) shall not exceed in any calendar year $25.0 million (with unused amounts for any
year being carried over to the next succeeding year, but not to any subsequent year, with
the permitted amount for each year being used prior to any amount carried over from the
previous year); provided further that such amount in any calendar year may be increased by
an amount not to exceed:




     (i) the cash proceeds of key man life insurance policies received by Parent or
its Restricted Subsidiaries after the Issue Date; less




     (ii) the amount of any Restricted Payments previously made with the cash
proceeds described in subclause (i) of this clause (v);




     (vi) payments to holders of Equity Interests (or to the holders of Indebtedness that is
convertible into or exchangeable for Equity Interests upon such conversion or exchange) in
lieu of the issuance of fractional shares;




     (vii) so long as no Default or Event of Default has occurred and is continuing, cash
settlement of the aggregate principal amount (plus accrued interest and premium, if any) of
the 4.0% Convertible Notes on or after the first optional redemption date thereof upon
conversion by the holders thereof; provided, however, that, in lieu of cash settling all or
a portion of the 4.0% Convertible Notes, Parent may repurchase shares of Parent’s common
stock within six months of the first optional redemption date for the 4.0% Convertible
Notes, for aggregate consideration not to exceed the aggregate principal amount (plus
accrued interest and premium, if any) of the 4.0% Convertible Notes, in connection with the
settlement of all or a portion of the 4.0% Convertible Notes with Parent common stock;



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     (viii) any Restricted Payment made in connection with the consummation of the Merger
and the financings incurred in connection with the Merger (including, for the avoidance of
doubt, any Restricted Payments made to satisfy appraisal rights in connection with the
Merger) and the Post-Merger Special Dividend;




     (ix) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (x) the repurchase, redemption or other acquisition or retirement for value of any
subordinated Indebtedness pursuant to provisions similar to those described under Section
3.8; provided that, prior thereto, all notes tendered by Holders in connection with a Change
of Control Offer have been repurchased, redeemed or acquired for value;




     (xi) so long as no Default or Event of Default has occurred and is continuing, the
declaration and payment of dividends to holders of any class or series of Disqualified Stock
of Parent or its Restricted Subsidiaries issued in accordance with Section 4.9; and




     (xii) so long as no Default or Event of Default has occurred and is continuing, other
Restricted Payments; provided, however, that if the Total Leverage Ratio as of the date of
any Restricted Payment to be made pursuant to this clause (xii) is greater than or equal to
1.75 to 1.0, such Restricted Payment shall be permitted to be made pursuant to this clause
(xii) only if the amount of such Restricted Payment, when taken together with the amount of
all other Restricted Payments previously made pursuant to this clause (xii), does not exceed
$400.0 million in the aggregate.



     (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value
(determined, for purposes of this covenant, by Parent or, in the case of any asset(s) valued in
excess of $40.0 million, by the Board of Directors of Parent, in each case evidenced by an
Officers’ Certificate delivered to the Trustee) on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by Parent or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Board of Directors’
determination shall be based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the Fair Market Value of such non-cash assets
exceeds $100.0 million.



     Section 4.9 Incurrence of Indebtedness and Issuance of Preferred Stock.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise (collectively, “incur”), with respect to any Indebtedness
(including Acquired Debt), and Parent shall not issue any Disqualified Stock and shall not permit
any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock; provided,
however, that Parent or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt)
or issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock if the Fixed
Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at
least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock
or preferred stock had been issued, as the case may be, at the beginning of such four-quarter
period.



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     (b) Subsection (a) of this Section 4.9 shall not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):




     (i) the incurrence by Parent and its Restricted Subsidiaries of Indebtedness under
Credit Facilities in an aggregate principal amount at any one time outstanding under this
clause (i) not to exceed $2,500 million plus an aggregate principal amount of Indebtedness
secured by a Lien outstanding at any time such that, on a pro forma basis (including a pro
forma application of the proceeds therefrom), the Secured Leverage Ratio would not exceed
2.5 to 1.0;




     (ii) the incurrence by Parent and its Restricted Subsidiaries of the Existing
Indebtedness;




     (iii) the incurrence by the Company and the Note Guarantors of Indebtedness represented
by the Securities issued on the Issue Date (including the Note Guarantees);




     (iv) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, in an aggregate amount, including all Permitted
Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (iv), not to exceed the greater of (x) $100.0 million and (y) 1.0%
of Consolidated Total Assets at any time outstanding;




     (v) mortgage financings or purchase money obligations, in each case, incurred for the
purpose of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of Parent or any Restricted
Subsidiary of Parent, in an aggregate principal amount, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (v), not to exceed the greater of (x) $250.0 million and (y) 2.5% of
Consolidated Total Assets at any time outstanding;




     (vi) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted
by this Indenture to be incurred under Section 4.9(a) hereof or clause (ii), (iii), (xii) or
(xiv) of this Section 4.9(b) or this clause (vi) or, solely to the extent of the excess (if
any) of the amount of Indebtedness incurred and outstanding under clause (i) of this Section
4.9(b) prior to the applicable refinancing over the maximum aggregate amount permitted to be
incurred and outstanding under clause (i) of this Section 4.9(b) at the time of such
refinancing, clause (i) of this Section 4.9(b);




     (vii) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided,
however, that:




     (A) if the Company or a Note Guarantor is the obligor on such Indebtedness,
such Indebtedness must be expressly subordinated to the prior payment in full in
cash of all Obligations with respect to the Securities; and




     (B) (i) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than Parent or a Restricted
Subsidiary of Parent and (ii) any sale or other transfer of any such Indebtedness to
a Person that is not either Parent or a Restricted Subsidiary of Parent shall be
deemed, in



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each case, to constitute an incurrence of such Indebtedness by Parent or such
Restricted Subsidiary, as the case may be, that is not permitted by this clause
(vii);




     (viii) the incurrence by Parent or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred in the ordinary course of business and not for speculative
purposes;




     (ix) the Guarantee by Parent or any Restricted Subsidiary of Parent of Indebtedness of
Parent or any Restricted Subsidiary that was permitted to be incurred under this Section 4.9
(other than the Note Guarantees); provided that if the Indebtedness being guaranteed is
subordinated to or pari passu with the notes or any Note Guarantee, then the Guarantee shall
be subordinated to the same extent as the Indebtedness guaranteed;




     (x) the accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Stock in the form of additional
shares of the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided,
in each such case, that the amount thereof is included in Fixed Charges of Parent as
accrued;




     (xi) Obligations in respect of performance and surety bonds and completion guarantees
provided by Parent or any Restricted Subsidiary of Parent in an aggregate principal amount
at any time outstanding not to exceed $100.0 million;




     (xii) the incurrence by Parent or any of its Restricted Subsidiaries of Acquired Debt;
provided, however, that on the date of acquisition and after giving effect thereto on a pro
forma basis, the Fixed Charge Coverage Ratio of Parent (A) would be at least 2.0 to 1.0 or
(B) would be greater than such Fixed Charge Coverage Ratio immediately prior to such
acquisition;




     (xiii) the incurrence by any Foreign Subsidiary of Indebtedness in an aggregate
principal amount at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause
(xiii), not to exceed the greater of (x) $250.0 million or (y) 2.5% of Consolidated Total
Assets;




     (xiv) Indebtedness of the Company or any Note Guarantor incurred in connection with or
in contemplation of, or to provide all or any portion of the funds or credit support
utilized to consummate, the acquisition by Parent or any Restricted Subsidiary of Parent of
property used or useful in a Permitted Business (whether through the direct purchase of
assets or the purchase of Capital Stock of, or merger or consolidation with, any Person
owning such assets); provided, however, on the date of such incurrence and after giving
effect thereto on a pro forma basis, the Fixed Charge Coverage Ratio of Parent (A) would be
at least 2.0 to 1.0 or (B) would be greater than such Fixed Charge Coverage Ratio
immediately prior to such incurrence;




     (xv) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including letters of credit in respect of workers’ compensation claims, death,
disability or other employee benefits or property, casualty or liability insurance or
self-insurance, or other Indebtedness with respect to reimbursement-type obligations
regarding workers’ compensation claims; provided, however, that upon the drawing of such
letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed
within 30 days following such drawing or incurrence;



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     (xvi) Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business, provided that such Indebtedness is extinguished within five Business
Days of notice of its incurrence;




     (xvii) Indebtedness of Parent or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to the Credit Facilities, in a principal amount not in
excess of the stated amount of such letter of credit;




     (xviii) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (i)
the financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements, in each case, incurred in the ordinary course of business; and




     (xix) the incurrence by Parent or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (xix), not to exceed the
greater of (x) $250.0 million and (y) 2.5% of Consolidated Total Assets.



     (c) Parent and the Company shall not, and shall not permit any Subsidiary Guarantor to, incur
any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment
to any other Indebtedness of Parent, the Company or the Subsidiary Guarantors unless such
Indebtedness is also contractually subordinated in right of payment to the Securities on
substantially identical terms; provided, however, that no Indebtedness of Parent, the Company or
the Subsidiary Guarantors shall be deemed to be contractually subordinated in right of payment to
any other Indebtedness of Parent, the Company or any Subsidiary Guarantor solely by virtue of being
unsecured or having a junior lien priority.



     (d) For purposes of determining compliance with this Section 4.9, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (i) through (xix) of Section 4.9(b) hereof, or is entitled to be incurred
pursuant to subsection (a) of this Section 4.9, Parent shall be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify from time to time all or a portion
of such item of Indebtedness, in any manner that complies with this Section 4.9. Indebtedness
permitted by this Section 4.9 need not be permitted solely by reference to one clause permitting
such Indebtedness but may be permitted in part by one such clause and in part by one or more other
clauses of this Section 4.9 permitting such Indebtedness. Indebtedness under Credit Facilities
outstanding on the date on which Securities are first issued and authenticated under this Indenture
will be deemed to have been incurred on such date in reliance on the exception provided by clause
(i) of Section 4.9(b) hereof.



     Section 4.10 [Reserved].


     Section 4.11 Liens.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or
hereafter acquired, except Permitted Liens, unless contemporaneously therewith:




     (i) in the case of any Lien securing an obligation that ranks pari passu with the
Securities or a Note Guarantee, effective provision is made to secure the Securities or such
Note
Guarantee, as the case may be, equally and ratably with or prior to such obligation
with a Lien on the same assets of Parent or such Restricted Subsidiary, as the case may be;
and




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          (ii) in the case of any Lien securing an obligation that is subordinated in right
of payment to the Securities or a Note Guarantee, effective provision is made to secure the
Securities or such Note Guarantee, as the case may be, with a Lien on the same assets of
Parent or such Restricted Subsidiary, as the case may be, that is prior to the Lien securing
such subordinated obligation.



     Section 4.12 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries (other than the
Company) to, directly or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any such Restricted Subsidiary to:




          (i) pay dividends or make any other distributions on its Capital Stock to Parent or any
of its Restricted Subsidiaries or pay any indebtedness owed to Parent or any of its
Restricted Subsidiaries;




          (ii) make loans or advances to Parent or any of its Restricted Subsidiaries; or




          (iii) transfer any of its properties or assets to Parent or any of its Restricted
Subsidiaries.



     (b) The restrictions set forth in Section 4.12(a) hereof shall not apply to encumbrances or
restrictions existing under or by reason of:




          (i) agreements, including agreements governing Existing Indebtedness as in effect on
the date of this Indenture and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those agreements,
provided that the amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are not more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in those
agreements on the date of this Indenture;




          (ii) this Indenture, the Securities and the Note Guarantees;




          (iii) any encumbrance or restriction pursuant to Credit Facilities incurred under
clause (i) of Section 4.9(b) hereof;




          (iv) applicable law, rule, regulation or order, approval, license, permit or similar
restriction, including under contracts with foreign governments or agencies thereof entered
into in the ordinary course of business;




          (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by
Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness was incurred, or such Capital Stock was issued, in
connection with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted to be incurred under Section 4.9 hereof;




          (vi) customary non-assignment provisions in leases, contracts and licenses entered into
in the ordinary course of business and consistent with past practices;



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          (vii) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions on that property of the nature described in clause (iii)
of Section 4.12(a) hereof;




          (viii) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions, transfers, loans or advances by that Restricted Subsidiary pending
its sale or other disposition;




          (ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are not more restrictive,
taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced;




          (x) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose
of the assets subject to such Liens;




          (xi) customary provisions with respect to the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, stock sale agreements and other
similar agreements entered into in the ordinary course of business;




          (xii) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and




          (xiii) restrictions in agreements or instruments which prohibit the payment or making
of dividends or other distributions other than on a pro rata basis.



     Section 4.13 Transactions with Affiliates.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0
million, unless:




          (i) the Affiliate Transaction is on terms that are no less favorable, taken as a whole,
to Parent or the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person;
and




          (ii) Parent delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of
$50.0 million, a resolution of the Board of Directors of the Company set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with this Section
4.13(a) and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of Parent.



     (b) The following items shall be deemed not to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.13(a) hereof:




          (i) any employment agreement or benefit plan entered into by Parent or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with the past
practice of Parent or such Restricted Subsidiary;



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          (ii) transactions between or among Parent and/or its Restricted Subsidiaries;




          (iii) transactions with a Person that is an Affiliate of Parent solely because Parent
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such
Person;




          (iv) the payment of reasonable compensation and fees to, and the provision of customary
indemnities to, current or former officers, directors, employees or consultants of Parent or
any of its Restricted Subsidiaries;




          (v) issuances or sales of Equity Interests (other than Disqualified Stock) of Parent to
Affiliates or employees of or consultants to Parent;




          (vi) Restricted Payments that are permitted by the provisions of Section 4.8 hereof and
Permitted Investments;




          (vii) transactions effected pursuant to agreements in effect on the date of this
Indenture and any amendment, modification or replacement to such agreement (so long the as
amendment, modification or replacement is not disadvantageous to the Holders in any material
respect as compared to the applicable agreement as in effect on the date of this Indenture);




          (viii) advances to employees in the ordinary course of business not to exceed $5.0
million in the aggregate at any one time outstanding;




          (ix) transactions with a Permitted Joint Venture in which Parent or any Restricted
Subsidiary holds or acquires an ownership interest (whether by way of Capital Stock or
otherwise) so long as the terms of any such transactions are no less favorable, taken as a
whole, to Parent or the Restricted Subsidiary participating in such joint venture than they
are to other joint venture partners; and




          (x) transactions in which Parent or any Restricted Subsidiary, as the case may be,
delivers to the trustee a letter from an accounting, appraisal or investment banking firm of
national standing stating that such transaction meets the requirements of Section
4.13(a)(i).



     Section 4.14 Asset Sales.



     (a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale unless:




          (i) Parent (or its Restricted Subsidiary, as the case may be) receives consideration at
the time of the Asset Sale at least equal to the Fair Market Value (determined, for purposes
of this clause (i), by Parent or, in the case of any asset(s) valued in excess of $75.0
million, by the Board
of Directors of the Company, in each case evidenced by an Officers’ Certificate
delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise
disposed of; and




          (ii) at least 75% of the consideration received in the Asset Sale by Parent or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following will be deemed to be cash:




          (A) any liabilities, as shown on Parent’s most recent consolidated balance
sheet, of Parent or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Securities and the Note
Guarantees)



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that are assumed by the transferee of any such assets pursuant to an
agreement that releases Parent or such Restricted Subsidiary from further liability;




          (B) any securities, notes or other obligations received by Parent or any such
Restricted Subsidiary from such transferee that are converted by Parent or such
Restricted Subsidiary into cash within 180 days after the consummation of the
applicable Asset Sale, to the extent of the cash received in that conversion; and




          (C) any Designated Noncash Consideration having an aggregate Fair Market Value
that, when taken together with all other Designated Noncash Consideration previously
received and then outstanding, does not exceed at the time of the receipt of such
Designated Noncash Consideration (with the Fair Market Value of each item of
Designated Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value) the greater of $100.0 million or 1.0%
of Consolidated Total Assets.



     (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent or the
applicable Restricted Subsidiary may apply those Net Proceeds:




          (i) to repay Indebtedness and other Obligations under (A) a Credit Facility and, if the
Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments
with respect thereto, (B) other secured Indebtedness or (C) other Indebtedness of a
Subsidiary (other than the Company) that does not Guarantee the Securities, so long as the
relevant assets were assets of such Subsidiary (provided, in the case of (B), that such
Indebtedness is not subordinated in right of payment to the Securities);




          (ii) to acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Permitted Business;




          (iii) to make payments with respect to the acquisition or license of intellectual
property rights that are used in a Permitted Business;




          (iv) to make a capital expenditure in or that is useful in a Permitted Business;




          (v) to retire Securities pursuant to privately negotiated transactions, open market
purchases or otherwise; or




          (vi) to acquire other assets that are not classified as current assets (for the
avoidance of doubt, including acquisitions of in-process research and development) under
GAAP and that are used or useful in a Permitted Business.



     Notwithstanding Sections 4.14(a) and 4.14(b), Parent and its Restricted Subsidiaries will not
be required to apply an amount equal to any Net Proceeds in accordance with this covenant except to
the extent that the aggregate Net Proceeds from all Asset Sales which are not applied in accordance
with this covenant exceed the greater of $100.0 million or 1.0% of Consolidated Total Assets at the
time of receipt of such Net Proceeds. Pending application of an amount equal to Net Proceeds
pursuant to this Section 4.14, Parent or a Restricted Subsidiary may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.



     (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section
4.14(b) hereof shall constitute “Excess Proceeds.” When the aggregate amount of Excess



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Proceeds
exceeds the greater of $100.0 million or 1.0% of Consolidated Total Assets, the Company shall make
an offer (an “Asset Sale Offer”) to all Holders of Securities and all holders of Parity
Indebtedness to purchase the maximum principal amount of Securities and such other Parity
Indebtedness that may be purchased out of the amount of such Excess Proceeds. The offer price in
any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest to
the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, Parent and its Restricted Subsidiaries may use the amount of
such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Securities and other Parity Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Company shall select the Securities and such other
Parity Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.




     (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Securities pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such compliance.



     Section 4.15 Additional Subsidiary Guarantees. If any one of Parent’s Subsidiaries (other than the Company) that is not a Subsidiary Guarantor
Guarantees any Indebtedness of Parent or any Restricted Subsidiary, that Subsidiary shall (i)
execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the
Trustee and, if such Subsidiary of Parent is a Canadian Note Guarantor, a Canadian Note Guarantee,
pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior unsecured (unless
the Securities are secured pursuant to Section 4.11) basis, all of the Company’s obligations under
the Securities and this Indenture on the terms set forth in this Indenture and, if applicable, the
Canadian Note Guarantee, and (ii) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and
constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter,
such Subsidiary shall be a Subsidiary Guarantor for all purposes hereof until such Subsidiary
Guarantee is released in accordance herewith.



     Section 4.16 Designation of Restricted and Unrestricted Subsidiaries. Parent’s Board of Directors may designate any Restricted Subsidiary (other than the
Company) to be an Unrestricted Subsidiary if that designation would not cause a Default. Any
designation of a Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of
each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by Parent and its
Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be
deemed to be an Investment made as of the time of the designation and will reduce the amount
available for Restricted Payments under Section 4.8 hereof or under one or more of the clauses of
the definition of “Permitted Investments,” as determined by Parent. That designation will only be
permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. Parent’s Board of Directors may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default and the Fixed Charge Coverage Ratio for Parent would be greater than
immediately prior to such redesignation.



     Section 4.17 Business Activities. Parent shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to Parent
and its Restricted Subsidiaries, taken as a whole.



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     Section 4.18 Payments for Consent. Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of
Securities for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture relating to such Securities unless such consideration is offered to be
paid and is paid to all Holders of the Securities that consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver or agreement.



     Section 4.19 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of, premium, if any, or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this Indenture, and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenant that it will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.



     Section 4.20 [Reserved].



     Section 4.21 Notice of Default. In the event that any Default or Event of Default under Section 6.1 hereof shall occur, the
Company shall give prompt written notice of such Default or Event of Default to the Trustee.



     Section 4.22 Payment of Additional Amounts.



     (a) All payments made under or with respect to any Note Guarantee by Parent or any Subsidiary
Guarantor organized other than in the United States (each such person, a “Payor”) will be made free
and clear of any withholding or deduction for or on account of any tax, duty, levy, impost,
assessment or other governmental charge of whatever nature (collectively, “Tax”) imposed or levied
by or on behalf of any jurisdiction in which such Payor is organized, resident or doing business
for tax purposes or from or through which such Payor makes any payment on its Note Guarantee or any
department or political subdivision of any of the foregoing (each, a “Relevant Taxing
Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law. For the
avoidance of doubt, a Relevant Taxing Jurisdiction shall not include the United States, any state
thereof or the District of Columbia. If a Payor is required by law to withhold or deduct any
amount for or on account of Taxes of any Relevant Taxing Jurisdiction from any payment made under
or with respect to any Note Guarantee, the Payor, subject to the exceptions listed below, will pay
additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount
received by each Holder or beneficial owner of the Securities after such withholding or deduction
(including withholding or deduction attributable to Additional Amounts payable hereunder) will not
be less than the amount the Holder or Beneficial Owner would have received if such Taxes had not
been withheld or deducted.



     (b) A Payor will not, however, pay Additional Amounts to a Holder or Beneficial Owner of
Securities:




          (i) to the extent the Taxes giving rise to such Additional Amounts would not have been
imposed but for the existence of any present or former connection between the Holder or
beneficial owner (or between a fiduciary, settler, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial
owner is an estate, trust, partnership or corporation) and the Relevant Taxing Jurisdiction
(other than any connection resulting from the acquisition, ownership, holding or disposition
of Securities, the



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receipt of payments thereunder or under any Note Guarantee and/or the
exercise or enforcement of rights under any Securities or any Note Guarantee);




          (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been
imposed but for the failure of the Holder or Beneficial Owner of Securities, following the
Company’s or the Payor’s written request addressed to the Holder, to the extent such Holder
or Beneficial Owner is legally eligible to do so, to comply with any certification,
identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a
precondition to exemption from, or reduction in the rate of deduction or withholding of,
Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a
certification that the Holder or Beneficial Owner is not resident in the Relevant Taxing
Jurisdiction);




          (iii) with respect to any estate, inheritance, gift, sales or any similar Taxes;




          (iv) to the extent the Taxes giving rise to such Additional Amounts would not have been
imposed but for the presentation by the Holder or beneficial owner of any Security, where
presentation is required, for payment on a date more than 30 days after the date on which
payment became due and payable or the date on which payment thereof is duly provided for,
whichever occurs later;




          (v) with respect to any withholding or deduction that is imposed on a payment to an
individual and that is required to be made pursuant to the European Council Directive on the
taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any
law implementing or complying with, or introduced in order to conform to, such directive
(the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between
the European Community and the Swiss Confederation dated October 26, 2004 providing for
measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss
Savings Tax Agreement”) or any law or other governmental regulation implementing or
complying with, or introduced in order to conform to, such agreement; or




          (vi) any combination of items (i), (ii), (iii), (iv) and (v).



     (c) A Payor will (i) make any such withholding or deduction required by applicable law and
(ii) remit the full amount deducted or withheld to the relevant authority in accordance with
applicable law. The Payor will make reasonable efforts to obtain certified copies of tax receipts
evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction
imposing such Taxes. The Payor will provide to the Trustee, within a reasonable time after the
date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, either a
certified copy or tax receipts evidencing such payment, or, if such tax receipts are not reasonably
available to the Payor, such other documentation that provides reasonable evidence of such payment
by the Payor.



     (d) Prior to the date on which the payment of any Additional Amounts are due, the Payor will
deliver to the Trustee such Additional Amounts payable together with an Officers’ Certificate
stating that such Additional Amounts will be payable on the applicable payment date, and setting
forth the Additional Amounts so payable and will also set forth such other information necessary to
enable the Trustee to pay such Additional Amounts to Holders on the applicable payment date. Any
such Officers’ Certificate will be delivered to the Trustee at least 2 Business Days in advance of
when the payments in question are required to be made (unless a shorter period of time is
acceptable to the Trustee in its reasonable discretion). The Payor will promptly publish a notice
in accordance with Section 11.2 hereof stating that such Additional Amounts will be payable and
describing the obligation to pay such amounts.



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     (e) The Payors, jointly and severally, will reimburse the Holders of Securities, upon written
request of such Holder of Securities and certified proof of payment for the amount of (i) any Taxes
levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with
payments made under or with respect to any Note Guarantee; and (ii) any Taxes levied or imposed
with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the
net amount received by such Holder after such reimbursement will not be less than the net amount
such Holder would have received if the Taxes giving rise to the reimbursement described in clauses
(i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation
provided for in this Section 4.22(e) shall not extend to Taxes imposed for which the Holder of the
Securities would not have been eligible to receive payment of Additional Amounts hereunder by
virtue of clauses (i) through (vi) of Section 4.22(b) hereof, or to the extent such Holder received
Additional Amounts with respect to such payments.



     (f) In addition, the Payor will pay any stamp, issue, registration, court, documentary, excise
or other similar taxes, charges and duties, including interest and penalties with respect thereto,
imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance,
registration or delivery of any Note Guarantee or any other document or instrument referred to
thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction at any
time as a result of, or in connection with, (i) any payments made pursuant to the Securities, any
Note Guarantee or any other such document or instrument referred to thereunder and/or (ii) the
enforcement of any Note Guarantee or any other such document or instrument referred to thereunder.



     (g) The obligations described under this Section 4.22 will survive any termination, defeasance
or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor
and to any jurisdiction (other than the United States, any state thereof or the District of
Columbia) in which such successor is organized, doing business or is otherwise resident for Tax
purposes or any jurisdiction (other than the United States, any state thereof or the District of
Columbia) from or through which payment is made by such successor or its respective agents.



     (h) Whenever this Indenture refers to, in any context, the payment of principal, premium, if
any, interest or any other amount payable under or with respect to any Security or under any Note
Guarantee, such reference includes the payment of Additional Amounts or other payments that
would be payable pursuant to this Section 4.22, if applicable.



ARTICLE 5




MERGER, CONSOLIDATION OR SALE OF ASSETS



     Section 5.1 Merger, Consolidation or Sale of Assets.



     (a) Parent and the Company shall not, directly or indirectly, consolidate or merge with or
into another Person (whether or not Parent or the Company is the surviving corporation) or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of Parent and its Restricted Subsidiaries, taken as a whole, in one or more related
transactions, to another Person, unless:




          (i) either: (x) Parent or the Company is the surviving corporation; or (y) the Person
formed by or surviving any such consolidation or merger (if other than Parent or the
Company) or to which such sale, assignment, transfer, conveyance or other disposition has
been made is organized and validly existing under the laws of the United States, any state
of the United States or the District of Columbia or, except in the case of a consolidation
or merger of the Company, under the laws of Canada or any province thereof);



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          (ii) the Person formed by or surviving any such consolidation or merger (if other than
Parent or the Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made expressly assumes all the obligations of Parent or the
Company, as applicable, under the Securities (or the Note Guarantee), and this Indenture
pursuant to agreements reasonably satisfactory to the Trustee;




          (iii) immediately after such transaction, no Default or Event of Default exists;




          (iv) either (a) Parent or the Person formed by or surviving any such consolidation or
merger (if other than Parent or the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made shall, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.9(a) hereof or (b) Parent or the Person formed by or surviving any such
consolidation or merger (if other than Parent or the Company) or to which such sale,
assignment, transfer, conveyance or other disposition has been made would, on the date of
such transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable four-quarter
period, have a Fixed Charge Coverage Ratio for such Person and its Restricted Subsidiaries
that would be equal to or greater than such ratio for such Person and its Restricted
Subsidiaries immediately prior to such action; and




          (v) the Company has delivered to the Trustee an Officers’ Certificate stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture complies with this
Article and that all conditions precedent herein provided for relating to such transaction
have been complied with and an Opinion of Counsel stating that the supplemental indenture,
if any, and the related transactions do not conflict with this Indenture.



     (b) Parent or the Company may not, directly or indirectly, lease all or substantially all of
its properties or assets, in one or more related transactions, to any other Person.



     (c) Parent will not permit any Subsidiary Guarantor to, directly or indirectly: (1)
consolidate or merge with or into another Person; or (2) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to another Person unless:




          (i) except in the case of a Subsidiary Guarantor (x) that has been disposed of in its
entirety to another Person (other than to Parent or an Affiliate of Parent), whether through
a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the
disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary of Parent,
in both cases in compliance with its obligations pursuant to Section 4.14 in respect of such
disposition, the resulting, surviving or transferee Person (if not such Subsidiary
Guarantor) shall be a Person organized and existing under the laws of the jurisdiction under
which such Subsidiary was organized or under the laws of the United States of America, any
state thereof or the District of Columbia, and such Person shall expressly assume, by a
guarantee agreement in a form reasonably satisfactory to the trustee, all the obligations of
such Subsidiary Guarantor under its Note Guarantee; and




          (ii) immediately after such transaction, no Default or Event of Default exists.



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     Notwithstanding the foregoing: (A) any Restricted Subsidiary (other than the Company) may
consolidate with, merge into or transfer all or part of its properties and assets to Parent, the
Company or any Subsidiary Guarantor and (B) Parent or the Company may merge with an Affiliate of
Parent solely for the purpose of reincorporating Parent or the Company in another jurisdiction
within the United States of America, any state thereof or the District of Columbia or, in the case
of Parent, Canada or any province thereof.



     Section 5.2 Successor Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person
or any conveyance, transfer or lease of all or substantially all of the properties and assets of
the Company in accordance with Section 5.1 hereof, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Securities.



ARTICLE 6




DEFAULT AND REMEDIES



     Section 6.1 Events of Default. Each of the following is an “Event of Default”:



     (a) default in the payment of any principal of (including, without limitation, any premium, if
any, on) the Securities when the same becomes due and payable (whether at maturity, upon a
Redemption Date, Change of Control Purchase Date, Purchase Date or otherwise);



     (b) default in the payment of any interest payable on the Securities when the same becomes due
and payable and the Default continues for a period of 30 days;



     (c) failure by Parent or any of its Restricted Subsidiaries




          (i) to comply with any of the provisions of Sections 3.8, 3.14, 4.8, 4.9 or 4.14 of
this Indenture, which failure remains uncured for 30 days after notice; or




          (ii) to comply with the provisions described in Section 5.1 of this Indenture;



     (d) Parent or any of its Restricted Subsidiaries fails to comply with any of the other
covenants contained in the Securities or this Indenture and the Default continues for 60 days after
notice to the Company from the Trustee or the Holders of at least 25% in aggregate principal amount
of the Securities then outstanding;



     (e) default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by Parent or any of its
Restricted Subsidiaries (or the payment of which is Guaranteed by Parent or any of its Restricted
Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of
this Indenture, if that default:




          (i) is caused by a failure to pay principal when due on such Indebtedness within any
applicable grace period provided in such Indebtedness (a “Payment Default”); or




          (ii) results in the acceleration of such Indebtedness prior to its express maturity,



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and, in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $75.0 million or more;




     (f) failure by Parent or any of its Restricted Subsidiaries to pay final non-appealable
judgments aggregating in excess of $75.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days after becoming final;



     (g) any Note Guarantee by Parent or a Significant Subsidiary ceases to be in full force and
effect in all material respects (except as contemplated by the terms thereof) or Parent or any
Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms Parent’s or such
Subsidiary Guarantor’s, as applicable, obligations under this Indenture or any Note Guarantee and
such Default continues for 10 days after receipt of the notice as specified in this Indenture;



     (h) Parent, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
pursuant to or within the meaning of any Bankruptcy Law:




          (i) commences a voluntary case or proceeding;




          (ii) consents to the entry of an order for relief against it in an involuntary case or
proceeding;




          (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;



     (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




          (i) is for relief against Parent, the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary in an involuntary case or proceeding;




          (ii) appoints a Custodian of Parent, the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary or for all or substantially all of the property of
Parent, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
or




          (iii) orders the liquidation of Parent, the Company, any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary;


and in each case the order or decree described in this clause (i) remains unstayed and in effect
for 60 consecutive days.




     Any notice given pursuant to Section 6.1(d) hereof must be in writing and must specify the
Default, demand that it be remedied and state that the notice is a “Notice of Default.” When any
Default under this Section 6.1 is cured, it ceases.



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     Section 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in clause (h) or (i) of
Section 6.1 hereof with respect to Parent or the Company) occurs and is continuing, the Trustee
may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid
principal to the date of acceleration on the Securities then outstanding (if not then due and
payable) to be due and payable upon any such declaration, and the same shall become and be
immediately due and payable. If an Event of Default specified in clause (h) or (i) of Section 6.1
hereof with respect to Parent or the Company occurs, all unpaid principal (including, without
limitation, any premium, if any), and accrued interest, if any, on the Securities then outstanding
shall ipso facto become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of
the Securities then outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (a) all existing Events of Default, other than the nonpayment of the principal of
the Securities which has become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest at a rate of 1% per
annum over the amount of interest otherwise payable on such Securities on overdue installments of
interest and overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 7.7 hereof have been made. No such rescission shall affect any subsequent
default or impair any right consequent thereto.



     Section 6.3 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, but shall not be
obligated to, pursue any available remedy by proceeding at law or in equity to collect the payment
of the principal of or interest on the Securities or to enforce the performance of any provision of
such Securities or this Indenture.



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



     Section 6.4 Waiver of Defaults and Events of Default. Subject to Sections 6.7 and 9.2 hereof, the Holders of a majority in aggregate principal
amount of the Securities then outstanding by notice to the Trustee may waive an existing Default or
Event of Default and its consequences, except a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on any Securities when due or any Default or Event of
Default in respect of any provision of this Indenture or the Securities which, under Section 9.2
hereof, cannot be modified or amended without the consent of the Holder of each Security affected.
When a Default or Event of Default is waived, it is cured and ceases.



     Section 6.5 Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding
may direct the time, method and place of conducting any proceeding for exercising any remedy or
power available to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another Holder of Securities or the
Trustee, or that may involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.



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     Section 6.6 Limitations on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Securities (except
actions for payment of overdue principal, premium, if any, or interest) unless:




          (a) the Holder gives to the Trustee written notice of a continuing Event of Default;




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




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




          (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and




          (e) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal amount of the
Securities.



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



     Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a
Security to receive payment of the principal of, or interest on the Security, on or after the
respective due dates expressed in the Security and this Indenture and to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of the Holder.



     Section 6.8 Collection Suit by Trustee. If an Event of Default in the payment of principal or interest specified in clause (a) or
(b) of Section 6.1 hereof occurs and is continuing with respect to any Securities, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Company or another
obligor on the Securities for the whole amount of principal and accrued interest remaining unpaid,
together with, to the extent that payment of such interest is lawful, interest on overdue principal
and overdue installments of interest, in each case at a rate equal to the interest rate then in
effect on such Security plus 1% per annum and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.



     Section 6.9 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered to collect and
receive any money or other property payable or deliverable on any such claims and to distribute the
same, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.7 hereof, and to the extent that such payment of the
reasonable compensation, expenses, disbursements and advances in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of,
any and



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all distributions, dividends, money, securities and other property which the Holders may be
entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or adopt any plan of
reorganization, arrangement, adjustment or composition affecting the Securities 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 6.10 Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:




          First, to the Trustee for amounts due under Section 7.7 hereof;




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




          Third, the balance, if any, to the Company.



     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10.



     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a
suit made by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders
of more than 10% in aggregate principal amount of the Securities then outstanding.



ARTICLE 7




TRUSTEE



     Section 7.1 Duties of Trustee.



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



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




          (A) the Trustee need perform only those duties as are specifically set forth in this
Indenture and no others; and




          (B) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. The Trustee, however, shall examine any certificates and opinions which by any
provision hereof are



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specifically required to be delivered to the Trustee to determine
whether or not they conform to the requirements of this Indenture.



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




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




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




          (C) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.5
hereof.



     (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers unless the Trustee shall have received satisfactory
indemnity in its opinion against potential costs and liabilities incurred by it relating thereto.



     (e) Every provision of this Indenture that in any way relates to the Trustee is subject to
subsections (a), (b), (c) and (d) of this Section 7.1.



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



     Section 7.2 Rights of Trustee. Subject to Section 7.1 hereof:




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




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel (or both), which shall conform to Section 11.4(b)
hereof. The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers’ Certificate or Opinion of Counsel.




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




          (d) The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers.




          (e) The Trustee may consult with counsel of its selection, and the advice or opinion of
such counsel as to matters of law shall be full and complete authorization and protection in
respect of any such action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.




          (f) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to
this



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Indenture, unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.




          (g) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney at the sole
cost of the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.




          (h) The Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office, and such notice references the Securities and this Indenture.




          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder.




          (j) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.




          (k) In no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the
Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.



     Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or an Affiliate of the Company with the same
rights it would have if it were not Trustee. Any Agent may do the same with like rights. However,
the Trustee is subject to Sections 7.10 and 7.11 hereof.



     Section 7.4 Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities,
and it shall not be responsible for any statement in the Securities other than its certificate of
authentication.



     Section 7.5 Notice of Default or Events of Default. If a default or an Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known by the Trustee. However, the Trustee may withhold the notice if
and so long as a committee of its Trust Officers in good faith determines that



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withholding notice
is in the interests of Securityholders,
except in the case of a Default or an Event of Default in payment of the principal (including
premium, if any) of or interest on any Security.




     Section 7.6 [Reserved].



     Section 7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation (as agreed to from
time to time by the Company and the Trustee in writing) for its services (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it. Such expenses may include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.



     The Company shall indemnify the Trustee or any predecessor Trustee (which for purposes of this
Section 7.7 shall include its officers, directors, employees and agents) for, and hold it harmless
against, any and all loss, liability or expense including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), (including reasonable legal fees and
expenses) incurred by it in connection with the acceptance or administration of its duties under
this Indenture or any action or failure to act as authorized or within the discretion or rights or
powers conferred upon the Trustee hereunder including the reasonable costs and expenses of the
Trustee and its counsel in defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the
Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The
Company need not pay for any settlement effected without its prior written consent, which shall not
be unreasonably withheld.



     The Company need not reimburse the Trustee for any expense or indemnify it against any loss or
liability incurred by it resulting from its gross negligence or bad faith.



     To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a
senior claim to which the Securities are hereby made subordinate on all money or property held or
collected by the Trustee, except such money or property held in trust to pay the principal of and
interest on the Securities. The obligations of the Company under this Section 7.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
clause (g) or (h) of Section 6.1 hereof occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law to the extent
permitted by law. The provisions of this Section shall survive the termination of this Indenture.



     Section 7.8 Replacement of Trustee. The Trustee may resign by so notifying the Company. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so notifying the
Trustee and may, with the Company’s written consent, appoint a successor Trustee. The Company may
remove the Trustee if:




	 	(a)	 	the Trustee fails to comply with Section 7.10 hereof;
	 
	 	(b)	 	the Trustee is adjudged a bankrupt or an insolvent;
	 
	 	(c)	 	a Custodian or other public officer takes charge of the Trustee or its property; or
	 
	 	(d)	 	the Trustee becomes incapable of acting.




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     If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for
any reason, the Company shall promptly appoint a successor Trustee. The resignation or removal of
a Trustee shall not be effective until a successor Trustee shall have delivered the written
acceptance of its appointment as described below.



     If a successor Trustee does not take office within 45 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of 10% in principal amount of the
Securities then outstanding may petition any court of competent jurisdiction for the appointment of
a successor Trustee at the expense of the Company.



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



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee and be released from its obligations
(exclusive of any liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
A successor Trustee shall mail notice of its succession to each Holder.



     A retiring Trustee shall not be liable for the acts or omissions of any successor Trustee
after its succession.



     Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.



     Section 7.9 Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets (including the administration of this Indenture) to, another
corporation, the resulting, surviving or transferee corporation, without any further act, shall be
the successor Trustee, provided such transferee corporation shall qualify and be eligible under
Section 7.10 hereof. Such successor Trustee shall promptly mail notice of its succession to the
Company and each Holder.



     Section 7.10 Eligibility; Disqualification. The Trustee shall always satisfy the requirements of paragraphs (1), (2) and (5) of TIA
Section 310(a). The Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000. If at any time the Trustee shall cease to satisfy any such
requirements, it shall resign immediately in the manner and with the effect specified in this
Article 7. The Trustee shall be subject to the provisions of TIA Section 310(b).



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




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ARTICLE 8




DEFEASANCE; SATISFACTION AND

DISCHARGE OF INDENTURE



     Section 8.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be
of further effect, and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when




     (a) either




     (i) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in section 2.7 hereof and (ii) Securities for whose payment money
has theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 8.5 hereof) have been delivered to the Trustee for cancellation;
or




     (ii) all Securities not theretofore delivered to the Trustee for cancellation
have become due and payable by reason of the mailing 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 irrevocably deposited cash, non-callable U.S.
government securities or a combination thereof with the Trustee or a Paying Agent
(other than the Company or any of their Affiliates) as trust funds in trust for the
purpose of and in an amount sufficient to pay and discharge the entire indebtedness
on the Securities not theretofore delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or
redemption;




     (b) no Default or Event of Default has occurred and is continuing on the date of the
deposit or will occur as a result of the deposit and the 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, and as to which the rights of the other parties
thereto are senior to those of the Holders;




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




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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.7 hereof shall survive and, if cash, non-callable U.S.
government securities or a combination thereof shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6,
2.7, 2.12, 4.2, 4.3 and 7.8, this Article 8 and Section 11.5, shall survive until the Securities
have been paid in full.



     Section 8.2 Legal Defeasance. The Company and the Note Guarantors shall be deemed to
have paid and will be discharged from any and all obligations in respect of this Indenture and the
Securities and the related Note Guarantees on the date of the deposit referred to in clause (a) of
this Section 8.2, and the provisions of this Indenture shall no longer be in effect (“Legal
Defeasance”), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same,



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except for the following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities to receive solely from
the trust fund described in clause (a) below payments in respect of the principal of, premium, if
any, and interest on the Securities when such payments are due, (ii) the Company’s obligations with
respect to the Securities under Article 2 and Section 4.2 hereof, (iii) the rights, powers, trusts,
duties, indemnities and immunities of the Trustee hereunder, including, without limitation, Section
7.7 hereof and the Company’s obligations in connection therewith and (iv) this Section 8.2.
Subject to compliance with this Section 8.2, the Company may exercise their option under this
Section 8.2 notwithstanding the prior exercise of their option under Section 8.3 hereof. The
following conditions shall apply to Legal Defeasance:




     (a) the Company shall have irrevocably deposited with the Trustee, in trust, for the
benefit of the Holders of the Securities, cash in U.S. dollars, Government Securities, or a
combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, or interest and
premium, if any, on the outstanding Securities on the Stated Maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the Securities are
being defeased to their Stated Maturity or to a particular Redemption Date;




     (b) the Company shall have delivered to the Trustee an Opinion of Counsel (based on a
ruling published by the United States Internal Revenue Service or other change in the
applicable U.S. federal income tax law) in the United States reasonably acceptable to the
Trustee to the effect that the Holders will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such deposit and Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such deposit and Legal Defeasance had not occurred;




     (c) no Default or Event of Default shall have occurred and be continuing either: (i) on
the date of such deposit (other than a Default or an Event of Default resulting from the
borrowing of funds to be applied to such deposit) or (ii) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at the time in the period ending on the 91st
day after the date of deposit;




     (d) the Legal Defeasance shall not result in a breach or violation of, or constitute a
default under any material agreement or instrument (other than this Indenture) to which
Parent or any of its Restricted Subsidiaries is a party or by which the Company or any of
its Restricted Subsidiary is bound;




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




     (f) 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 have
been complied with.



     After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the
discharge of the Company’s obligations under the Securities and this Indenture except for those
surviving obligations in the immediately preceding paragraph.



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     Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.2(b) hereof with
respect to a Legal Defeasance need not be delivered if all Securities not theretofore delivered to
the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable
upon maturity or redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.



     Section 8.3 Covenant Defeasance. The Company and the Note Guarantors may omit to
comply with any term, provision or condition set forth in clause (iv) of Section 5.1(a) hereof, and
the Company may omit to comply with any term, provision or condition set forth in Sections 4.8
through 4.18 hereof and any breach of clauses (c), (d), (e), or (f), or with respect to Significant
Subsidiaries only, clauses (h) or (i) under Section 6.1 hereof shall be deemed not to be an Event
of Default on the date of deposit referred to in clause (a) of this Section 8.3 (“Covenant
Defeasance”), if in each case:




     (a) the Company shall have irrevocably deposited with the Trustee, in trust, for the
benefit of the Holders of the Securities, cash in U.S. dollars, Government Securities, or a
combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, or interest and
premium, if any, on the outstanding Securities on the Stated Maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the Securities are
being defeased to their Stated Maturity or to a particular Redemption Date;




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




     (c) no Default or Event of Default shall have occurred and be continuing either: (i) on
the date of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) or (ii) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at the time in the period ending on the 91st
day after the date of deposit;




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




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




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



     If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay
the principal of and interest on the Securities when due, then the obligations of the Company and
the Note Guarantors under this Indenture will be revived and no such defeasance will be deemed to
have occurred.



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     Upon the occurrence of a Covenant Defeasance, the Trustee shall send written notice of such
Covenant Defeasance to the Company.



     Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.3(b) hereof with
respect to a Covenant Defeasance need not be delivered if all Securities not theretofore delivered
to the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable
upon maturity or redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.



     Section 8.4 Application of Trust Money. Subject to the provisions of Section 8.5
hereof, the Trustee or a Paying Agent shall hold in trust, for the benefit of the Holders of
Securities, all money deposited with it pursuant to Section 8.1, 8.2 or 8.3 hereof and shall apply
the deposited money in accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities.



     Section 8.5 Repayment to the Company. The Trustee and each Paying Agent shall
promptly pay to the Company upon request any excess money (i) deposited with them pursuant to
Section 8.1, 8.2 or 8.3 hereof and (ii) held by them at any time.



     The Trustee and each Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal or interest that remains unclaimed for two years after a right to such
money has matured; provided, however, that the Trustee or such Paying Agent, before being required
to make any such payment, may at the expense of the Company cause to be mailed to each Holder
entitled to such money notice that such money remains unclaimed and that after a date specified
therein, which shall be at least 30 days from the date of such mailing, any unclaimed balance of
such money then remaining will be repaid to the Company. After payment to the Company, Holders
entitled to money must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.



     Section 8.6 Reinstatement. If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 8.5 hereof by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, 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
8.1, 8.2 or 8.3 hereof until such time as the Trustee or such Paying Agent is permitted to apply
all such money or Government Securities in accordance with Section 8.5 hereof; provided, however,
that if the Company has made any payment of the principal of or interest on any Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of such Securities to receive any such payment from the money or Government Securities held
by the Trustee or such Paying Agent.



ARTICLE 9




AMENDMENTS, SUPPLEMENTS AND WAIVERS



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




     (a) to comply with Section 5.1 hereof;




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



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




     (d) 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;




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




     (f) to conform the text of this Indenture or the Securities to any provision of the
section of the Offering Circular dated November 18, 2010 captioned “Description of the
Notes” to the extent that such provision was intended to be a verbatim recitation of a
provision of this Indenture or the Securities;




     (g) to provide for the issuance of Additional Securities in accordance with the
limitations set forth in this Indenture as of the date hereof;




     (h) to add additional Note Guarantees with respect to the Securities or to confirm and
evidence the release, termination or discharge of any Note Guarantee with respect to the
Securities when such release, termination or discharge is permitted under this Indenture; or




     (i) to appoint a successor Trustee.



     Section 9.2 With Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Securities with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding. The Holders of at least
a majority in aggregate principal amount of the Securities then outstanding may waive compliance in
a particular instance by the Company with any provision of this Indenture or the Securities without
notice to any Holder. However, notwithstanding the foregoing but subject to Section 9.4 hereof,
without the written consent of each Holder of Securities affected hereby, an amendment, supplement
or waiver, including a waiver pursuant to Section 6.4 hereof, may not:




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




     (b) reduce the principal of or change the Stated Maturity of any such Security or alter
the provisions with respect to the redemption of such Securities (excluding, for the
avoidance of doubt, provisions relating to Sections 3.8, 3.14 and 4.14);




     (c) reduce the rate of or change the time for payment of interest on any such Security;




     (d) make any such Security payable in money other than U.S. dollars;




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




     (f) waive a redemption payment with respect to any such Security (excluding, for the
avoidance of doubt, a payment required by Sections 3.8, 3.14 and 4.14);



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




     (h) modify the Note Guarantees with respect to such Securities in any manner adverse to
the Holders of such Securities; or




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



     It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.



     After an amendment, supplement or waiver under Section 9.1 or this Section 9.2 becomes
effective, the Company shall mail to the Holders 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 amendment,
supplement or waiver.



     Section 9.3 [Reserved].



     Section 9.4 Revocation and Effect of Consents. Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion
of a Security if the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.



     After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it makes a change described in any of clauses (a) through (i) of Section 9.2 hereof. In that case
the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it
and every subsequent Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security.



     Section 9.5 Notation on or Exchange of Securities. If an amendment, supplement or
waiver changes the terms of a Security, the Trustee may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the
changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate
a new Security that reflects the changed terms.



     Section 9.6 Trustee to Sign Amendments, Etc. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, in its sole discretion, but
need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and, subject to Section 7.1 hereof, shall be fully protected
in relying upon, an Opinion of Counsel stating that such amendment or supplemental indenture is
authorized or permitted by this Indenture and all conditions precedent in this Indenture to such
execution have been complied with. The Company may not sign an amendment or supplemental indenture
until its Board of Directors approves it.



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     Section 9.7 Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



ARTICLE 10




NOTE GUARANTEES



     Section 10.1 Note Guarantees.



     (a) Each of the Note Guarantors, jointly and severally, hereby unconditionally Guarantees to
each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company hereunder or thereunder that: (i) the due and punctual
payment of principal, premium and interest on the Securities shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and punctual
payment of interest on the overdue principal of and interest on the Securities, if any, if lawful,
and all other obligations of the Company to the Holders or the Trustee under this Indenture or any
Security shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof, and (iii) in case of any extension of time of payment or renewal of any Securities or any
of such other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
pursuant to Section 6.2 hereof or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and
severally obligated to pay the same immediately. Each Note Guarantor shall agree that this is a
Guarantee of payment and not a Guarantee of collection.



     (b) Each of the Note Guarantors hereby agrees that its obligations with regard to its
Guarantee shall be joint and several, unconditional, irrespective of the validity or enforceability
of the Securities or the obligations of the Company under this Indenture, the absence of any action
to enforce the same, the recovery of any judgment against the Company or any other obligor with
respect to this Indenture, the Securities or the obligations of the Company under this Indenture or
the Securities, any action to enforce the same or any other circumstances (other than complete
performance) which might otherwise constitute a legal or equitable discharge or defense of a Note
Guarantor. Each Note Guarantor further, to the extent permitted by law, shall waive and relinquish
all claims, rights and remedies accorded by applicable law to guarantors and shall agree not to
assert or take advantage of any such claims, rights or remedies, including but not limited to: (i)
any right to require any of the Trustee, the Holders or the Company (each a “Benefited Party”), as
a condition of payment or performance by such Note Guarantor, to (A) proceed against the Company,
any other guarantor (including any other Note Guarantor) of the obligations under the Note
Guarantees or any other person, (B) proceed against or exhaust any security held from the Company,
any such other guarantor or any other person, (C) proceed against or have resort to any balance of
any deposit account or credit on the books of any Benefited Party in favor of the Company or any
other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii)
any defense arising by reason of the incapacity, lack of authority or any disability or other
defense of the Company including any defense based on or arising out of the lack of validity or the
unenforceability of the obligations under the Note Guarantees or any agreement or instrument
relating thereto or by reason of the cessation of the liability of the Company from any cause other
than payment in full of the obligations under the Note Guarantees; (iii) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (iv) any defense based
upon any Benefited Party’s errors or omissions in the administration of the obligations under the
Note Guarantees, except behavior which



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amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms of the Note Guarantees and any legal or equitable
discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee, (B) the
benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under
its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments
and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party
protect, secure, perfect or insure any security interest or lien or any property subject thereto;
(vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices
of any action or inaction, including acceptance of the Note Guarantees, notices of default under
the Securities or any agreement or instrument related thereto, notices of any renewal, extension or
modification of the obligations under the Note Guarantees or any agreement related thereto, and
notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to
the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any
defenses or benefits that may be derived from or afforded by law which limit the liability of or
exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees.
Except as set forth in Section 10.5, each Note Guarantor shall covenant that its Note Guarantee
shall not be discharged except by complete performance of the obligations contained in its Note
Guarantee and this Indenture.



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



     (d) Each Note Guarantor shall agree that it shall not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Note Guarantor shall further agree that, as between the
Note Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 hereof
for the purposes of any Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby and (ii) in the event
of any declaration of acceleration of such obligations as provided in Section 6.2 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Note
Guarantors for the purpose of any such Guarantee. The Note Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the applicable Guarantee.



     Section 10.2 Execution and Delivery of Note Guarantees. To evidence its Guarantee set forth
in Section 10.1 hereof, each Note Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form of Exhibit B hereto shall be endorsed by an officer of such Note
Guarantor on each Security authenticated and delivered by the Trustee and that this Indenture shall
be executed on behalf of such Note Guarantor by any of its Officers. Each of the Note Guarantors,
jointly and severally, hereby agrees that its Guarantee set forth in Section 10.1 hereof shall
remain in full force and effect notwithstanding any failure to endorse on each Security a notation
of such Note Guarantee. If an officer or Officer whose signature is on this Indenture or on the
Note Guarantee of a Note Guarantor no longer holds that office at the time the Trustee
authenticates the Security on which the Note Guarantee of such Note Guarantor is endorsed, the Note
Guarantee of such Note Guarantor shall be valid nevertheless. The delivery of any Security by the
Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note
Guarantees set forth in this Indenture on behalf of the Note Guarantors.



     Section 10.3 Limitation on Note Guarantor Liability. Each Note Guarantor shall
confirm, and by its acceptance of Securities, each Holder hereby confirms, that it is the intention
of all such parties that



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any Guarantee of such Note Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar applicable law to the extent applicable to any Note Guarantee. To effectuate
the foregoing intention, the Trustee and the Holders irrevocably agree, and the Note Guarantors
shall irrevocably agree, that the obligations of such Note Guarantor under this Article 10 shall be
limited to the maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Note Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from or payments made
by or on behalf of any other Note Guarantor in respect of the obligations of such other Note
Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its
Note Guarantee not constituting a fraudulent transfer or conveyance.



     Section 10.4 Merger and Consolidation of Note Guarantors.



     (a) In case of any sale or other disposition, consolidation, merger, sale or conveyance and
upon the assumption by the successor person, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the
Securities and the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Note Guarantor, such successor person shall succeed to and be
substituted for the Note Guarantor with the same effect as if it had been named herein as a Note
Guarantor. Such successor person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Securities available hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as
though all of such Note Guarantees had been issued at the date of the execution hereof.



     (b) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (a) of this
Section 10.4, nothing contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Note Guarantor with or into the Company or another Note Guarantor, or
shall prevent any sale or conveyance of the property of a Note Guarantor as an entirety or
substantially as an entirety to the Company or another Note Guarantor.



     Section 10.5 Release.



     (a) In the event (i) of a sale or other disposition of all or substantially all of the assets
of any Subsidiary Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale
or other disposition of all the Equity Interests of any Subsidiary Guarantor, in each case to a
person that is not (either before or after giving effect to such transactions) a Subsidiary of
Parent, so long as the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation Section 4.14 hereof,
(ii) of a designation by Parent of any Restricted Subsidiary that is a Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the definition thereof, (iii) upon the release or
discharge of any Note Guarantee in respect of any Indebtedness that resulted in the issuance after
the Issue Date of the Note Guarantee by such Subsidiary Guarantor or (iv) the Company discharges
this Indenture under Section 8.1 or exercises its legal or covenant defeasance options under
Section 8.2 or 8.3, respectively, such Subsidiary Guarantor or, in the case of a sale or other
disposition of all or substantially all of the assets of such Subsidiary Guarantor, the Person
acquiring such property, shall be released and relieved of any obligations under its Guarantee
without any further action being required by the Trustee or any Holder. If the Company discharges
this Indenture under Section 8.1 or exercises its legal or covenant defeasance options under
Section 8.2 or 8.3, respectively, Parent shall be released and relieved of any obligations under
its Note Guarantee without any further action being required by the Trustee or any Holder.



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     (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.8 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release of any Subsidiary
Guarantor from its obligations under its Guarantee.



     (c) Any Note Guarantor not released from its obligations under its Note Guarantee shall remain
liable for the full amount of principal of and interest on the Securities and for the other
obligations of any Note Guarantor under this Indenture as provided in this Article 10.



     Section 10.6 Canadian Note Guarantee.



     The Company confirms that each Canadian Note Guarantor has delivered a duly executed Canadian
Note Guarantee to the Trustee for the benefit of the Holders.



ARTICLE 11




MISCELLANEOUS



     Section 11.1 Certain Trust Indenture Act Sections.



     The Company shall comply with Sections 314(a)(4), 314(c) and 314(e) of the TIA.



     Section 11.2 Notices. Any demand, authorization notice, request, consent or
communication shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by
delivery in person or mail by first-class mail, postage prepaid, or by guaranteed overnight
courier) to the following facsimile numbers:



     If to the Company, to:




Valeant Pharmaceuticals International

One Enterprise

Aliso Viejo, California 92656

Attention: Corporate Secretary

Facsimile No.: (949) 461-6661



     With a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

Attention: Richard Aftanas

Facsimile No.: (917) 777-4112



     If to the Trustee, to:




The Bank of New York Mellon Trust Company, N.A.

700 South Flower Street, Suite 500

Los Angeles, CA 90017

Attn: Corporate Trust Administration

Facsimile No.: (213) 630-6298



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     Such notices or communications shall be effective when received.



     The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.



     Any notice or communication mailed to a Holder shall be mailed by first-class mail or
delivered by an overnight delivery service to it at its address shown on the register kept by the
Registrar.



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



     The Trustee agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic
methods (including pdf files). If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The party providing electronic instructions agrees to assume all risks arising out of
the use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.



     Notwithstanding anything to the contrary contained herein, as long as the Securities are in
the form of a Global Security, notice to the Holders may be made electronically in accordance with
procedures of the Depositary.



     Section 11.3 Communications by Holders With Other Holders. Securityholders may
communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights
under this Indenture or the Securities. The Company, the Trustee, the Registrar and any other
person shall have the protection of TIA Section 312(c).



     Section 11.4 Certificate and Opinion of Counsel as to Conditions Precedent.



     (a) Upon any request or application by the Company to the Trustee to take any action under
this Indenture other than the initial issuance of the Securities and the Note Guarantees, the
Company shall furnish to the Trustee at the request of the Trustee:




     (A) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent (including any covenants, compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed action have been
complied with; and




     (B) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent (including any covenants, compliance with which constitutes a condition
precedent) have been complied with.



     (b) Each Officers’ Certificate and Opinion of Counsel with respect to compliance with a
condition or covenant provided for in this Indenture shall include:



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




     (B) 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;




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




     (D) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with;


provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an
Officers’ Certificate or certificates of public officials.




     Section 11.5 Record Date for Vote or Consent of Holders. The Company (or, in the
event deposits have been made pursuant to Section 8.1, 8.2 or 8.3 hereof, the Trustee) may set a
record date for purposes of determining the identity of Holders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which record date shall not
be more than thirty (30) days prior to the date of the commencement of solicitation of such action.
Notwithstanding the provisions of Section 9.4 hereof, if a record date is fixed, those persons who
were Holders of Securities at the close of business on such record date (or their duly designated
proxies), and only those persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such persons continue to be Holders
after such record date.



     Section 11.6 Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules (not inconsistent with the terms of this Indenture) for action by or at a meeting
of Holders. Any Registrar or Paying Agent may make reasonable rules for its functions.



     Section 11.7 Legal Holidays. A “Legal Holiday” is a Saturday, Sunday or a day on
which state or federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a payment date,
including any Redemption Date, Purchase Date, Change of Control Purchase Date and Final Maturity
Date, is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period on such payment. If an interest
record date is a Legal Holiday, the record date shall not be affected.



     Section 11.8 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.



     (a) This Indenture and the Securities shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to principles of conflicts of laws.



     (b) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or
United States Federal court sitting in The City of New York over any suit, action or proceeding
arising out of or relating to this Indenture. The Company irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient forum.



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     (c) 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 SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.



     Section 11.9 No Adverse Interpretation of Other Agreements. This Indenture may not be
used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the
Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.



     Section 11.10 No Recourse Against Others. All liability described in paragraph 13 of
the Form of the Securities attached hereto as Exhibits A of any director, officer, employee or
shareowner, as such, of Parent, the Company or any Subsidiary Guarantor is waived and released.



     Section 11.11 Successors. All agreements of the Company in this Indenture and the
Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind
its successor.



     Section 11.12 Multiple Counterparts. The parties may sign multiple counterparts of
this Indenture. Each signed counterpart shall be deemed an original, but all of them together
represent the same agreement.



     Section 11.13 Separability. In case any provisions in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 11.14
Table of Contents, Headings, etc. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.



     Section 11.15 Calculations in Respect of the Securities. The Company and its agents
shall make all calculations under this Indenture and the Securities in good faith. In the absence
of manifest error, such calculations shall be final and binding on all Holders. The Company shall
provide a copy of such calculations to the Trustee as required hereunder.



     Section 11.16 Agent for Service and Waiver of Immunities. By the execution and
delivery of this Indenture, Parent and each Subsidiary Guarantor that is not a Domestic Subsidiary,
within 10 days of becoming a Subsidiary Guarantor that is not a Domestic Subsidiary, as applicable,
will (i) acknowledge that they will designate and appoint CT Corporation or another Person
satisfactory to the Trustee (the “Authorized Agent”), as their authorized agent upon whom process
may be served in any suit or proceeding arising out of or relating to this Indenture or the
Securities that may be instituted in any federal or state court in the State of New York or brought
under federal or state securities laws, and acknowledge that the Authorized Agent has accepted such
designation, (ii) submit to the jurisdiction of any such court in any such suit or proceeding, and
(iii) agree that service of process upon the Authorized Agent and written notice of said service to
Parent or the Subsidiary Guarantor that is not a Domestic Subsidiary, as applicable, in accordance
with Section 11.2 shall be deemed effective service of process in any such suit or proceeding.
Parent and each Subsidiary Guarantor that is not a Domestic Subsidiary further agrees to take any
reasonable action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of the Authorized
Agent in full force and effect so long as any of the Securities shall be outstanding; provided,
however, that Parent and each Subsidiary Guarantor that is not a Domestic Subsidiary, as
applicable, may, by written notice to the Trustee, designate such additional or alternative agent for service
of process under



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this Section 11.16 that (i) maintains an office located in the Borough of
Manhattan, The City of New York, in the State of New York, (ii) is either (x) counsel for Parent or
such Subsidiary Guarantor, as applicable or (y) a corporate service company which acts as agent for
service of process for other persons in the ordinary course of its business and (iii) agrees to act
as agent for service of process in accordance with this Section 11.16. Such written notice shall
identify the name of such agent for process and the address of the office of such agent for process
in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of
any Holder, the Trustee shall deliver a copy of such notice to such Holder.



     Section 11.17 Judgment Currency. Parent, the Company and each Subsidiary Guarantor
shall indemnify each Holder and each Person, if any, who controls any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss incurred by
such party as a result of any judgment or order being given or made against the Company, Parent or
any Subsidiary Guarantor for any U.S. dollar amount due under this Indenture and such judgment or
order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and
as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is
converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York at which such party on the date of payment of such
judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency
actually received by such party if such party had utilized such amount of Judgment Currency to
purchase U.S. dollars upon such party’s receipt thereof. The foregoing indemnity shall continue in
full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate
of exchange” shall include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, U.S. dollars.



     Section 11.18 Foreign Currency Equivalent. For purposes of determining compliance
with any U.S. dollar-denominated restriction or amount, the U.S. dollar equivalent principal amount
of any amount denominated in a foreign currency will be the Dollar Equivalent calculated on the
date the Indebtedness was incurred or other transaction was entered into; provided that if any
Permitted Refinancing Indebtedness denominated in a currency other than U.S. dollars is incurred to
refinance Indebtedness denominated in the same currency, and such refinancing would cause the
applicable U.S. dollar-denominated restriction to be exceeded if calculated on the date of such
refinancing, such Permitted Refinancing Indebtedness shall be deemed not to exceed the principal
amount of such Indebtedness being refinanced. Notwithstanding any other provision in this
Indenture, no restriction or amount will be exceeded solely as a result of fluctuations in the
exchange rate of currencies.



[SIGNATURE PAGE FOLLOWS]





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



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL

 	 
	 	By:  	/s/
Rajiv De Silva	 
	 	 	Name:  	Rajiv De Silva	 
	 	 	Title:  	President and Chief Operating Officer	 
	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

 	 
	 	By:  	/s/
Margaret Mulligan	 
	 	 	Name:  	Margaret Mulligan	 
	 	 	Title:  	Executive
Vice President, Chief Financial Officer	 
	 



(Signature Page to Indenture)








 









 






	 	 	 	 	 
	 	SUBSIDIARY GUARANTORS:



ATON PHARMA, INC.

CORIA LABORATORIES, LTD.

DOW PHARMACEUTICAL SCIENCES, INC.

VALEANT PHARMACEUTICALS NORTH

    AMERICA

 	 
	 	By:  	/s/ Rajiv De Silva
 	 
	 	 	Name:  	Rajiv De Silva 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 
	 	DR. LEWINN’S PRIVATE FORMULA
    INTERNATIONAL, INC.

OCEANSIDE PHARMACEUTICALS, INC.

PRINCETON PHARMA HOLDINGS, LLC

PRIVATE FORMULA CORP.

RENAUD SKIN CARE LABORATORIES, INC.

VALEANT BIOMEDICALS, INC.

 	 
	 	By:  	/s/ Rajiv De Silva
 	 
	 	 	Name:  	Rajiv De Silva 	 
	 	 	Title:  	President 	 
	 
	 	BIOVAIL AMERICAS CORP.

BIOVAIL TECHNOLOGIES LTD.

BTA PHARMACEUTICALS, INC.

PRESTWICK PHARMACEUTICALS, INC.

BIOVAIL DISTRIBUTION CORPORATION

 	 
	 	By:  	/s/ Margaret Mulligan
 	 
	 	 	Name:  	Margaret Mulligan 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BIOVAIL HOLDINGS INTERNATIONAL SRL

BIOVAIL LABORATORIES INTERNATIONAL

    SRL

BIOVAIL LABORATORIES INTERNATIONAL

    (BARBADOS) SRL

HYTHE PROPERTY INCORPORATED

 	 
	 	By:  	/s/ Michel Chouinard
 	 
	 	 	Name:  	Michel Chouinard 	 
	 	 	Title:  	Chief Operating Officer 	 
	 




 









 











	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS
TRUSTEE

 	 
	 	By:  	/s/ Alex Briffett 	 
	 	 	Name:  	John A. (Alex) Briffett 	 
	 	 	Title:  	Authorized Signatory 	 
	 



(Signature Page to Indenture)






 









 








EXHIBIT A




[FORM OF FACE OF SECURITY]





     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1



     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
“ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-
DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE





 




			
	1	 	This paragraph to be included only if the Security is a Global Security.




A-1-1









 









TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]2




     [THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE
IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE
RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED
BY THE ACCEPTANCE OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.]3



     [THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PURSUANT TO U.S. TREASURY REGULATION
SECTION 1.1275-3, VALEANT PHARMACEUTICALS INTERNATIONAL, AT [ONE ENTERPRISE, ALISO VIEJO,
CALIFORNIA 92656], WILL MAKE AVAILABLE THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE, AND THE
YIELD TO MATURITY FOR THIS SECURITY UPON REQUEST TO THE HOLDER.]4





 




			
	2	 	These paragraphs to be included only if
the Security is a Restricted Security.
	 
	3	 	Include only if the Security is a
Restricted Security.
	 
	4	 	Include only if the Security is issued
with original issue discount.




A-1-2









 










VALEANT PHARMACEUTICALS INTERNATIONAL




			
	 	 	 
	CUSIP: [                    ]
	 	No. [      ]






6.875% SENIOR NOTES DUE 2018




     Valeant Pharmaceuticals International, a Delaware corporation (the “Company,” which term shall
include any successor corporation under the Indenture referred to on the reverse hereof) promises
to pay to ____________________ or its registered assigns, the principal sum of
________________________ Dollars ($__________) on December 1, 2018 [or such greater or lesser
amount as is indicated on the Schedule of Exchanges of Notes on the other side of this
Note]5 and to pay interest thereon as provided on the other side of this Note.



     Interest Payment Dates: June 1 and December 1, beginning June 1, 2011.



     Record Dates: May 15 and November 15.



     Additional provisions of this Note are set forth on the other side of this Note.



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



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	5	 	Include only if the Security is a Global Security.




A-1-3









 










	 	 	 	 	 
	Trustee’s Certificate of Authentication:

This is one of the Securities referred to in the

 within-mentioned Indenture for the 6.875%

Senior Notes due 2018.




THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee

 	 	 
	By:  	 	 
	 	Authorized Signatory 	 	 	 
	 


Dated: _______________________







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[FORM OF REVERSE SIDE OF SECURITY]




VALEANT PHARMACEUTICALS INTERNATIONAL



6.875% SENIOR NOTES DUE 2018



1. INTEREST





     The Company shall pay interest on this Note semiannually in arrears on June 1 and December 1,
each an “interest payment date,” of each year, commencing on June 1, 2011, at the rate per annum
specified in the title of this Note. Interest shall accrue from and including November 23, 2010 or
else the most recent interest payment date to which interest had been paid or duly provided for to
but excluding the date on which such interest is paid. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.



     The Company shall, (in immediately available funds) to the fullest extent permitted by law,
pay interest on overdue principal (including premium, if any) and overdue installments of interest
from the original due date to the date paid, at the rate applicable to this Note plus 1% per annum,
which interest shall be payable on demand.



     The interest so payable and punctually paid or duly provided for on any interest payment date
will be paid to the Person in whose name this Note is registered at the close of business on May 15
or November 15 preceding such interest payment date (the “Record Date”) except as provided in the
Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be
made in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts and as otherwise provided in the Indenture.



2. METHOD OF PAYMENT




     [The Company will make payments in respect of this Note (including principal, premium, if any,
interest) by wire transfer of immediately available funds to the accounts specified by the
Holder.]6 [The Company will make all payments of principal, interest and
premium, if any, with respect to this Note by wire transfer of immediately available funds to the
accounts specified by the Holders, in the case of a Holder holding an aggregate principal amount of
Securities of $1,000,000 or more, or, if no such account is specified or in the case of a Holder
holding an aggregate principal amount of Securities of less than $1,000,000, by mailing a check to
each such Holder’s registered address.]7 All payments shall be made in
immediately available funds in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. Payments to any Holder holding
an aggregate principal amount of Securities in excess of $1,000,000 shall be made by wire transfer
in immediately available funds to an account maintained by such Holder in the United States, if
such Holder has provided wire transfer instructions to the Company at least 10 Business Days prior
to the payment date. Any wire transfer instructions received by the Trustee will remain in effect
until revoked by the Holder. Notwithstanding the foregoing, so long as this Note is registered in
the name of a Depositary or





 




			
	6	 	Include only if the Security is a Global
Security.
	 
	7	 	Include only if the Security is a
Definitive Security.




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its nominee, all payments hereon shall be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee.




3. PAYING AGENT AND REGISTRAR




     Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” which term shall
include any successor trustee under the Indenture hereinafter referred to) will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holder.
The Company or any of their Subsidiaries may, subject to certain limitations set forth in the
Indenture, act as Paying Agent or Registrar.



4. INDENTURE, LIMITATIONS




     This Note is one of a duly authorized issue of Securities of the Company designated as its
6.875% Senior Notes due 2018 (the “Notes”), issued under an Indenture dated as of November 23, 2010
(together with any supplemental indentures thereto, the “Indenture”), among Parent, the Company,
the Subsidiary Guarantors and the Trustee. The terms of this Note include those stated in the
Indenture. This Note is subject to all such terms, and the Holder of this Note is referred to the
Indenture for a statement of them. Capitalized terms used and not defined herein have the meanings
assigned to such terms in the Indenture.



     The Company shall be entitled to issue Additional Securities pursuant to Section 2.1(c) of the
Indenture.



5. OPTIONAL REDEMPTION; PURCHASE OF NOTES AT OPTION OF HOLDER.




     (a) Optional Redemption. The Notes are redeemable at the option of the Company at the
prices, and upon the terms and conditions, set forth in Section 3.7 of the Indenture.



     (b) Repurchase at Option of Holder. If there is a Change of Control, the Company
shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30
days following any Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the Indenture.



     If after Parent or a Restricted Subsidiary consummates any Asset Sale, the aggregate amount of
Excess Proceeds exceeds the greater of $100.0 million or 1.0% of Consolidated Total Assets, the
Company shall commence an offer to all Holders of Notes and all holders of other Parity
Indebtedness to purchase the maximum aggregate principal amount of Notes and such other Parity
Indebtedness that may be purchased (or repaid, prepaid or redeemed) equal to the aggregate Excess
Proceeds (an “Asset Sale Offer”) pursuant to Section 4.14 of the Indenture to purchase the maximum
principal amount of Notes and other Parity Indebtedness that may be purchased out of the amount of
such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the extent that the
aggregate amount of Notes and other Parity Indebtedness tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, Parent (or such Restricted Subsidiary) may use such deficiency for
any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes
and other Parity Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds,
the Company shall select the Notes and other Parity Indebtedness to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will



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receive an Asset Sale Offer from the Company prior to any related purchase date and may elect
to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Notes.




     (d) Notice of Redemption. Notice of redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only
in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof called for
redemption.



6. DENOMINATIONS, TRANSFER, EXCHANGE, CANCELLATION




     The Notes are in registered form, without coupons, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. A Holder may register the transfer of or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes or other governmental charges
that may be imposed in relation thereto by law or permitted by the Indenture.



     All Notes surrendered for payment, registration of transfer or exchange or conversion will, if
surrendered to the Company or any of its other Agents with respect to the Notes, be delivered to
the Trustee. The Trustee will promptly cancel all Notes delivered to it. No Notes will be
authenticated in exchange for any Notes cancelled, except as provided in the Indenture.



7. PERSONS DEEMED OWNERS




     The Holder of a Note may be treated as the owner of it for all purposes.



8. UNCLAIMED MONEY




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent will pay the money back to the Company at its written request, subject to
applicable unclaimed property law. After that, Holders entitled to money must look to the Company
for payment as general creditors unless an applicable abandoned property law designates another
person.



9. AMENDMENT, SUPPLEMENT AND WAIVER




     Subject to certain exceptions, the Indenture (with respect to the Notes) or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and an existing default or Event of Default and its
consequence or compliance with any provision of the Indenture or the Notes may be waived in a
particular instance with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding. Without the consent of or notice to any Holder, the Company and the
Trustee may amend or supplement the Indenture (with respect to the Notes) or the Notes to, among
other things, cure any ambiguity, defect or inconsistency or make any other change that does not
adversely affect the rights of any Holder.



10. SUCCESSOR ENTITY




     When a successor corporation assumes all the obligations of its predecessor under the Notes
and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor
corporation (except in certain circumstances specified in the Indenture) shall be released from
those obligations.



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11. DEFAULTS AND REMEDIES




     Under the Indenture, an Event of Default includes: (i) default in payment of any principal
(including, without limitation, any premium) on the Notes when due; (ii) default for 30 days in
payment of interest on any Notes; (iii) failure by Parent or any of its Restricted Subsidiaries for
60 days after notice to it to comply with certain covenants contained in the Indenture or the
Notes; (iv) default in the payment of certain indebtedness of Parent, the Company or a Significant
Subsidiary; (v) certain events of bankruptcy, insolvency or reorganization of Parent, the Company
or any Significant Subsidiary and (vi) certain other events described in the Indenture. If an
Event of Default (other than as a result of certain events of bankruptcy, insolvency or
reorganization of Parent or the Company) occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid
principal, premium, if any, and accrued interest, if any, to the date of acceleration on the Notes
then outstanding to be due and payable immediately, all as and to the extent provided in the
Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency
or reorganization of Parent or the Company, unpaid principal, premium, if any, and accrued
interest, if any, on the Notes then outstanding shall become due and payable immediately without
any declaration or other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as to the absence of
default.



12. TRUSTEE DEALINGS WITH THE COMPANY




     The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and perform services for
the Company or an Affiliate of the Company and may otherwise deal with the Company or an Affiliate
of the Company as if it were not the Trustee.



13. NO RECOURSE AGAINST OTHERS




     A director, officer, employee or shareowner, as such, of the Company or any Note Guarantor
shall not have any liability for any obligations of the Company or any Note Guarantor under the
Notes or the Indenture nor for any claim based on, in respect of or by reason of such obligations
or their creation. The Holder of this Note by accepting this Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of this Note.



14. AUTHENTICATION




     This Note shall not be valid until the Trustee or an authenticating agent manually signs the
certificate of authentication on the other side of this Note.



15. ABBREVIATIONS AND DEFINITIONS




     Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors
Act).



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16. INDENTURE TO CONTROL; GOVERNING LAW




     In the case of any conflict between the provisions of this Note and the Indenture, the
provisions of the Indenture shall control. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles of conflicts of
law.



     The Company will furnish to any Holder, upon written request and without charge, a copy of the
Indenture. Requests may be made to: Valeant Pharmaceuticals International, Inc., 7150 Mississauga
Road, Mississauga, Ontario, Canada L5N 8M5, (905) 286-3000, Attention: Investor Relations.




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ASSIGNMENT FORM




     To assign this Note, fill in the form below:



     I or we assign and transfer this Note to



 




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




 





 





 




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



and irrevocably appoint




 




agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him or her.




	 	 	 	 	 
	 	Your Signature:

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



	 	 	 	 	 
	*Signature guaranteed by:

 	 	 
	By:  	 	 	 
	 	 	 	 
	 





 




			
	*	 	The signature must be guaranteed by an institution which is a member of one of the following
recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program
(STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.




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OPTION TO ELECT PURCHASE



If you want to elect to have this Note purchased by the Company pursuant to Section 3.8 or Section
4.14 of the Indenture, check the appropriate box below:




o Section 3.8     o Section 4.14


If you want to elect to have only part of the Note purchased by the Company pursuant to Section 3.8
or Section 4.14 of the Indenture, state the amount you elect to have purchased:




$__________________


Date: _______________




	 	 	 	 	 
	 	Your Signature:

 	 
	 	 	 
	 	(Sign exactly as your name appears on the face of 	 
	 	this Note) 	 
	 
	 	Tax Identification No.: _____________________

 	 


Signature Guarantee*: ____________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




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SCHEDULE OF EXCHANGES OF NOTES8





     The following exchanges, repurchases or conversions of a part of this global Note have
been made:



	 	 	 	 	 	 	 
	PRINCIPAL AMOUNT	 	 	 	 	 	 
	OF THIS GLOBAL	 	 	 	 	 	 
	SECURITY FOLLOWING	 	AUTHORIZED	 	AMOUNT OF DECREASE	 	AMOUNT OF INCREASE
	SUCH DECREASE DATE	 	SIGNATORY OF	 	IN PRINCIPAL AMOUNT	 	IN PRINCIPAL AMOUNT
	OF EXCHANGE	 	SECURITIES	 	OF THIS GLOBAL	 	OF THIS GLOBAL
	(OR INCREASE)	 	CUSTODIAN	 	SECURITY	 	SECURITY
	 
	 	 	 	 	 	 







 




			
	8	 	This schedule should be included only if the Security is a Global Security.




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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OF TRANSFER OF RESTRICTED SECURITIES9




Re: 6.875% Senior Notes due 2018 (the “Notes”) of Valeant

Pharmaceuticals International (the “Company”).





This certificate relates to $___________________ principal amount of Notes owned in (check
applicable box)



     o book-entry or o definitive form by ____________________ (the “Transferor”).



     The Transferor has requested a Registrar or the Trustee to exchange or register the transfer
of such Notes.



     In connection with such request and in respect of each such Note, the Transferor does hereby
certify that the Transferor is familiar with transfer restrictions relating to the Notes as
provided in Section 2.12 of the Indenture dated as of November 23, 2010 among Valeant
Pharmaceuticals International, the guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Indenture”), and the transfer of such Note is in accordance with
any applicable securities laws of any state and is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable
box) or the transfer or exchange, as the case may be, of such Note does not require registration
under the Securities Act because (check applicable box):




	 	o 	 	Such Note is being transferred pursuant to an effective registration statement under
the Securities Act.
	 
	 	o 	 	Such Note is being acquired for the Transferor’s own account, without transfer.
	 
	 	o 	 	Such Note is being transferred to the Company or a Subsidiary (as defined in the
Indenture) of the Company.
	 
	 	o 	 	Such Note is being transferred to a person the Transferor reasonably believes is a
“qualified institutional buyer” (as defined in Rule 144A or any successor provision
thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own
account or for the account of a “qualified institutional buyer,” in each case to
whom notice has been given that the transfer is being made in reliance on such Rule
144A, and in each case in reliance on Rule 144A.
	 
	 	o 	 	Such Note is being transferred pursuant to and in compliance with an exemption from
the registration requirements under the Securities Act in accordance with Rule 144
(or any successor thereto) (“Rule 144”) under the Securities Act.
	 
	 	o 	 	Such Note is being transferred to a Non-U.S. Person in an offshore transaction in
compliance with Rule 904 of Regulation S under the Securities Act (or any successor
thereto).







 




			
	9	 	This certificate should be included only if this Security is a Restricted Security.




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	 	o 	 	Such Note is being transferred to an institutional “accredited investor” (as defined
in Rule 501(a)(1), (2), (3) or (7) of the Securities Act) that has provided a letter
addressed to the Company, in the form of Exhibit C attached to the Indenture,
containing certain representations and agreements.





     The Transferor acknowledges and agrees that, if the transferee will hold any such Notes in the
form of beneficial interests in a global Note which is a “restricted security” within the meaning
of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A
under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined
in Rule 144A) or (ii) Regulation S under the Securities Act.



	 	 	 

	Date: ________________
	 	 
	 

	 	 
	 

	 	(Insert Name of Transferor)







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EXHIBIT B




FORM OF GUARANTEE




     [Name of Note Guarantor] and its successors under the Indenture, jointly and severally with
any other Note Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and
punctual payment of the principal of, premium, if any, and interest on the Securities, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the
overdue principal of and interest, if any, on the Securities, to the extent lawful, and the due and
punctual performance of all other obligations of Valeant Pharmaceutical International (the
“Company”) to the Holders or the Trustee, all in accordance with the terms set forth in Article 10
of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, guarantee that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the
Indenture unless otherwise indicated.



     No stockholder, officer, director or incorporator, as such, past, present or future, of [name
of Note Guarantor] shall have any personal liability under this Note Guarantee by reason of his,
her or its status as such stockholder, officer, director or incorporator. This Note Guarantee
shall be binding upon [name of Note Guarantor] and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein
conferred upon that party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.



     This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Security upon which this Note Guarantee is noted shall have been executed by
the Trustee under the Indenture by the manual signature of one of its authorized officers.



     THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.



     This Note Guarantee shall be governed by and construed in accordance with the laws of the
State of New York.



	 	 	 	 	 
	 	[NAME OF NOTE GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT C




FORM OF CERTIFICATE FROM ACQUIRING

INSTITUTIONAL ACCREDITED INVESTOR




Valeant Pharmaceuticals International

One Enterprise

Aliso Viejo, California 92656

Attention: General Counsel

Facsimile No.: (949) 461-6609





     Re:     6.875% SENIOR NOTES DUE 2018



Dear Sirs:




     Reference is hereby made to the Indenture, dated as of November 23, 2010 (the “Indenture”),
among Valeant Pharmaceuticals International, as issuer (the “Company”), Valeant Pharmaceuticals
International, Inc., the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., a banking corporation duly organized under the laws of the State of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



     In connection with our proposed purchase of: $___________________ aggregate principal amount
of 6.875% Senior Notes due 2018 (the “Securities”), we confirm that:



     1. We understand that any subsequent transfer of the Securities or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities or any
interest therein except in compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the “Securities Act”).



     2. We understand that the offer and sale of the Securities have not been registered under the
Securities Act, and that the Securities and any interest therein may not be offered or sold except
as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (A) to the Company or any of its subsidiaries, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) inside the United States to an institutional “accredited investor” (as defined below)
purchasing for its own account or for the account of another institutional accredited investor
that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter and, if the
proposed transfer is in respect of an aggregate principal amount of Securities of less than
$250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that
such transfer is in compliance with the Securities Act, (D) pursuant to the provisions of Rule 144
under the Securities Act (if available), (E) in accordance with another exemption from the
registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to
the Company) or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any person purchasing the Securities from us in a transaction
meeting the requirements of clauses (A) through (F) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.



     3. We understand that, on any proposed resale of the Securities or beneficial interest
therein, we will be required to furnish to you and the Company such certifications, legal opinions
and other



C-1









 




information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Securities purchased by
us will bear a legend to the foregoing effect.




     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Securities, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.



     5. We are acquiring the Securities or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “Accredited Investor”) as to
each of which we exercise sole investment discretion.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



Dated:




	 	 	 	 	 
	 	[Insert Name of Accredited Investor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 






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EXHIBIT D




FORM OF CANADIAN NOTE GUARANTEE





     THIS CANADIAN NOTE GUARANTEE (as amended, restated, modified, renewed or extended from time to
time, and including, for the avoidance of any doubt, the preamble and recitals hereto, this
“Canadian Note Guarantee”), is executed and delivered as of l by l
(“Guarantor”) in favour of The Bank of New York Mellon Trust Company, N.A., a national banking
association duly organized under the laws of the United States, as trustee (the “Trustee”) for the
benefit of each Holder (together with the Trustee, collectively, the “Beneficiaries”).



RECITALS:





	A.	 	Reference is made to that Indenture dated as of November 23, 2010 among Valeant
Pharmaceuticals International, a corporation duly organized under the laws of the State of
Delaware (the “Company”), Valeant Pharmaceuticals International, Inc., a corporation continued
under the federal laws of Canada (the “Parent”), the Subsidiary Guarantors party thereto and,
the Trustee (as amended, supplemented, restated, extended, renewed, or replaced from time to
time, the “Indenture”).
	 
	B.	 	Guarantor is an Affiliate of the Company, and, as such, will benefit by virtue of the
financial accommodations extended to the Company pursuant to the Indenture.




THEREFORE, Guarantor agrees as follows:




Section 1.




DEFINITIONS AND PRINCIPLES OF INTERPRETATION



1.1. Definitions.



All capitalized terms used and not defined elsewhere in this Canadian Note Guarantee, and all
capitalized terms used and not defined in the provisions incorporated by reference into this
Canadian Note Guarantee, shall have the meanings ascribed to them in the Indenture (such meanings
to be determined as if such terms were to be interpreted in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable in the Province of Ontario) and shall
be incorporated by reference into this Canadian Note Guarantee, and the following words and terms
have the meanings set out below:



“Guaranteed Obligations” has the meaning given to it in Section 2.1(a).



“Indenture” has the meaning given to it in the recitals to this Canadian Note Guarantee.



“Insolvency Proceeding” means (a) any proceeding by or against any Person seeking to adjudicate it
a bankrupt or insolvent, or seeking dissolution, liquidation, winding-up, reorganization,
administration, arrangement, adjustment, protection, relief, rescheduling or composition of it or
its debts under any Bankruptcy Law, or seeking the entry of an order for relief or the appointment
of a monitor, receiver, interim receiver, administrative receiver, administrator, receiver-manager,
manager, examiner, trustee, custodian, liquidator, sequestrator, agent or other similar official
for any such Person or for any substantial part of its property under any provision of any
Bankruptcy Law, or (b) the appointment of a monitor, receiver, interim receiver, administrative
receiver, administrator, receiver-manager, manager, examiner, trustee, liquidator, custodian,
sequestrator, agent or similar official for such Person or a substantial part of its assets shall
occur under any Bankruptcy Law.







D-1









 








1.2. Certain Rules of Interpretation.



In this Canadian Note Guarantee:





	(a)	 	Governing Law — This Canadian Note Guarantee (including terms incorporated by reference to
the Indenture) is a contract made under and shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada applicable in the
Province of Ontario.
	 
	(b)	 	Headings — Headings of Articles and Sections are inserted for convenience of reference only
and shall not affect the construction or interpretation of this Canadian Note Guarantee.
	 
	(c)	 	Including — Where the word “including” or “includes” is used in this Canadian Note
Guarantee, it means “including (or includes) without limitation”.
	 
	(d)	 	No Strict Construction — The language used in this Canadian Note Guarantee is the language
chosen by the parties to express their mutual intent, and no rule of strict construction shall
be applied against any party.
	 
	(e)	 	Number and Gender — Unless the context otherwise requires, words importing the singular
include the plural and vice versa and words importing gender include all genders.
	 
	(f)	 	Statutory references — A reference to a statute includes all regulations made pursuant to
such statute and, unless otherwise specified, the provisions of any statute or regulation
which amends, revises, restates, supplements or supersedes any such statute or any such
regulation.
	 
	(g)	 	Time — Time is of the essence in the performance of Guarantor’s obligations under this
Canadian Note Guarantee.





Section 2.




GUARANTEE



2.1. Guarantee of the Obligations.





	(a)	 	Guarantor hereby unconditionally Guarantees to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of the Indenture, the Securities or the obligations of the
Company thereunder that: (i) the due and punctual payment of principal, premium and interest
on the Securities shall be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, (ii) the due and punctual payment of interest on the
overdue principal of and interest on the Securities, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee under the Indenture or any Security
shall be promptly paid in full or performed, all in accordance with the terms thereof, and
(iii) in case of any extension of time of payment or renewal of any Securities or any of such
other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration pursuant to Section 6.2 of the Indenture or otherwise (collectively, the
“Guaranteed Obligations”). Guarantor agrees that this Canadian Note Guarantee is a guarantee
of payment and not a guarantee of collection. Failing payment when due of any Guaranteed
Obligations for whatever reason, Guarantor shall be obligated to pay the same immediately.




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	(b)	 	Guarantor hereby agrees that its obligations with regard to its Canadian Note Guarantee shall
be unconditional, irrespective of the validity or enforceability of the Securities or the
obligations of the Company under the Indenture, the absence of any action to enforce the same,
the recovery of any judgment against the Company or any other obligor with respect to the
Indenture, the Securities or the obligations of the Company under the Indenture or the
Securities, any action to enforce the same or any other circumstances (other than complete
performance) which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Guarantor further, to the extent permitted by applicable law, hereby waives and
relinquishes all claims, rights and remedies accorded by applicable law to guarantors and
shall agree not to assert or take advantage of any such claims, rights or remedies, including
but not limited to: (i) any right to require any Beneficiary, as a condition of payment or
performance by Guarantor, to (A) proceed against the Company, any other guarantor (including
any other Note Guarantor) of the Guaranteed Obligations or any other person, (B) proceed
against or exhaust any security held from the Company, any such other guarantor or any other
person, (C) proceed against or have resort to any balance of any deposit account or credit on
the books of any Beneficiary in favour of the Company or any other person, or (D) pursue any
other remedy in the power of any Beneficiary whatsoever; (ii) any defense arising by reason of
the incapacity, lack of authority or any disability or other defense of the Company including
any defense based on or arising out of the lack of validity or the unenforceability of the
Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Company from any cause other than payment in full of the
Guaranteed Obligations; (iii) any defense based upon any statute or rule of law which provides
that the obligation of a surety must be neither larger in amount nor in other respects more
burdensome than that of the principal; (iv) any defense based upon any Beneficiary’s errors or
omissions in the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are
or might be in conflict with the terms of this Canadian Note Guarantee and any legal or
equitable discharge of Guarantor’s obligations hereunder and under this Canadian Note
Guarantee, (B) the benefit of any statute of limitations affecting Guarantor’s liability
hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims
and (D) promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any security interest or lien or any property subject thereto; (vi) notices,
demands, presentations, protests, notices of protest, notices of dishonor and notices of any
action or inaction, including acceptance of this Canadian Note Guarantee, notices of default
under the Securities or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related thereto, and
notices of any extension of credit to the Company and any right to consent to any thereof; and
(vii) any defenses or benefits that may be derived from or afforded by law which limit the
liability of or exonerate guarantors or sureties, or which may conflict with the terms of this
Canadian Note Guarantee.
	 
	(c)	 	If any Holder or the Trustee is required by any court or otherwise to return to the Company,
any Note Guarantor or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or any Note Guarantor, any amount paid to either the Trustee or
such Holder, this Canadian Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.
	 
	(d)	 	Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of all
Guaranteed Obligations. Guarantor further agrees that, as between Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations may be accelerated as provided in Section 6.2 of the Indenture for the purposes of
this Canadian Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations and (ii) in the event of
any declaration of acceleration of such obligations as provided in Section 6.2 of the
Indenture, such obligations (whether or not due




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	 	 	and payable) shall forthwith become due and payable by
Guarantor for the purpose of this Canadian Note Guarantee.
Guarantor shall not exercise any right to seek contribution
from any non-paying Note Guarantor if the exercise of such
right impairs the rights of the Holders under the Note
Guarantees.





2.2. Merger and Consolidation of Guarantors





	(a)	 	In case of any sale or other disposition, consolidation, merger, amalgamation or conveyance
and upon the assumption by the successor person on terms and conditions satisfactory to the
Trustee of the obligations of Guarantor under this Canadian Note Guarantee, and the due and
punctual performance of all of the covenants and conditions of the Indenture to be performed
by Guarantor, such successor person shall succeed to and be substituted for Guarantor under
this Canadian Note Guarantee with the same effect as if it had been named herein as Guarantor.
	 
	(b)	 	Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clause (a) of
this Section 2.2, nothing contained in the Indenture or in any of the Securities shall prevent
any consolidation, merger or amalgamation of a Note Guarantor with or into the Company or
another Note Guarantor, or shall prevent any sale or conveyance of the property of a Note
Guarantor as an entirety or substantially as an entirety to the Company or another Note
Guarantor.





2.3. Release





	(a)	 	In the event (i) of a sale or other disposition of all or substantially all of the assets of
Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other
disposition of all the Equity Interests of any Guarantor, in each case to a person that is not
(either before or after giving effect to such transactions) a Subsidiary of Parent, so long as
the Net Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation Section 4.14 thereof,
(ii) of a designation by Parent of Guarantor as an Unrestricted Subsidiary in accordance with
the definition thereof, (iii) upon the release or discharge of this Canadian Note Guarantee in
respect of any Indebtedness that resulted in the issuance after the Issue Date of this
Canadian Note Guarantee by Guarantor or (iv) the Company discharges the Indenture under
Section 8.1 thereof or exercises its legal or covenant defeasance options under Section 8.2 or
8.3 thereof, respectively, Guarantor or, in the case of a sale or other disposition of all or
substantially all of the assets of Guarantor, the Person acquiring such property, shall be
released and relieved of any obligations under this Canadian Note Guarantee without any
further action being required by the Trustee or any Holder.
	 
	(b)	 	Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of the Indenture, including without limitation Section 4.8
thereof, the Trustee shall execute any documents reasonably required in order to evidence the
release of Guarantor from its obligations under this Canadian Note Guarantee.





Section 3.




MISCELLANEOUS



3.1. Limitations Act, 2002 (Ontario)



Any and all limitation periods provided for in the Limitations Act, 2002 (Ontario), as amended from
time to time, or any other applicable law limiting the time for which an action may be commenced
shall be






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excluded from application to the obligations of Guarantor hereunder to fullest extent permitted by
such Act or applicable law.




3.2. Usury Savings Clause



If any provision of this Canadian Note Guarantee, the Indenture or any Security would obligate any
Canadian Note Guarantor to make any payment of or on account of interest or other amount in an
amount or calculated at a rate which would result in a receipt by any Holder of interest at a
criminal rate (as such term is construed under the Criminal Code (Canada)), then notwithstanding
such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect
to the maximum amount or rate of interest, as the case may be, as would not so result in a receipt
by such Holder of interest at a criminal rate, such adjustment to be effected, to the extent
necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid
to such Holder, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts
required to be paid to such Holder which would constitute “interest” for purposes of Section 347 of
the Criminal Code (Canada).




3.3. Interest Act (Canada)



For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or
fees to which the rates of interest or fees provided for in this Canadian Note Guarantee, the
Indenture or the Securities (and stated herein or therein, as applicable, to be computed on the
basis of a 360 day year or any other period of time less than a calendar year) are equivalent are
the rates so provided for multiplied by the actual number of days in the applicable calendar year
and divided by 360 or the actual number of days in such other period of time, respectively.




3.4. Counterparts; Execution




This Canadian Note Guarantee may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same agreement.
Delivery of an executed counterpart of this Canadian Note Guarantee facsimile or other similar
method of electronic transmission (including by way of email attachment) shall be equally as
effective as delivery of an original executed counterpart of this Canadian Note Guarantee.




3.5. Severability



If, in any jurisdiction, any provision of this Canadian Note Guarantee or its application to any
party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to that
jurisdiction, be ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions of this Canadian Note Guarantee and
without affecting the validity or enforceability of such provision in any other jurisdiction or
without affecting its application to other parties or circumstances.




3.6. Notices



All notices and other communications hereunder shall be in writing and shall be mailed, sent, or
delivered in accordance with the terms of the Indenture.




3.7. Successors



This Canadian Note Guarantee shall be binding upon Guarantor and its successors and shall inure to
the benefit of the successors of the Beneficiaries.







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3.8. Judgment Currency



Guarantor shall indemnify each Holder and each Person, if any, who controls any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss
incurred by such party as a result of any judgment or order being given or made against Guarantor
for any U.S. dollar amount due under this Canadian Note Guarantee and such judgment or order being
expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result
of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted
into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of
exchange in The City of New York at which such party on the date of payment of such judgment or
order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received
by such party if such party had utilized such amount of Judgment Currency to purchase U.S. dollars
upon such party’s receipt thereof. Any amount due from Guarantor under this Section 3.8 shall be
due as a separate debt and shall not be affected by such judgment or order as aforesaid. The term
“spot rate of exchange” shall include any premiums and costs of exchange payable in connection with
the purchase of, or conversion into, U.S. dollars.




3.9. Payment of Additional Amounts





	(a)	 	All payments made under or with respect to this Canadian Note Guarantee by Guarantor will be
made free and clear of any withholding or deduction for or on account of any tax, duty, levy,
impost, assessment or other governmental charge of whatever nature (collectively, “Tax”)
imposed or levied by or on behalf of Canada or any department or political subdivision thereof
(each, a “Relevant Taxing Jurisdiction”), unless Guarantor is required to withhold or deduct
Taxes by law. If Guarantor is required by law to withhold or deduct any amount for or on
account of Taxes of any Relevant Taxing Jurisdiction from any payment made under or with
respect to this Canadian Note Guarantee, Guarantor, subject to the exceptions listed below,
will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net
amount received by each Holder or beneficial owner of the Securities after such withholding or
deduction (including withholding or deduction attributable to Additional Amounts payable
hereunder) will not be less than the amount the Holder or beneficial owner would have received
if such Taxes had not been withheld or deducted.
	 
	(b)	 	Guarantor will not, however, pay Additional Amounts to a Holder or Beneficial Owner of
Securities:






	 	(i)	 	to the extent the Taxes giving rise to such Additional Amounts would not have
been imposed but for the existence of any present or former connection between the
Holder or beneficial owner (or between a fiduciary, settler, beneficiary, member or
shareholder of, or possessor of a power over, such Holder or beneficial owner, if such
Holder or beneficial owner is an estate, trust, partnership or corporation) and the
Relevant Taxing Jurisdiction (other than any connection resulting from the acquisition,
ownership, holding or disposition of Securities, the receipt of payments thereunder or
under this Canadian Note Guarantee and/or the exercise or enforcement of rights under
any Securities or this Canadian Note Guarantee);
	 
	 	(ii)	 	to the extent the Taxes giving rise to such Additional Amounts would not have
been imposed but for the failure of the Holder or Beneficial Owner of Securities,
following Guarantor’s written request addressed to the Holder, to the extent such
Holder or Beneficial Owner is legally eligible to do so, to comply with any
certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Relevant Taxing
Jurisdiction, as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction
(including, without limitation, a




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	 	 	 	certification that the Holder or Beneficial Owner is not resident in the Relevant
Taxing Jurisdiction);
	 
	 	(iii)	 	with respect to any estate, inheritance, gift, sales or any similar Taxes;
	 
	 	(iv)	 	to the extent the Taxes giving rise to such Additional Amounts would not have
been imposed but for the presentation by the Holder or beneficial owner of any
Security, where presentation is required, for payment on a date more than 30 days after
the date on which payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
	 
	 	(v)	 	with respect to any withholding or deduction that is imposed on a payment to an
individual and that is required to be made pursuant to the European Council Directive
on the taxation of savings income which was adopted by the ECOFIN Council on June 3,
2003 or any law implementing or complying with, or introduced in order to conform to,
such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to
the Agreement between the European Community and the Swiss Confederation dated October
26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax
Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental
regulation implementing or complying with, or introduced in order to conform to, such
agreement; or
	 
	 	(vi)	 	any combination of items (i), (ii), (iii), (iv) and (v).






	(c)	 	Guarantor will (i) make any such withholding or deduction required by applicable law and (ii)
remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance
with applicable law. Guarantor will make reasonable efforts to obtain certified copies of tax
receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing
Jurisdiction imposing such Taxes. Guarantor will provide to the Trustee, within a reasonable
time after the date the payment of any Taxes so deducted or withheld are due pursuant to
applicable law, either a certified copy or tax receipts evidencing such payment, or, if such
tax receipts are not reasonably available to Guarantor, such other documentation that provides
reasonable evidence of such payment by Guarantor.
	 
	(d)	 	Prior to the date on which the payment of any Additional Amounts are due, Guarantor will
deliver to the Trustee such Additional Amounts payable together with an Officers’ Certificate
stating that such Additional Amounts will be payable on the applicable payment date, and
setting forth the Additional Amounts so payable and will also set forth such other information
necessary to enable the Trustee to pay such Additional Amounts to Holders on the applicable
payment date. Any such Officers’ Certificate will be delivered to the Trustee at least 5
Business Days in advance of when the payments in question are required to be made (unless a
shorter period of time is acceptable to the Trustee in its reasonable discretion). Guarantor
will promptly publish a notice in accordance with Section 11.2 of the Indenture stating that
such Additional Amounts will be payable and describing the obligation to pay such amounts.
	 
	(e)	 	Guarantor will reimburse the Holders of Securities, upon written request of such Holder of
Securities and certified proof of payment for the amount of (i) any Taxes levied or imposed by
a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made
under or with respect to this Canadian Note Guarantee; and (ii) any Taxes levied or imposed
with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that
the net amount received by such Holder after such reimbursement will not be less than the net
amount such Holder would have received if the Taxes giving rise to the reimbursement described
in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification




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	 	 	obligation provided for in this Section 3.9(e) shall not extend to Taxes imposed for which
the Holder of the Securities would not have been eligible to receive payment of Additional
Amounts hereunder by virtue of clauses (i) through (vi) of Section 3.9(b) hereof, or to the
extent such Holder received Additional Amounts with respect to such payments.
	 
	(f)	 	In addition, Guarantor will pay any stamp, issue, registration, court, documentary, excise or
other similar taxes, charges and duties, including interest and penalties with respect
thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution,
issuance, registration or delivery of this Canadian Note Guarantee or any other document or
instrument referred to thereunder and any such taxes, charges or duties imposed by any
Relevant Taxing Jurisdiction at any time as a result of, or in connection with, (i) any
payments made pursuant to the Securities, any Guarantee or any other such document or
instrument referred to thereunder and/or (ii) the enforcement of this Canadian Note Guarantee
or any other such document or instrument referred to thereunder.
	 
	(g)	 	The obligations described under this Section 3.9 will survive any termination, defeasance or
discharge of this Indenture and will apply mutatis mutandis to any successor Person to
Guarantor and to any jurisdiction (other than the United States, any state thereof or the
District of Columbia) in which such successor is organized, doing business or is otherwise
resident for Tax purposes or any jurisdiction (other than the United States, any state thereof
or the District of Columbia) from or through which payment is made by such successor or its
respective agents.
	 
	(h)	 	Whenever this Canadian Note Guarantee refers to, in any context, the payment of principal,
premium, if any, interest or any other amount payable under or with respect to any Security or
under this Canadian Note Guarantee, such reference includes the payment of Additional Amounts
or other payments that would be payable pursuant to this Section 3.9, if applicable.





— remainder of page intentionally left blank —









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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guarantee as of the first date
written above.




	 	 	 	 	 
	 	l, as Canadian Note Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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