exv4w1






Exhibit 4.1




REPUBLIC SERVICES, INC.




TO




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




 






INDENTURE




DATED AS OF SEPTEMBER 8, 2009




 






PROVIDING FOR THE ISSUANCE




OF




SENIOR DEBT SECURITIES




 









 





REPUBLIC SERVICES, INC.




RECONCILIATION AND TIE WITH THE TRUST INDENTURE ACT OF 1939




	 	 	 
	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	 
	Section 310(a)(1)
	 	6.09
	(a)(2)
	 	6.09
	(b)
	 	6.08, 6.10
	Section 311(a)
	 	6.13
	Section 312(a)
	 	7.01
	(b)
	 	7.02
	(c)
	 	7.02
	Section 313(a)
	 	7.03(a)
	(b)
	 	7.03(a)
	(c)
	 	7.03(a)
	(d)
	 	7.03(b)
	Section 314(a)
	 	7.04
	(a)(4)
	 	7.05
	(c)(1)
	 	1.03
	(c)(2)
	 	1.03
	(e)
	 	1.03
	Section 315(a)
	 	6.01
	(b)
	 	6.02
	(c)
	 	6.01(a)
	(d)
	 	6.01, 603
	(e)
	 	5.14
	Section 316(a) (last sentence)
	 	1.01 (“Outstanding”)
	(a)(1)(A)
	 	5.02, 5.12
	(a)(1)(B)
	 	5.13
	(b)
	 	5.08
	(c)
	 	1.05
	Section 317(a)(1)
	 	5.03
	(a)(2)
	 	5.04
	(b)
	 	10.03
	Section 318(a)
	 	1.08







	Note: 	 	 This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.




 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	ARTICLE I
	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.01
	 	DEFINITIONS	 	 	1	 
	 
	 	Act	 	 	2	 
	 
	 	Additional Interest Notice	 	 	2	 
	 
	 	Affiliate	 	 	2	 
	 
	 	Applicable Procedures	 	 	2	 
	 
	 	Attributable Debt	 	 	2	 
	 
	 	Bankruptcy Law	 	 	2	 
	 
	 	Board of Directors	 	 	2	 
	 
	 	Board Resolution	 	 	2	 
	 
	 	Book-Entry Security	 	 	3	 
	 
	 	Business Day	 	 	3	 
	 
	 	Capital Stock	 	 	3	 
	 
	 	Commission	 	 	3	 
	 
	 	Company	 	 	3	 
	 
	 	Company Request or Company Order	 	 	3	 
	 
	 	Comparable Treasury Issue	 	 	3	 
	 
	 	Comparable Treasury Price	 	 	3	 
	 
	 	Consolidated Net Tangible Assets	 	 	3	 
	 
	 	Consolidation	 	 	4	 
	 
	 	Corporate Trust Office	 	 	4	 
	 
	 	Default	 	 	4	 
	 
	 	Depositary	 	 	4	 
	 
	 	Event of Default	 	 	4	 
	 
	 	Exchange Act	 	 	4	 
	 
	 	Exempted Debt	 	 	4	 
	 
	 	Fair Market Value	 	 	4	 
	 
	 	Funded Debt	 	 	5	 
	 
	 	Generally Accepted Accounting Principles or GAAP	 	 	5	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 
	 	Global Securities	 	 	5	 
	 
	 	Holder	 	 	5	 
	 
	 	Incur	 	 	5	 
	 
	 	Indebtedness	 	 	5	 
	 
	 	Indenture	 	 	5	 
	 
	 	Independent Investment Banker	 	 	5	 
	 
	 	Initial Republic Credit Facility	 	 	5	 
	 
	 	Interest Payment Date	 	 	5	 
	 
	 	Lien	 	 	6	 
	 
	 	Maturity	 	 	6	 
	 
	 	Moody's	 	 	6	 
	 
	 	Officers' Certificate	 	 	6	 
	 
	 	Opinion of Counsel	 	 	6	 
	 
	 	Opinion of Independent Counsel	 	 	6	 
	 
	 	Outstanding	 	 	6	 
	 
	 	Paying Agent	 	 	7	 
	 
	 	Person	 	 	7	 
	 
	 	Predecessor Security	 	 	7	 
	 
	 	Preferred Stock	 	 	7	 
	 
	 	Principal Property	 	 	8	 
	 
	 	Redemption Date	 	 	8	 
	 
	 	Redemption Price	 	 	8	 
	 
	 	Reference Treasury Dealer	 	 	8	 
	 
	 	Reference Treasury Dealer Quotations	 	 	8	 
	 
	 	Regular Record Date	 	 	8	 
	 
	 	Republic Credit Facility	 	 	8	 
	 
	 	Republic Credit Facility Guarantee	 	 	8	 
	 
	 	Responsible Officer	 	 	9	 
	 
	 	Restricted Subsidiary	 	 	9	 
	 
	 	Security or Securities	 	 	9	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 
	 	S&P	 	 	9	 
	 
	 	Securities Act	 	 	9	 
	 
	 	Special Record Date	 	 	9	 
	 
	 	Stated Maturity	 	 	9	 
	 
	 	Subsidiary	 	 	9	 
	 
	 	Supplemental Republic Credit Facility	 	 	9	 
	 
	 	Temporary Cash Investments	 	 	10	 
	 
	 	Treasury Rate	 	 	10	 
	 
	 	Trustee	 	 	10	 
	 
	 	Trust Indenture Act	 	 	10	 
	Section 1.02
	 	OTHER DEFINITIONS	 	 	11	 
	Section 1.03
	 	COMPLIANCE CERTIFICATES AND OPINIONS	 	 	11	 
	Section 1.04
	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	 	 	12	 
	Section 1.05
	 	ACTS OF HOLDERS	 	 	12	 
	Section 1.06
	 	NOTICES, ETC., TO THE TRUSTEE, THE COMPANY	 	 	14	 
	Section 1.07
	 	NOTICE TO HOLDERS; WAIVER	 	 	15	 
	Section 1.08
	 	CONFLICT WITH TRUST INDENTURE ACT	 	 	15	 
	Section 1.09
	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS	 	 	15	 
	Section 1.10
	 	SUCCESSORS AND ASSIGNS	 	 	15	 
	Section 1.11
	 	SEPARABILITY CLAUSE	 	 	16	 
	Section 1.12
	 	BENEFITS OF INDENTURE	 	 	16	 
	Section 1.13
	 	GOVERNING LAW	 	 	16	 
	Section 1.14
	 	LEGAL HOLIDAYS	 	 	16	 
	Section 1.15
	 	INDEPENDENCE OF COVENANTS	 	 	16	 
	Section 1.16
	 	SCHEDULES AND EXHIBITS	 	 	16	 
	Section 1.17
	 	COUNTERPARTS	 	 	17	 
	Section 1.18
	 	WAIVER OF JURY TRIAL	 	 	17	 
	Section 1.19
	 	FORCE MAJEURE	 	 	17	 
	 
	ARTICLE II
	 	SECURITY FORMS	 	 	17	 
	Section 2.01
	 	FORMS OF SECURITIES	 	 	17	 






-iii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 2.02
	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 	18	 
	 
	ARTICLE III
	 	THE SECURITIES	 	 	18	 
	Section 3.01
	 	AMOUNT UNLIMITED; ISSUABLE IN SERIES	 	 	18	 
	Section 3.02
	 	DENOMINATIONS	 	 	21	 
	Section 3.03
	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	 	 	21	 
	Section 3.04
	 	TEMPORARY SECURITIES	 	 	23	 
	Section 3.05
	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	 	 	24	 
	Section 3.06
	 	BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES	 	 	25	 
	Section 3.07
	 	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	 	 	27	 
	Section 3.08
	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	 	 	27	 
	Section 3.09
	 	CUSIP NUMBERS	 	 	29	 
	Section 3.10
	 	PERSONS DEEMED OWNERS	 	 	29	 
	Section 3.11
	 	CANCELLATION	 	 	29	 
	Section 3.12
	 	COMPUTATION OF INTEREST	 	 	30	 
	 
	ARTICLE IV
	 	DEFEASANCE AND COVENANT DEFEASANCE	 	 	30	 
	Section 4.01
	 	APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	 	 	30	 
	Section 4.02
	 	DEFEASANCE AND DISCHARGE	 	 	30	 
	Section 4.03
	 	COVENANT DEFEASANCE	 	 	31	 
	Section 4.04
	 	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	 	 	31	 
	Section 4.05
	 	DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	 	 	33	 
	Section 4.06
	 	REINSTATEMENT	 	 	34	 
	 
	ARTICLE V
	 	REMEDIES	 	 	34	 
	Section 5.01
	 	EVENTS OF DEFAULT	 	 	34	 
	Section 5.02
	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	 	 	36	 






-iv-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 5.03
	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	 	 	37	 
	Section 5.04
	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	 	38	 
	Section 5.05
	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	 	 	39	 
	Section 5.06
	 	APPLICATION OF MONEY COLLECTED	 	 	39	 
	Section 5.07
	 	LIMITATION ON SUITS	 	 	40	 
	Section 5.08
	 	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	 	 	40	 
	Section 5.09
	 	RESTORATION OF RIGHTS AND REMEDIES	 	 	40	 
	Section 5.10
	 	RIGHTS AND REMEDIES CUMULATIVE	 	 	41	 
	Section 5.11
	 	DELAY OR OMISSION NOT WAIVER	 	 	41	 
	Section 5.12
	 	CONTROL BY HOLDERS	 	 	41	 
	Section 5.13
	 	WAIVER OF PAST DEFAULTS	 	 	41	 
	Section 5.14
	 	UNDERTAKING FOR COSTS	 	 	42	 
	Section 5.15
	 	WAIVER OF STAY, EXTENSION OR USURY LAWS	 	 	42	 
	Section 5.16
	 	REMEDIES SUBJECT TO APPLICABLE LAW	 	 	42	 
	 
	ARTICLE VI
	 	THE TRUSTEE	 	 	43	 
	Section 6.01
	 	DUTIES OF TRUSTEE	 	 	43	 
	Section 6.02
	 	NOTICE OF DEFAULTS	 	 	44	 
	Section 6.03
	 	CERTAIN RIGHTS OF TRUSTEE	 	 	44	 
	Section 6.04
	 	TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF	 	 	46	 
	Section 6.05
	 	TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC	 	 	46	 
	Section 6.06
	 	MONEY HELD IN TRUST	 	 	47	 
	Section 6.07
	 	COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM	 	 	47	 
	Section 6.08
	 	CONFLICTING INTERESTS	 	 	48	 
	Section 6.09
	 	TRUSTEE ELIGIBILITY	 	 	48	 
	Section 6.10
	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE	 	 	48	 






-v-









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 6.11
	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	 	 	50	 
	Section 6.12
	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	 	 	51	 
	Section 6.13
	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	 	 	51	 
	Section 6.14
	 	APPOINTMENT OF AUTHENTICATING AGENT	 	 	52	 
	Section 6.15
	 	CONFLICTING INTERESTS	 	 	53	 
	Section 6.16
	 	APPOINTMENT OF CO-TRUSTEE	 	 	53	 
	 
	ARTICLE VII
	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	55	 
	Section 7.01
	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	 	 	55	 
	Section 7.02
	 	DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS	 	 	55	 
	Section 7.03
	 	REPORTS BY TRUSTEE	 	 	55	 
	Section 7.04
	 	REPORTS BY COMPANY	 	 	56	 
	Section 7.05
	 	STATEMENT AS TO COMPLIANCE	 	 	56	 
	Section 7.06
	 	STATEMENT BY OFFICERS AS TO DEFAULT	 	 	56	 
	Section 7.07
	 	CALCULATION OF ORIGINAL ISSUE DISCOUNT	 	 	57	 
	Section 7.08
	 	ADDITIONAL INTEREST NOTICE	 	 	57	 
	 
	ARTICLE VIII
	 	CONSOLIDATION, MERGER, SALE OF ASSETS	 	 	57	 
	Section 8.01
	 	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	 	 	57	 
	Section 8.02
	 	SUCCESSOR SUBSTITUTED	 	 	58	 
	 
	ARTICLE IX
	 	SUPPLEMENTAL INDENTURES	 	 	59	 
	Section 9.01
	 	SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF HOLDERS	 	 	59	 
	Section 9.02
	 	SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF HOLDERS	 	 	60	 
	Section 9.03
	 	EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS	 	 	62	 
	Section 9.04
	 	EFFECT OF SUPPLEMENTAL INDENTURES	 	 	62	 
	Section 9.05
	 	CONFORMITY WITH TRUST INDENTURE ACT	 	 	62	 






-vi-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 9.06
	 	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	 	 	63	 
	Section 9.07
	 	NOTICE OF SUPPLEMENTAL INDENTURES	 	 	63	 
	 
	ARTICLE X
	 	COVENANTS	 	 	63	 
	Section 10.01
	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	 	 	63	 
	Section 10.02
	 	MAINTENANCE OF OFFICE OR AGENCY	 	 	63	 
	Section 10.03
	 	MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST	 	 	64	 
	Section 10.04
	 	CORPORATE EXISTENCE	 	 	65	 
	Section 10.05
	 	RESTRICTIONS ON LIENS	 	 	65	 
	Section 10.06
	 	LIMITATION ON SALE AND LEASEBACK TRANSACTIONS	 	 	67	 
	Section 10.07
	 	PROVISIONS OF FINANCIAL STATEMENTS	 	 	68	 
	Section 10.08
	 	WAIVER OF CERTAIN COVENANTS	 	 	68	 
	 
	ARTICLE XI
	 	REDEMPTION OF SECURITIES	 	 	69	 
	Section 11.01
	 	RIGHTS OF REDEMPTION	 	 	69	 
	Section 11.02
	 	APPLICABILITY OF ARTICLE	 	 	69	 
	Section 11.03
	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE	 	 	69	 
	Section 11.04
	 	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	 	 	69	 
	Section 11.05
	 	NOTICE OF REDEMPTION	 	 	70	 
	Section 11.06
	 	DEPOSIT OF REDEMPTION PRICE	 	 	71	 
	Section 11.07
	 	SECURITIES PAYABLE ON REDEMPTION DATE	 	 	71	 
	Section 11.08
	 	SECURITIES REDEEMED OR PURCHASED IN PART	 	 	72	 
	 
	ARTICLE XII
	 	SATISFACTION AND DISCHARGE	 	 	72	 
	Section 12.01
	 	SATISFACTION AND DISCHARGE OF INDENTURE	 	 	72	 
	Section 12.02
	 	APPLICATION OF TRUST MONEY	 	 	73	 
	 
	ARTICLE XIII
	 	GUARANTEES	 	 	73	 
	Section 13.01
	 	GUARANTEE	 	 	73	 
	Section 13.02
	 	RELEASE OF GUARANTORS	 	 	74	 







-vii-











 





          INDENTURE, dated as of September 8, 2009 between Republic Services, Inc. and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”).




RECITALS OF THE COMPANY




          WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes
senior debt securities (the “Securities” ) evidencing its unsecured and unsubordinated
indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of the Securities, unlimited as to principal amount, to bear such
rates of interest, to mature at such times and to have such other provisions as shall be fixed as
hereinafter provided;




          WHEREAS, this Indenture is subject to, and shall be governed by, the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures qualified under the Trust
Indenture Act;




          All acts and things necessary have been done to make (i) the Securities, when duly issued and
executed by the Company and authenticated and delivered hereunder, the valid obligations of the
Company and (ii) this Indenture a valid agreement of the Company;




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:




ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 1.01 DEFINITIONS.




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires or unless such definition is changed or amended in a supplement or
amendment to this Indenture:




          (a) the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;




          (b) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;




          (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP;




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




 









 








          (e) all references to $, US$, dollars or United States dollars shall refer to the lawful
currency of the United States of America; and




          (f) all references herein to particular Sections or Articles refer to this Indenture unless
otherwise so indicated.




          Certain terms used principally in various articles herein are defined in those articles.




          “Act”, when used with respect to any Holder, has the meaning specified in Section
1.05.


          “Additional Interest Notice” has the meaning specified in Section
7.08.


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


          “Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Security or
beneficial interest therein, the rules and procedures of the Depositary for such Security to the
extent applicable to such transaction and as in effect at the time of such transfer or
transaction.


          “Attributable Debt” means, when used in connection with a sale and leaseback
transaction, at any date of determination, the product of (1) the net proceeds from such sale and
leaseback transaction multiplied by (2) a fraction, the numerator of which is the number of full
years of the term of the lease relating to the property involved in such sale and leaseback
transaction (without regard to any options to renew or extend such term) remaining at the date of
the making of such computation and the denominator of which is the number of full years of the term
of such lease measured from the first day of such term.


          “Bankruptcy Law” means Title 11,
United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state
law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or change in any such
law.


          “Board of Directors” means either the Board of Directors of the Company or any duly
authorized committee or subcommittee of such Board, except as the context may otherwise
require.


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


2









 





          “Book-Entry Security” means any Global Securities in the form in Exhibit
A evidencing all or part of a series of Securities, authenticated and delivered to the
Depositary for such series or its nominee, and registered in the name of such Depositary or
nominee.


          “Business Day” means any day that is not a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York City and Phoenix, Arizona are authorized or
obligated by law to close.


          “Capital Stock” means, with respect to any Person, any and all
shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (including partnership interests) in (however designated) the
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity.


          “Commission” means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned to it under the
Securities Act, Exchange Act and Trust Indenture Act, then the body performing such duties at such
time.


          “Company” means Republic Services, Inc., until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.


          “Company Request” or “Company Order” means a written request
or order signed in the name of the Company by any one of its Chairman of the Board, its President,
its Chief Executive Officer, its Chief Financial Officer or a Vice President (regardless of Vice
Presidential designation), and by any one of its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary and delivered to the Trustee.


          “Comparable Treasury Issue” means
the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term (the “Remaining Life”) of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of a comparable maturity to
the remaining term of such Securities.


          “Comparable Treasury Price” means, with respect to
any Redemption Date, (A) the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or
(B) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.


          “Consolidated Net Tangible Assets” means, as
of any date, the total amount of assets of the Company and its Subsidiaries on a Consolidated basis
(less applicable reserves and other properly deductible items) after deducting therefrom (1) all
current liabilities (excluding any current liabilities which are by their terms extendible or
renewable at the option of the obligor thereon to a time more than 12 months after the time as of
which



3









 






the amount thereof is being computed or which are supported by other borrowings with a
maturity of more than 12 months from the date of calculation,) (2) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like intangibles and (3)
appropriate adjustments on account of minority interests of other Persons holding stock of the
Company’s Subsidiaries, all as set forth on the most recent balance sheet of the Company and its
Consolidated Subsidiaries (but, in any event, as of a date within 120 days of the date of
determination) in each case excluding intercompany items and computed in accordance with
GAAP.


          “Consolidation” means, with respect to any Person, the consolidation of the accounts
of such Person and each of its subsidiaries if and to the extent the accounts of such Person and
each of its subsidiaries would normally be consolidated with those of such Person, all in
accordance with GAAP. The term “Consolidated” shall have a similar meaning.


          “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 execution of this
Indenture is located at 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate
Trust Administration, or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust office of any successor Trustee
(or such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company).


          “Default” means any event which is, or after notice or passage of
time or both would be, an Event of Default.


          “Depositary” means, with respect to the
Securities issued in the form of one or more Book-Entry Securities, The Depository Trust Company
(“DTC”), its nominees and successors, or another Person
designated as Depositary by the
Company, which must be a clearing agency registered under the Exchange Act.


          “Event of
Default” has the meaning specified in Section 5.01.


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


          “Exempted Debt” means the sum, without
duplication, of the following items outstanding as of the date Exempted Debt is being determined
with respect to any series of Securities: (1) Indebtedness of the Company and the Restricted
Subsidiaries Incurred after the date of the supplemental indenture which sets forth the relevant
series of Securities and secured by Liens created, assumed or otherwise Incurred or permitted to
exist pursuant to Section 10.05 hereof and (2) Attributable Debt of the Company and the
Restricted Subsidiaries in respect of all sale and leaseback transactions with regard to any
Principal Property entered into pursuant to Section 10.06 hereof.


          “Fair Market
Value” means, with respect to any asset or property, the sale value that would be obtained in
an arm’s-length free market transaction between an informed and willing seller under no compulsion
to sell and an informed and willing buyer



4









 







under no compulsion to buy. Fair Market Value shall be
determined by the Board of Directors of the Company acting in good faith and shall be evidenced by
a resolution of the Board of Directors.



          
“Funded Debt” means all Indebtedness for borrowed
money, including purchase money indebtedness, having a maturity of more than one year from the date
of its creation or having a maturity of less than one year but by its terms being renewable or
extendible, at the option of the obligor in respect thereof, beyond one year from its
creation.



          
“Generally Accepted Accounting Principles” or “GAAP” means generally
accepted accounting principles in the United States as in effect from time to time.



          
“Global
Securities” means Global Securities to be issued as Book-Entry Securities issued to the
Depositary in accordance with Section 3.06.



          “Holder” means the registered holder of
any Security.



          
“Incur” means to issue, assume, guarantee, incur or otherwise become liable
for. The terms “Incurred,” “Incurrence” and “Incurring” shall each have a correlative
meaning.



          
“Indebtedness” means with respect to any Person at any date of determination
(without duplication), indebtedness for borrowed money or indebtedness evidenced by bonds, notes,
debentures or other similar instruments given to finance the acquisition of any businesses,
properties or assets of any kind (including, without limitation, capital stock or other equity
interests in any Person).



          
“Indenture” means this instrument as originally executed
(including all exhibits and schedules thereto) and as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof. 



          
“Independent Investment Banker” means either one or more independent
investment banking institutions of national standing
chosen by the Company for a particular series of Securities or, if such firms are unwilling or
unable to select the Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.



          
“Initial Republic Credit Facility” means that
certain Credit Agreement, dated as of April 26, 2007, among the Company, Bank of America, N. A., as
administrative agent, swing line lender and L/C issuer, Citibank, N. A., as syndication agent,
JPMorgan Chase Bank, N.A., Barclays Bank PLC, and SunTrust Bank, as co-documentation agents, and
certain other lenders thereto, as amended by Amendment No. 1 to Credit Agreement, dated as of
September
 18, 2008 (as the same may be amended, modified, waived, restated, supplemented, amended
and restated, refinanced or replaced from time to time).



          
“Interest Payment Date” means, with
respect to any Security, the Stated Maturity of an installment of interest on the
Securities.



5









 





          “Lien” with respect to any property or assets, means any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge,
easement (other than any easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential arrangement of any
kind or nature whatsoever on or with respect to such property or assets (including, without
limitation, any conditional sale or other title retention agreement having substantially the same
economic effect as any of the foregoing), but not including the interest of a lessor under a lease
that is an operating lease under GAAP. 



          
“Maturity” means, when used with respect to any
Security, the date on which the principal of such Security becomes due and payable as therein
provided or as provided in this Indenture or any supplement or amendment thereto, whether at Stated
Maturity or the Redemption Date and whether by declaration of acceleration, call for redemption or
otherwise.



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



          
“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, the Chief Executive Officer, the Chief Financial Officer or a Vice President (regardless
of Vice Presidential designation), and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company and in form and substance reasonably satisfactory to, and
delivered to, the Trustee.



          
“Opinion of Counsel” means a written opinion of counsel, who may
be counsel for the Company, unless an Opinion of Independent Counsel is required pursuant to the
terms of this Indenture, and who shall be reasonably acceptable to the Trustee, and which opinion
shall be in form and substance reasonably satisfactory to the Trustee.



          
“Opinion of Independent
Counsel” means a written opinion of counsel which is issued by a Person who is not an employee,
director or consultant (other than non-employee legal counsel) of the Company and who shall be
reasonably acceptable to the Trustee, and which opinion shall be in form and substance reasonably
satisfactory to the Trustee.



          
“Outstanding” when used with respect to any series of
Securities means, as of the date of determination, all such Securities theretofore authenticated
and delivered under this Indenture, except:



          
(a) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;



          (b) Securities, or portions thereof, for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company
or any Affiliate thereof) in trust or set aside and
segregated in trust by the Company or any Affiliate thereof (if the Company or any Affiliate
thereof shall act as its own Paying Agent) for the Holders of such Securities; provided that if



6









 






such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been made;




          (c) Securities, to the extent provided in Sections 4.02 and 4.03, with respect
to which the Company has effected defeasance or covenant defeasance as provided in Article
IV; and




          (d) Securities in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee and the Company proof reasonably satisfactory to each of
them that such Securities are held by a bona fide purchaser in whose hands the Securities are valid
obligations of the Company;




provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.



          “Paying Agent” means any Person (including the Company) authorized by the
Company to pay the principal of, premium, if any, or interest on, any Securities on behalf of
the Company.


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


          “Predecessor Security” of
any particular Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.07 in exchange for a
mutilated Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.


          “Preferred
Stock” means, with respect to any Person, any and all shares, interests, participations or
other equivalents (however designated, whether voting or nonvoting) of such Person’s preferred
or preference stock, whether now outstanding or issued after the date of the Indenture,
including, without limitation, all series and classes of such preferred or preference
stock.


7









 





          “Principal Property” means any land,
land improvements or building, together with the land upon which it is erected and
fixtures comprising a part thereof, in each case, owned or leased by the Company or
any Restricted Subsidiary and located in the United States, the gross book value
(without deduction of any reserve for depreciation) of which on the date as of which
the determination is being made is an amount which exceeds 2% of Consolidated Net
Tangible Assets but not including such land, land improvements, buildings or
portions thereof which is financed through the issuance of tax exempt governmental
obligations, or any such property that has been determined by Board Resolution not
to be of material importance to the respective businesses conducted by the Company
or such Restricted Subsidiary effective as of the date such resolution is
adopted.“Redemption Date” when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture or any supplement or amendment
thereto means
the date fixed for such redemption by or pursuant to this Indenture or
any supplement or amendment thereto.


          “Redemption Price” when used with
respect to any Security to be redeemed pursuant to any provision in this Indenture
or any supplement or amendment thereto means the price at which it is to be redeemed
pursuant to this Indenture or any supplement or amendment thereto.


          “Reference
Treasury Dealer” means (i) one or more Independent Investment Bankers chosen by
the Company for any particular series of Securities, provided, however, that if any
Reference Treasury Dealer shall cease to be a primary U.S. Government securities
dealer in New York City (a “Primary Treasury Dealer”), the Company will
substitute for such Reference Treasury Dealer another Primary Treasury Dealer and
(ii) any other Primary Treasury Dealer selected by the Independent Investment Banker
after consultation with the Company.


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


          “Regular Record Date” for the interest payable on any Interest Payment
Date on any Securities means the date specified for that purpose as contemplated by
Section 3.01 (whether or not a Business Day) next preceding such Interest
Payment Date. 


          “Republic Credit Facility” means the Initial Republic Credit
Facility and the Supplemental Republic Credit Facility. 


          “Republic Credit
Facility Guarantee” means, as to any Guarantor, such Guarantor’s guarantee of
the Republic Credit Facility (as the same may be amended, modified, waived,
restated, supplemented, amended and restated, refinanced or replaced from time to
time). 


8









 






          “Responsible Officer” when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office or any agent of the Trustee
appointed hereunder, including any vice president, assistant vice president,
assistant secretary or any other officer or assistant officer of the Trustee or any
agent of the Trustee appointed hereunder to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.



          
“Restricted Subsidiary” means any Subsidiary which, at the time of
determination, owns or is a lessee pursuant to a capital lease of any Principal
Property.



          
“Security” or “Securities” has the meaning stated in the
first recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such Person
is not Trustee.



          
“S&P” means Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc. or any successor rating agency.



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



          
“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant
to Section 3.08.



          
“Stated Maturity” means, when used with respect to
any Security, the date specified in such Security as the fixed date on which the
payment of principal or interest of such Security is due and
payable.



          
“Subsidiary” of a Person means, with respect to any Person, any
corporation, association, partnership or other business entity of which at least a
majority of the total voting power of the Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by (1)
such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one
or more Subsidiaries of such Person. 



          
“Supplemental Republic Credit Facility”
means that certain Credit Agreement, dated as of September 18, 2008, among the
Company, Bank of America, N. A., as administrative agent, swing line lender and L/C
issuer, JPMorgan Chase Bank, N. A., as syndication agent, Barclays Bank PLC, BNP
Paribas, and The Royal Bank of Scotland, as co-documentation agents, and certain
other lenders thereto (as the same may be amended, modified, waived, restated,
supplemented, amended and restated, refinanced or replaced from time to
time).



9









 






          
“Temporary Cash Investments” means (1) any evidence of Indebtedness,
maturing not more than one year after the date of acquisition, issued by the United
States of America, or an instrumentality or agency thereof, and guaranteed fully as
to principal, premium, if any, and interest by the United States of America, (2) any
certificate of deposit, maturing not more than one year after the date of
acquisition, issued by, or time deposit of, a commercial banking institution that is
a member of the Federal Reserve System and that has combined capital and surplus and
undivided profits of not less than $500,000,000, whose debt has a rating, at the
time as of which any investment therein is made, of “P-1” (or higher) according to
Moody’s or any successor rating agency or “A-1” (or higher) according to S&P or any
successor rating agency, including the Trustee or any of its Affiliates, (3)
commercial paper, maturing not more than one year after the date of acquisition,
issued by a corporation (other than an Affiliate or Subsidiary of the Company)
organized and existing under the laws of the United States of America with a rating,
at the time as of which any investment therein is made, of “P-1” (or higher)
according to Moody’s or “A-1” (or higher) according to S&P, including the Trustee or
any of its Affiliates, and (4) any money market deposit accounts issued or offered
by a domestic commercial bank having capital and surplus in excess of $500,000,000,
provided, that the short term debt of such commercial bank has a rating, at the time
of investment, of “P-1” (or higher) according to Moody’s or “A-1” (or higher)
according to S&P.


          “Treasury Rate” means, with respect to any Redemption Date,
(1) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15 (519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the Treasury Rate will be
interpolated or extrapolated from such yields on a straight line basis, rounding to
the nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate will be calculated on
the third Business Day preceding the Redemption Date.



          
“Trustee” means the
Person named as the “Trustee” in the first paragraph of this Indenture, until a
successor trustee shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Trustee” shall mean such successor
trustee.



          
“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, or any successor statute.


10









 




Section
1.02 OTHER DEFINITIONS.




	 	 	 	 	 
	TERM	 	DEFINED IN SECTION
	“Act”
	 	 	1.05	 
	“Agent Members”
	 	 	3.06	 
	“CUSIP”
	 	 	3.09	 
	“Defaulted Interest”
	 	 	3.08	 
	“Defeased Securities”
	 	 	4.01	 
	“Guarantee”
	 	 	13.01	 
	“Guarantor”
	 	 	13.01	 
	“Security Register”
	 	 	3.05	 
	“Security Registrar”
	 	 	3.05	 
	“Special Payment Date”
	 	 	3.08	 
	“Successor Company”
	 	 	8.01	 
	“U.S. Government Obligations”
	 	 	4.04	 






Section 1.03 COMPLIANCE CERTIFICATES AND OPINIONS.




          Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate in a
form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with, and an Opinion of
Counsel in a form and substance reasonably acceptable to the Trustee stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that, in the
case of any such application or request as to which the furnishing of such certificates or opinions
is specifically required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.



          Every certificate or Opinion of Counsel with respect to compliance with a condition or
covenant provided for in this Indenture shall include:



          (a) a statement that each individual signing such certificate or individual or firm signing
such opinion has read such covenant or condition and the definitions herein relating thereto;




          (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 each such individual or such firm, he or it has made
such examination or investigation as is necessary to enable him or it to express an informed
opinion as to whether or not such covenant or condition has been complied with; and



11









 






          (d) a statement as to whether, in the opinion of each such individual or such firm, such
condition or covenant has been complied with.




Section 1.04 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.




          In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.




          Any certificate of an officer of the Company or other obligor on the Securities may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company or other obligor on the Securities stating that the information with
respect to such factual matters is in the possession of the Company or other obligor on the
Securities, unless such officer or counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are
erroneous. Opinions of Counsel required to be delivered to the Trustee may have qualifications
customary for opinions of the type required and counsel delivering such Opinions of Counsel may
rely on certificates of the Company or government or other officials customary for opinions of the
type required, including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.




          Any certificate or opinion of an officer of the Company or other obligor on the Securities may
be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or
representations by, an accountant or firm of accountants in the employ of the Company, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the accounting matters upon which his certificate or opinion may
be based are erroneous. Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent with respect to the
Company.




          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.




Section 1.05 ACTS OF HOLDERS.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the case may be, may be 



12









 





embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner provided in this
Section 1.05.




          (b) The ownership of Securities shall be proved by the Security Register.




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




          (d) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.




          (e) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of such Holders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding Trust Indenture Act Section 316(c), any
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is completed.




          If such a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for this purpose the Securities then Outstanding shall be
computed as of such record date; provided that no 



13









 







such request, demand, authorization, direction,
notice, consent, waiver or other Act by the Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after such record date.




          (f) For purposes of this Indenture, any action by the Holders which may be taken in writing
may be taken by electronic means or as otherwise reasonably acceptable to the Trustee.




Section 1.06 NOTICES, ETC., TO THE TRUSTEE, THE COMPANY.




          Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with:




          (a) the Trustee by any Holder or by the Company or any other obligor on the Securities shall
be sufficient for every purpose (except as provided in Section 5.01(e), in which case, the
notice shall be delivered by certified mail) hereunder if in writing and mailed, first-class
postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration, or at any other address
previously furnished in writing to the Holders or the Company, or any other obligor on the
Securities by the Trustee and shall be deemed given upon actual receipt by the Trustee; or




          (b) the Company by the Trustee or any Holder shall be sufficient for every purpose (except as
provided in Section 5.01(e), in which case, the notice shall be delivered by certified
mail) hereunder if in writing and mailed, first-class postage prepaid, or delivered by recognized
overnight courier, to the Company addressed to Republic Services, Inc., 18500 N. Allied Way,
Phoenix, Arizona 85054, Attention: Chief Financial Officer, or at any other address previously
furnished in writing to the Trustee by the Company.




          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; provided, however, that (a) the party providing such written instructions, subsequent to
such transmission of written instructions, shall provide the originally executed instructions or
directions to the Trustee in a timely manner, and (b) such originally executed instructions or
directions shall be signed by an authorized representative of the party providing such instructions
or directions. 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.




14











 






          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 1.07 NOTICE TO HOLDERS; WAIVER.




          Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each
Holder affected by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed to a Holder in
the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or
not actually received by such Holder. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.




          In case by reason of the suspension of regular mail service or by reason of any other cause,
it shall be impracticable to mail notice of any event as required by any provision of this
Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee
and reasonably calculated to reach its destination shall be deemed to be a sufficient giving of
such notice.




Section 1.08 CONFLICT WITH TRUST INDENTURE ACT.




          If any provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision which is required or deemed to be included in this Indenture by
any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust
Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case may be.




Section 1.09 EFFECT OF HEADINGS AND TABLE OF CONTENTS.




          The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.




Section 1.10 SUCCESSORS AND ASSIGNS.




          All covenants and agreements in this Indenture by the Company and the Trustee shall bind their
respective successors and assigns, whether so expressed or not.





15









 





Section 1.11 SEPARABILITY CLAUSE.




          In case any provision 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 1.12 BENEFITS OF INDENTURE.




          Nothing in this Indenture or in the Securities, express or implied, shall give to any Person
(other than the parties hereto and their successors hereunder, any Paying Agent and the Holders)
any benefit or any legal or equitable right, remedy or claim under this Indenture.




Section 1.13 GOVERNING LAW.




          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.




Section 1.14 LEGAL HOLIDAYS.




          In any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of any Security) payment of interest or principal or premium, if any, need not be made
on such date, but may be made on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date or Redemption Date, or at the Maturity or Stated Maturity and
no interest shall accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.




Section 1.15 INDEPENDENCE OF COVENANTS.




          All covenants and agreements in this Indenture shall be given independent effect so that if a
particular action or condition is not permitted by any such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of,
another covenant shall not avoid the occurrence of a Default or an Event of Default if such action
is taken or condition exists.




Section 1.16 SCHEDULES AND EXHIBITS.




          All schedules and exhibits attached hereto are by this reference made a part hereof with the
same effect as if herein set forth in full.




16









 






Section 1.17 COUNTERPARTS.




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




Section 1.18 WAIVER OF JURY TRIAL.




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




Section 1.19 FORCE MAJEURE.




          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.




ARTICLE II




SECURITY FORMS




Section 2.01 FORMS OF SECURITIES.




          The Securities, if any, of each series shall be in substantially the form of Exhibit A
hereto or as shall otherwise be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance with Section
3.01, shall have such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture or any indenture supplemental hereto, and may have such
letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage.




          The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders, or may be
produced in any other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.





17









 






          The terms and provisions set forth in any Security shall constitute, and are hereby made a
part of this Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be
bound thereby.




Section 2.02 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.




          Subject to Section 6.12, the Trustee’s certificate of authentication shall be in
substantially the following form:




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture (as such Indenture may be supplemented or amended).




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., AS TRUSTEE
	 
	 	 	 	 	 
	 	BY	 	 	 
	 	 	 	 	 
	 	 	 	AUTHORIZED SIGNATORY

 	 



ARTICLE III




THE SECURITIES




Section 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES.




          The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.




          The Securities shall rank equally and pari passu in right of payment and may be issued in one
or more series. There shall be established in one or more Board Resolutions or pursuant to
authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth,
or determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto which may amend the terms of this Indenture unless prohibited by the
Trust Indenture Act, prior to the issuances of Securities of any series, any or all of the
following, as applicable (each of which, if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time to time):



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




     (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.04, 3.05, 3.06,
3.07, 9.06 or 11.08) and whether any series may be reopened for
additional Securities of that series; in the event that such series of Securities may be
reopened from time to 




18









 





time for issuances of additional Securities of such series, the terms
thereof shall indicate whether any such additional Securities shall have the same terms as
the prior Securities of such series or whether the Company may establish additional or
different terms with respect to such additional Securities;




     (3) the date or dates, or the method by which such date or dates will be determined or
extended, on which the principal (and premium, if any) of the Securities of the series shall
be payable;




     (4) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue or the method by which such date or dates shall be
determined, whether such Securities shall be issued with original issue discount or at a
percentage of their principal amount, the Interest Payment Dates on which such interest will
be payable and the Regular Record Date, if any, for the interest payable on any Security on
any Interest Payment Date, or the method by which such date shall be determined, and the
basis upon which such interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;




     (5) the place or places, if any, other than or in addition to the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, Securities of the series maybe surrendered for
exchange, where Securities of that series that are convertible or exchangeable may be
surrendered for the conversion or exchange, as applicable, and where notices or demands to
or upon the Company in respect of the Securities of the series and this Indenture may be
served;




     (6) the period or periods within which, or the date or dates on which, the price or
prices at which, and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have the
option;




     (7) the obligation, if any, of the Company to redeem, repay or purchase Securities or
the series pursuant to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which or the date or dates on which, the price or
prices at which, and other terms and condition upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;



     (8) if other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;




     (9) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.02 or the method by which such portion shall
be determined;




19









 






     (10) whether the amount of payments of principal of (or premium, if any) or interest,
if any, on the Securities of the series may be determined with reference to any index,
formula or other method, and the manner in which such amounts shall be determined;




     (11) provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;




     (12) any deletions from, modifications of or additions to the Events of Default or
covenants or other provisions (including any deletions from, modifications of or additions
to any of the provisions of Section 5.01) of the Company with respect to Securities
of the series, whether or not such Events of Default or covenants or other provisions are
consistent with the Events of Default or covenants or other provisions set forth herein;




     (13) the applicability, if any, of Sections 4.02 and 4.03 to the
Securities of the series (and, in the case of Section 4.03, if applicable, any
additional covenants subject to covenant defeasance) and any provisions in modification of,
in addition to or in lieu of any of the provisions of Article IV;




     (14) if the Securities of such series are to be issuable in definite form (whether upon
original issue or upon exchange of a temporary Security of such series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions, then the form
and/or terms of such certificates, documents or conditions;




     (15) the terms of any temporary securities, the provisions for deposit and withdrawal
from a common depository and terms related thereto;




     (16) if the Securities of the series are to be secured or convertible into or
exchangeable for any securities of any Person (including the Company), the terms and
conditions upon which such Securities of the series will be so secured or convertible or
exchangeable (including, without limitation, the initial conversion price or rate, the
conversion period, the conversion agent, if any, adjustments of the applicable conversion
price or rate and any requirements with respect to the reservation of shares or Securities
for purposes of conversion);




     (17) whether the Securities shall be bearer securities and, if so, any provisions
related thereto;



     (18) whether the Securities will contain any transfer restrictions, and whether the
Securities are to be issued pursuant to Rule 144A under the Securities Act, Regulation S
under the Securities Act, a public offering or otherwise; and




     (19) any other terms of the series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act).




20









 





          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise by provided in or pursuant to such Board Resolution (subject to
Section 3.03) and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series or to establish additional terms of such series
of Securities (which additional terms shall only be applicable to unissued or additional Securities
of such series).




          If any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of
such series.




Section 3.02 DENOMINATIONS.




          The Securities shall be issuable only in fully registered form without coupons and only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, unless provided
otherwise in a supplemental indenture with respect to any series of Securities.




Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.




          The Securities shall be executed on behalf of the Company by one of its Chairman of the Board,
its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice
Presidents. The signatures of any of these officers on the Securities may be manual or facsimile.




          Securities bearing the manual or facsimile signature of an individual who was at any time the
proper officer of the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such Securities or did not
hold such office at the date of such Securities.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such Securities as provided in
this Indenture and not otherwise. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and, subject to Section 6.01, shall be
fully protected in relying upon:




          (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which
the terms and form of the Securities were established, certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect as of the date of such certificate, and if the 



21









 






terms and form of such Securities
are established by an Officers’ Certificate pursuant to general authorization of the Board of
Directors, such Officers’ Certificate;




          (b) an executed supplemental indenture, if any;




          (c) an Officers’ Certificate delivered in accordance with Section 1.03; and




          (d) an Opinion of Counsel which shall state;





     (1) that the form of such Securities has been established by a supplemental indenture
or by or pursuant to a resolution of the Board of Directors in accordance with Sections
2.01 and 2.02 and in conformity with the provisions of this Indenture;




     (2) that the terms of such Securities have been established in accordance with
Section 2.01 and in conformity with the other provisions of this Indenture;




     (3) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement of creditors’ rights
and to general equity principles; and




     (4) that all laws and requirements in respect of the execution and delivery by the
Company of such Securities have been complied with.



          The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.




          Each Security shall be dated the date of its authentication.




          No Security endorsed thereon shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by manual signature of
an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.01, in case the Company, pursuant to Article VIII, shall,
in a single transaction or through a series of related transactions, be consolidated, amalgamated,
combined or merged with or into any other Person or shall sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to any Person, and the
successor Person resulting from such consolidation, amalgamation, or combination or surviving such
merger, or into which the Company shall have been merged, or the successor Person which shall have
participated in the sale,



22









 





assignment, conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to
Article VIII, any of the Securities authenticated or delivered prior to such consolidation,
amalgamation, combination, merger, sale, assignment, conveyance, transfer, lease or other
disposition may, from time to time, at the request of the successor Person, be exchanged for other
Securities executed in the name of the successor Person with such changes in phraseology and form
as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for
such exchange and of like principal amount; and the Trustee, upon Company Request of the successor
Person, shall authenticate and deliver Securities as specified in such request for the purpose of
such exchange. If Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 3.03 in exchange or substitution for or upon
registration of transfer of any Securities, such successor Person, at the option of the Holders but
without expense to them, shall provide for the exchange of all Securities at the time Outstanding
for Securities authenticated and delivered in such new name.




          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities on behalf of the Trustee. Unless limited by the terms of such appointment, 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 has the same rights as any Security Registrar or Paying Agent to deal with the
Company and its Affiliates.




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




Section 3.04 TEMPORARY SECURITIES.




          (a) Pending the preparation of definitive Securities, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten or otherwise produced, in any authorized denomination, substantially of
the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities
may determine, as conclusively evidenced by their execution of such Securities.




          (b) If temporary Securities are issued, the Company will cause definitive Securities to be
prepared without unreasonable delay, except to comply with applicable law. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency
of the Company designated for such purpose pursuant to Section 10.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities.




23









 






          (c) The Securities may be issued as temporary global Securities for deposit with a Common
Depository pursuant to terms set forth in a supplemental indenture.




Section 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.




          The Company shall cause the Trustee to keep, so long as it is the Security Registrar, at the
Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a
register for each series of Securities (the register maintained in such office or in any other
office or agency designated pursuant to Section 10.02 being herein sometimes referred to as
the “Security Register”) in which, subject to such reasonable regulations as the Security
Registrar may prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee shall initially be the “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided. The Company may
change the Security Registrar or appoint one or more co-Security Registrars without prior notice;
provided that the Company shall promptly notify the Trustee if the Company changes the Security
Registrar or appoints a co-Security Registrar.




          Upon surrender for registration of transfer of any Security at the office or agency of the
Company designated pursuant to Section 10.02, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denomination or denominations, of a like
aggregate principal amount.




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




          At the option of the Holder, Securities may be exchanged for other Securities of any
authorized denomination or denominations, of a like aggregate principal amount, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, Securities
of the same series which the Holder making the exchange is entitled to receive.




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




          Every Security presented or surrendered for registration of transfer, or for exchange,
repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.




24









 






          No service charge shall be made to a Holder for any registration of transfer, exchange or
redemption of Securities, other than exchanges pursuant to Sections 3.05 or 3.07
not involving any transfer, except for any tax or other governmental charge that may be imposed in
connection therewith.




          The Company shall not be required (a) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the mailing of a
notice of redemption of the Securities selected for redemption under Section 11.04 and
ending at the close of business on the day of such mailing or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion
of Securities being redeemed in part.




          Any Security authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, any Global Security, whether pursuant to this Section 3.05, Sections
3.04, 3.06, 3.07, 9.06 or 11.08 or otherwise, shall also be a
Global Security and bear the legend specified in Exhibit A hereto.




Section 3.06 BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.




          The following provisions shall govern Global Securities except as set forth in an indenture
supplemental hereto:




          (a) Each Global Security initially shall (i) be registered in the name of the Depositary for
such Global Security or the nominee of such Depositary, (ii) be deposited with, or on behalf of,
the Depositary or with the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Exhibit A hereto.




          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
the Trustee as its custodian, or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or shall
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.




          (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary, (ii) the Company, at its option, executes and delivers to the
Trustee a Company Order stating that it elects to cause the issuance of the Securities in
certificated form and that all Global




25









 






Securities shall be exchanged in whole for Securities that
are not Global Securities (in which case, such exchange shall be effected by the Trustee) or (iii)
there shall have occurred and be continuing an Event of Default.




          (c) If any Global Security is to be exchanged for other Securities or canceled in whole, it
shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security
Registrar, for exchange or cancellation as provided in this Article III. If any Global
Security is to be exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i)
such Global Security shall be so surrendered for exchange or cancellation as provided in this
Article III or (ii) the principal amount thereof shall be reduced or increased by an amount
equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of
such other Security to be so exchanged for a beneficial interest therein, as the case may be, by
means of an appropriate adjustment made on the records of the Trustee, as Security Registrar,
whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary
or its authorized representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this Section
3.06(c) and as otherwise provided in this Article III, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the
order of, and registered in such names as may be directed by, the Depositary or its authorized
representative. Upon the request of the Trustee in connection with the occurrence of any of the
events specified in the preceding Subsection (b), the Company shall promptly make available
to the Trustee a reasonable supply of Securities that are not in the form of Global Securities.
The Trustee shall be entitled to conclusively rely upon any order, direction or request of the
Depositary or its authorized representative which is given or made pursuant to this Article
III if such order, direction or request is given or made in accordance with the Applicable
Procedures.




          (d) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Article III or otherwise, shall be authenticated and delivered in the form of, and shall
be, a Global Security, unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.




          (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the
Holder of such Global Security for all purposes under this Indenture and the Securities, and owners
of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee or its Agent Members.




          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Security (including any transfers between or among Agent
Members or beneficial owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly




26









 






required by, and to do so if
and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.




          None of the Company, the Trustee, any Paying Agent or any Registrar will have any
responsibility or liability for any aspect of Depositary records relating to, or payments made on
account of, beneficial ownership interests in a Global Security or for maintaining, supervising or
reviewing any Depositary records relating to such beneficial ownership interests, or for transfers
of beneficial interests in the Securities or any transactions between the Depositary and beneficial
owners.




Section 3.07 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.




          If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security,
and there is delivered to the Company and the Trustee, such security or indemnity, in each case, as
may be required by them to save each of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company
shall execute and upon a Company 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
replacement Security of like tenor and principal amount, bearing a number not contemporaneously
outstanding.




          In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a replacement
Security, pay or purchase such Security, as the case may be.




          Upon the issuance of any replacement Securities under this Section 3.07, the Company
may require the payment of a sum sufficient to pay all documentary, stamp or similar issue or
transfer taxes or other governmental charges that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee, its agents and its counsel) connected
therewith.




          Every replacement Security issued pursuant to this Section 3.07 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the 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 3.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.




Section 3.08 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.01, interest on any Security which is payable, and is punctually
paid or duly provided for, on the Stated Maturity of such interest shall be





27









 





paid to the Person in
whose name the Security (or any Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest payment.




          Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.01, any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities, to the extent
lawful (such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”), shall forthwith cease to be payable to the Holder on the Regular Record Date; and
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in
Subsection (a) or (b) below:




          (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities (or any relevant Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date (not less than 30 days after
such notice) of the proposed payment (the “Special Payment Date”), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the Special Payment Date, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this Subsection
(a) provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the Special Payment Date and shall fix the Special Record Date not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company in writing of such Special Record Date. In the name and at the expense of the Company,
the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date and Special Payment
Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities are registered on such Special Record Date and shall no longer be payable
pursuant to the following Subsection (b).



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




          (c) Any series of Securities may provide for changes in interest rates or changes in spreads
and any changes in redemption provisions in connection therewith or





28









 






changes in maturity to the
extent set forth in a supplemental Indenture with respect to such Securities.




          Subject to the foregoing provisions of this Section 3.08, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.




Section 3.09 CUSIP NUMBERS.




          The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and
the Company, or the Trustee on behalf of the Company, shall use CUSIP numbers in notices of
redemption or exchange as a convenience to Holders; provided, however, that any such notice shall
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 redemption or exchange and that reliance may be placed
only on the other identification numbers printed on the Securities; and provided further, however,
that failure to use CUSIP numbers in any notice of redemption or exchange shall not affect the
validity or sufficiency of such notice. The Company will promptly notify the Trustee of any change
in the “CUSIP” numbers.




Section 3.10 PERSONS DEEMED OWNERS.




          Prior to and at the time of due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of receiving payment
of principal of, premium, if any, and (subject to Section 3.08) interest on, such Security
and for all other purposes whatsoever, whether or not such Security is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.




Section 3.11 CANCELLATION.




          All Securities surrendered for payment, purchase, redemption, registration of transfer or
exchange shall be delivered to the Trustee and, if not already canceled, shall be promptly canceled
by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.11, except as
expressly permitted by this Indenture. All canceled Securities held by the Trustee shall, upon
written request of the Company, be disposed in accordance with the Trustee’s standard procedures,
unless by a Company Order received by the Trustee prior to such disposition, the Company shall
direct that the canceled Securities be returned to it. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by the Company.




29









 





Section 3.12 COMPUTATION OF INTEREST.




          Except as otherwise specified as contemplated by Section 3.01 with respect to
Securities of any series, interest on the Securities of each series shall be computed on the basis
of a 360-day year comprised of twelve 30-day months.




ARTICLE IV




DEFEASANCE AND COVENANT DEFEASANCE




Section 4.01 APPLICABILITY OF ARTICLE; COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.




          If pursuant to Section 3.01 provision is made for either or both of (a) defeasance of
the Securities of or within a series under Section 4.02 or (b) covenant defeasance of the
Securities of or within a series under Section 4.03, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article IV (with
such modifications thereto as may be specified pursuant to Section 3.01 with respect to any
Securities), shall be applicable to such Securities, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities, elect to have Section 4.02 (if
applicable) or Section 4.03 (if applicable) be applied to such Outstanding Securities (the
“Defeased Securities”) upon compliance with the conditions set forth below in this
Article IV.




Section 4.02 DEFEASANCE AND DISCHARGE.




          Upon the Company’s exercise of the option applicable to this Section 4.02 with respect
to any Securities of or within a series, the Company and any other obligor upon the applicable
series of Securities, if any, shall be deemed to have been discharged from its obligations with
respect to the Defeased Securities on the date the conditions set forth in Section 4.04
below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company and any other obligor under this Indenture shall be deemed to have paid and
discharged the entire Indebtedness represented by the Defeased Securities, which shall thereafter
be deemed to be “Outstanding” only for the purposes of Section 4.05 and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations
under such series of Securities and this Indenture insofar as such series of Securities are
concerned (and the Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Securities to receive, solely from the trust
fund described in Section 4.04 and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on, such series of Securities, when such
payments are due, (b) the Company’s obligations with respect to such Defeased Securities under
Sections 3.03, 3.04, 3.05, 3.07, 10.02 and 10.03,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without
limitation, the Trustee’s rights under Section 6.07, and (d) this Article IV.
Subject to compliance with this





30









 





Article IV, the Company may exercise its option under this
Section 4.02 notwithstanding the prior exercise of its option under Section 4.03
with respect to a series of Securities.




Section 4.03 COVENANT DEFEASANCE.




          Upon the Company’s exercise of the option applicable to this Section 4.03 with respect
to any Securities of or within a series, the Company shall be released from its obligations under
any covenant or provision contained or referred to in Sections 10.05, 10.06 and
10.07 and any other covenant or provision if specified pursuant to Section 3.01,
with respect to the Defeased Securities, on and after the date the conditions set forth in
Section 4.04 below are satisfied (hereinafter, “covenant defeasance”), and the
Defeased Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed “Outstanding” for all other
purposes hereunder, and the Events of Default under Section 5.01(d) and (e) and any
Event of Default specified to be covered by this Section 4.03 for a series in accordance
with Section 3.01 shall cease to be in full force and effect with respect to the applicable
series of Securities. For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 5.01(d) and (e)
but, except as specified above, the remainder of this Indenture and such Defeased Securities shall
be unaffected thereby.




Section 4.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.




          The following shall be the conditions to application of either Section 4.02 or
Section 4.03 to the Defeased Securities of or within a series:





     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
such series of Securities, (a) cash in United States dollars in an amount, (b) U.S.
Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms and with no further reinvestment will
provide, not later than one day before the due date of payment, money in an amount, or (c) a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee to pay and discharge, the
principal of, premium, if any, and interest on, the Defeased Securities, on the Stated
Maturity of such principal or interest. For this purpose, “U.S. Government
Obligations” means securities that are (i) direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or





31









 





instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt;




     (2) In the case of an election under Section 4.02, the Company shall have
delivered to the Trustee an Opinion of Independent Counsel in the United States stating that
(A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of
Independent Counsel in the United States shall confirm that, the Holders and beneficial
owners of the Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;




     (3) In the case of an election under Section 4.03, the Company shall have
delivered to the Trustee an Opinion of Independent Counsel in the United States to the
effect that the Holders and beneficial owners of the Outstanding Securities will not
recognize income, gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance had not
occurred;




     (4) No Default or Event of Default shall have occurred and be continuing on the date of
such deposit or insofar as Section 5.01(f) is concerned, at any time during the
period ending on the 91st day after the date of deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period);




     (5) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company or any Restricted Subsidiary is a party or
by which it is bound;




     (6) Such defeasance or covenant defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company
Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from
registration thereunder;




32









 






     (7) The Company shall have delivered to the Trustee an Opinion of Independent Counsel
in the United States to the effect that after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally;




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




     (9) No event or condition shall exist that would prevent the Company from making
payments of the principal of, premium, if any, and interest on the applicable series of
Securities on the date of such deposit or at any time ending on the 91st day after the date
of such deposit; and




     (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Independent Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 4.02 or the covenant defeasance
under Section 4.03 (as the case may be) have been complied with.



          Opinions of Counsel or Opinions of Independent Counsel required to be delivered under this
Section 4.04 shall be in form and substance reasonably satisfactory to the Trustee and may
have qualifications customary for opinions of the type required and counsel delivering such
opinions may rely on certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters of fact, including
that various financial covenants have been complied with.




          Notwithstanding any other provisions of this Article IV, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions and
limitations which may be imposed by the Company in connection therewith pursuant to Section
3.01.

Section 4.05 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS.



          Subject to the provisions of the last paragraph of Section 10.03, all United States
dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.04 in respect of the Defeased Securities of any series shall be held
in trust and applied by the Trustee, in accordance with the provisions of such series of Securities
and this Indenture, to the payment, either directly or through any Paying Agent (excluding the
Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the
Holders of such series of Securities of all sums due and to





33









 





become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




          Unless otherwise specified with respect to any Security pursuant to Section 3.01, the
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is imposed, assessed or for the account of the Holders of the Defeased Securities.




          Anything in this Article IV to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any United States dollars or U.S.
Government Obligations held by it as provided in Section 4.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect defeasance or covenant defeasance.




Section 4.06 REINSTATEMENT.




          If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government
Obligations in accordance with Section 4.02 or 4.03, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the
applicable series of Securities shall be revived and reinstated, with present and prospective
effect, as though no deposit had occurred pursuant to Section 4.02 or 4.03, as the
case may be, until such time as the Trustee or Paying Agent is permitted to apply all such United
States dollars or U.S. Government Obligations in accordance with Section 4.02 or
4.03, as the case may be; provided, however, that if the Company makes any payment to the
Trustee or Paying Agent of principal of, premium, if any, or interest on any Security of such
series following the reinstatement of its obligations, the Trustee or Paying Agent shall promptly
pay any such amount to the Holders of the Securities of such series and the Company shall be
subrogated to the rights of the Holders of such series of Securities to receive such payment from
the United States dollars and U.S. Government Obligations held by the Trustee or Paying Agent
pursuant to Section 4.02 or 4.03.



ARTICLE V




REMEDIES




Section 5.01 EVENTS OF DEFAULT.




          “Event of Default,” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body) with respect to a particular
series of Securities except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 3.01:




34









 






          (a) there shall be a default in the payment of any installment of interest on any of the
Securities of such series when it becomes due and payable, and such default shall continue for a
period of 30 days;




          (b) there shall be a default in the payment of the principal of (or premium, if any, on) any
of the Securities of such series when it becomes due and payable, whether at Maturity, upon
redemption by declaration or otherwise;




          (c) there shall be a breach of Section 10.07 of this Indenture, and such breach shall
continue for a period of 365 days after written notice to the Company specifying such failure and
requiring the Company to remedy the same has been given, by certified mail, (x) to the Company by
the Trustee or (y) to the Company and the Trustee by holders of at least 25% in aggregate principal
amount of the Outstanding Securities of such series;




          (d) there shall be a default in the performance, or breach, of any covenant or agreement of
the Company applicable to such series of Securities (other than a default in the performance, or
breach, of a covenant or agreement which is specifically dealt with in Subsections (a),
(b) and (c)) and such default or breach shall continue for a period of 60 days
after written notice to the Company specifying such failure and requiring the Company to remedy the
same has been given, by certified mail, (x) to the Company by the Trustee or (y) to the Company and
the Trustee by the holders of at least 25% in aggregate principal amount of the Outstanding
Securities of such series;




          (e) any Indebtedness of the Company or any Restricted Subsidiary of the Company with an
aggregate principal amount outstanding of at least $25,000,000 shall not have been paid when due
and shall continue not to be paid for 25 days after written notice by certified mail, (x) to the
Company by the Trustee or (y) to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of such series;




          (f) (i) there shall have been the entry by a court of competent jurisdiction of (A) a decree
or order for relief in respect of the Company or any of its Restricted Subsidiaries in an
involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order
adjudging the Company or any Restricted Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Restricted Subsidiary under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or any Restricted Subsidiary or of any substantial part of their
respective properties, or ordering the winding up or liquidation of their affairs, and any such
decree or order for relief shall continue to be in effect, or any such other decree or order shall
be unstayed and in effect, for a period of 60 consecutive days or (ii) (A) the Company or any
Restricted Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law
or any other case or proceeding to be adjudicated bankrupt or insolvent, (B) the Company or any
Restricted Subsidiary consents to the entry of a decree or order for relief in respect of the
Company or such Restricted Subsidiary in an involuntary case or proceeding under any applicable
Bankruptcy Law or to the commencement of any




35









 






bankruptcy or insolvency case or proceeding against
it, (C) the Company or any Restricted Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, (D) the Company or any
Restricted Subsidiary (1) consents to the filing of such petition or the appointment of, or taking
possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or such Restricted Subsidiary or of any substantial part of their
respective properties, (2) makes an assignment for the benefit of creditors or (3) admits in
writing its inability to pay its debts generally as they become due or (E) the Company or any
Restricted Subsidiary takes any corporate action in furtherance of any such actions in this
Subsection (f)(ii); or




          (g) any other Event of Default provided with respect to Securities of that series.




Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.




          If an Event of Default (other than an Event of Default specified in Section 5.01(f))
with respect to Securities of any series at the time Outstanding, shall occur and be continuing,
unless the principal and interest with respect to all of the Securities of such series shall have
already become due and payable, the Trustee or the Holders of not less than 25% aggregate in
principal amount of the Securities of that series (with each affected series voting as a separate
class) then Outstanding may, and the Trustee at the request of such Holders shall, declare all
unpaid principal of, premium, if any, and accrued interest on all Securities of that series
affected thereby to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Securities) and upon any such declaration, such
principal, premium, if any, and interest shall become due and payable immediately. If an Event of
Default specified in Subsection (f) of Section 5.01 occurs and is continuing,
unless the principal and interest with respect to the Securities shall have already become due and
payable, then the Securities of all series shall ipso facto become and be due and payable
immediately in an amount equal to the principal amount of the Securities, together with accrued and
unpaid interest, if any, to the date the Securities become due and payable, without any declaration
or other act on the part of the Trustee or any Holder. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the Holders of the Securities by
appropriate judicial proceedings.



          Unless otherwise provided pursuant to Section 3.01, in the event of a declaration of
acceleration because of an Event of Default set forth in Subsection (e) of Section
5.01 has occurred and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default pursuant to
Subsection (e) of Section 5.01 shall be remedied or cured by the Company or the
relevant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto.




          At any time after a declaration of acceleration with respect to any of the Securities of any
series, but before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article V provided, the holders of a majority in aggregate
principal amount of the Outstanding Securities of any affected series




36









 






(with each affected series
voting as a separate class), by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:




          (a) the Company has paid or deposited with the Trustee a sum sufficient to pay:




     (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable
compensation, fees and expenses, disbursements and advances of the Trustee, its agents and
counsel,




     (2) all overdue interest on all Outstanding Securities of such series,




     (3) the principal of and premium, if any, on any Outstanding Securities of such series
which have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by such series of Securities, and




     (4) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the applicable series of Securities;



          (b) the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction; and




          (c) all Events of Default, other than the non-payment of principal of, premium, if any, and
interest on the applicable series of Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13. No such rescission
shall affect any subsequent Default or impair any right consequent thereon.




Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.




          The Company covenants that if




          (a) default is made in the payment of any interest on any Security of any series when such
interest becomes due and payable and such default continues for a period of 30 days, or




          (b) default is made in the payment of the principal of or premium, if any, on any Security of
any series at the Stated Maturity thereof or otherwise, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such series of Securities, the whole amount
then due and payable on the Securities of such series for principal and premium, if any, and
interest, with interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments of interest, at
the rate borne by the Securities of such series; and, in addition thereto, 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.




37









 






          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities of such series, wherever situated.




          If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders under this Indenture by such
appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein or therein, or to enforce any other
proper remedy or to enforce any other proper remedy, subject however to Section 5.12. No
recovery of any such judgment upon any property of the Company shall affect or impair any rights,
powers or remedies of the Trustee or the Holders.




Section 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities of any series or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the principal of such
series of Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the
payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,




          (a) to file and prove a claim for the whole amount of principal, and premium, if any, and
interest owing and unpaid in respect of the Securities of any series and to file such 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 of the Holders allowed in such judicial proceeding, and



          (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;




and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official 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 the Trustee any amount due it for the reasonable compensation, fees and expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.




38









 





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




          For purposes of this Section 5.04, the Trustee is hereby designated as the
attorney-in-fact for the Holders.




Section 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.




          All rights of action and claims under this Indenture with respect to any series of Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities of
such series or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the reasonable compensation,
fees and expenses, disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities of such series in respect of which such judgment
has been recovered.




Section 5.06 APPLICATION OF MONEY COLLECTED.




          Any money collected by the Trustee pursuant to this Article V or otherwise on behalf
of the Holders or the Trustee pursuant to this Article V or through any proceeding or any
arrangement or restructuring in anticipation or in lieu of any proceeding contemplated by this
Article V shall be applied, subject to applicable law, in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, upon presentation of the several Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 6.07;





     SECOND: To the payment of the amounts then due and unpaid upon the Securities for
principal, premium, if any, and interest, in respect of which or for the benefit of which
such money has been collected, on the Securities of such series in the order of the maturity
of the installments of such interest, such payments to be made ratably to the Persons entitled thereto, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal, premium, if
any, and interest; and




     THIRD: The balance, if any, to the Person or Persons entitled thereto, including the
Company, provided that all sums due and owing to the Holders and the Trustee have been paid
in full as required by this Indenture.




39









 






Section 5.07 LIMITATION ON SUITS.




          No Holder of any series of Securities shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or any series of Securities, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:




          (a) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;




          (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as trustee hereunder;




          (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to it against
the costs, fees and expenses and liabilities to be incurred in compliance with such request;




          (d) the Trustee for 60 days after its receipt of such notice, request and offer (and, if
requested, provision) of indemnity has failed to institute any such proceeding; 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 Outstanding
Securities of the affected series;



it being understood and intended that no one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture or any Security of any
series to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right under this Indenture
or any Security of any series, except in the manner provided in this Indenture and for the equal
and ratable benefit of all the Holders.




Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.




          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right based on the terms stated herein, which is absolute and unconditional, to receive payment
of the principal of, premium, if any, and (subject to Section 3.08) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repurchase, on the Redemption Date or the
repurchase date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.




Section 5.09 RESTORATION OF RIGHTS AND REMEDIES.




          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for




40









 





any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, any other obligor on the Securities, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.




Section 5.10 RIGHTS AND REMEDIES CUMULATIVE.




          No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




Section 5.11 DELAY OR OMISSION NOT WAIVER.




          No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.




Section 5.12 CONTROL BY HOLDERS.




          The Holders of not less than a majority in aggregate principal amount of any series of
Outstanding Securities shall have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee under this Article V with respect to such series, provided that:




          (a) such direction shall not be in conflict with any rule of law or with this Indenture
(including, without limitation, Section 5.07), expose the Trustee to personal liability or
be unduly prejudicial to Holders not joining therein; and




          (b) subject to the provisions of Section 315 of the Trust Indenture Act, the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with such direction.



Section 5.13 WAIVER OF PAST DEFAULTS.




          Prior to the acceleration of the maturity of any series of the Securities, the Holders of not
less than a majority in aggregate principal amount of the Outstanding Securities of such series may
on behalf of the Holders of all Outstanding Securities of any such series waive any past Default or
Event of Default and its consequences, except a Default or Event of Default:




41









 





          (a) in the payment of the principal of, premium, if any, or interest on any Security (which
may only be waived with the consent of each Holder of Securities of such series affected); or




          (b) in respect of a covenant or a provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holder of each Security of such series Outstanding
affected by such modification or amendment.




          Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.




Section 5.14 UNDERTAKING FOR COSTS.




          All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant, but the provisions of this Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of, premium, if any,
or interest on, any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).




Section 5.15 WAIVER OF STAY, EXTENSION OR USURY LAWS.




          The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in
force, 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 contemplated herein or in the Securities or
which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will
not 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 5.16 REMEDIES SUBJECT TO APPLICABLE LAW.




          All rights, remedies and powers provided by this Article V may be exercised only to
the extent that the exercise thereof does not violate any applicable provision of law




42









 





in the
premises, and all the provisions of this Indenture are intended to be subject to all applicable
mandatory provisions of law which may be controlling in the premises and to be limited to the
extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled
to be recorded, registered or filed under the provisions of any applicable law.




ARTICLE VI




THE TRUSTEE




Section 6.01 DUTIES OF TRUSTEE.




          Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d):




          (a) if a Default or 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 thereof 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 a Default or an Event of Default:





     (1) the Trustee need perform only those duties as are specifically set forth in this
Indenture and no covenants or obligations shall be implied in this Indenture against the
Trustee; and




     (2) in the absence of bad faith or willful misconduct on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture. However, the Trustee shall examine the certificates and
opinions which by any provision hereof are required to be furnished to the Trustee, to
determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein);



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





     (1) this Subsection (c) does not limit the effect of Subsection (b) of
this Section 6.01;




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




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith, in accordance with a direction of the Holders of a majority in aggregate
principal amount of Outstanding Securities of any series




43









 






relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power confirmed upon the Trustee under this Indenture;



          (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 if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it;




          (e) whether or not therein expressly so provided, 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 6.01; and




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




Section 6.02 NOTICE OF DEFAULTS.




          Within 90 days after a Responsible Officer of the Trustee receives actual notice of the
occurrence of any Default, the Trustee shall transmit by mail to all Holders and any other Persons
entitled to receive reports pursuant to Section 313(c) of the Trust Indenture Act, as their names
and addresses appear in the Security Register, notice of such Default hereunder actually known to
the Trustee, unless such Default shall have been cured or waived; provided, however, that, except
in the case of a Default in the payment of the principal of, premium, if any, or interest on any
Security, the Trustee shall be protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determines that the withholding of
such notice is in the interest of the Holders.




Section 6.03 CERTAIN RIGHTS OF TRUSTEE.




          Subject to the provisions of Section 6.01 hereof and Trust Indenture Act Sections
315(a) through 315(d):




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




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




44









 







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




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




          (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers conferred upon it by
this Indenture other than any liabilities arising out of the negligence, bad faith or willful
misconduct of the Trustee;




          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or
document unless requested in writing to do so by the Holders of not less than a majority in
aggregate principal amount of the Securities of any series then Outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation so requested by the
Holders of not less than 25% in aggregate principal amount of the Securities Outstanding of an
affected series shall be paid by the Company or, if paid by the Trustee or any predecessor Trustee,
shall be repaid by the Company upon demand; provided, further, the Trustee in its discretion may
make such further inquiry or investigation into such facts or matters as it may deem 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;




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



          (h) the Trustee shall not be required to take notice, and shall not be deemed to have notice,
of any Default or Event of Default hereunder, except Events of Default described in Subsections
(a) and (b) of Section 5.01 hereof, unless a Responsible Officer of the Trustee
shall be notified specifically of the Default or Event of Default on a written instrument or
document received by the Trustee at its Notice Address by the Company or by the Holders of at least
10% of the aggregate principal amount of any




45









 





Securities of any series then outstanding and affected
and such notice references the Securities and this Indenture. In the absence of delivery of notice
satisfying those requirements, the Trustee may assume conclusively that there is no Default or
Event of Default, except as noted above;




          (i) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officers’ Certificate;




          (j) 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 by the Trustee to act hereunder;




          (k) 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; and




          (l) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




Section 6.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF SECURITIES OR APPLICATION OF
PROCEEDS THEREOF.




          The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in any Statement of Eligibility on Form
T-1 to be supplied to the Company will be true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.




Section 6.05 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.




          The Trustee, any Paying Agent, Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of
Securities, with the same rights it would have if it were not the Trustee, Paying Agent,
Security Registrar or such other agent and, subject to Trust Indenture Act Sections 310 and 311,
may otherwise deal with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.




46









 






Section 6.06 MONEY HELD IN TRUST.




          All moneys received by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated from other funds,
except to the extent required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article IV, the Trustee shall be required to invest
all moneys received by the Trustee, until used or applied as herein provided, in Temporary Cash
Investments in accordance with the written directions of the Company.




          In the event of a loss on the sale of such investments (after giving effect to any interest or
other income thereon except to the extent theretofore paid to the Company), the Trustee shall have
no responsibility in respect of such loss except that the Trustee shall notify the Company of the
amount of such loss and the Company shall promptly pay such amount to the Trustee to be credited as
part of the moneys originally invested.




Section 6.07 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.




          The Company covenants and agrees to pay to the Trustee from time to time, such compensation as
agreed to in writing by the Company and the Trustee and reasonable compensation for all other
services rendered by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of all express trust), and the Company covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable fees, expenses, disbursements and advances incurred or made by or on behalf of the
Trustee in accordance with any of the provisions of this Indenture and as agreed upon in the fee
agreement between the Trustee and the Company (including the reasonable compensation and the fees,
expenses and disbursements of its counsel and of all agents and other persons not regularly in its
employ); except any such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct. The Company also covenants and agrees to indemnify the Trustee and
its directors, officers, agents and employees and each predecessor Trustee (the
“Indemnitees”) for, and to hold them harmless against, any claim, loss, liability, damage,
tax, assessment or other governmental charge (other than taxes applicable to the Trustee’s
compensation hereunder) or expense incurred without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including enforcement of this Section
6.07 and also including any liability which the Indemnitees may incur as a result of failure to
withhold, pay or report any tax, assessment, fine, penalty, damages or other governmental charge,
and the costs, fees and expenses of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligations of the Company under this Section
6.07 to compensate and indemnify the Indemnitees and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for reasonable fees, expenses, disbursements and
advances shall constitute an additional obligation hereunder and shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee and each predecessor
Trustee.




47









 






          The Trustee shall have a lien prior to the Securities as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07,
except with respect to funds held in trust for the benefit of the Holders of particular Securities.




          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(e), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or other similar law.




Section 6.08 CONFLICTING INTERESTS.




          The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.




Section 6.09 TRUSTEE ELIGIBILITY.




          There shall at all times be a Trustee hereunder which shall be eligible to act as trustee
under Trust Indenture Act Section 310(a) and which shall have a combined capital and surplus of at
least $50,000,000, to the extent there is an institution eligible and willing to serve. If the
Trustee does not have a Corporate Trust Office in The City of New York, the Trustee may appoint an
agent in The City of New York reasonably acceptable to the Company to conduct any activities which
the Trustee may be required under this Indenture to conduct in The City of New York. If such
Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of
federal, state, territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 6.09, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 6.09, the Trustee shall resign immediately in the manner and
with the effect hereinafter specified in this Article VI.




Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.




          (a) No resignation or removal of the Trustee and no appointment of a successor trustee
pursuant to this Article VI shall become effective until the acceptance of appointment by
the successor trustee under Section 6.11.



          (b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by
giving written notice thereof to the Company no later than 30 Business Days prior to the proposed
date of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee by written instrument executed by authority of the Board of Directors of the
Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor
trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee,
at the expense of the Company,




48









 






or any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated, may petition any
court of competent jurisdiction for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor
trustee.




          (c) The Trustee may be removed with respect to any particular series of Securities at any time
for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the
Company.




          (d) If at any time:





     (1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section
310(b) after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months,




     (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or




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


then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to
Section 5.14, the Holder of any Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor trustee and shall comply with the applicable requirements of
Section 6.11. If, within 60 days after such resignation, removal or incapability, or the
occurrence of such vacancy, the Company has not appointed a successor Trustee with respect to
Securities of a series, a successor trustee shall be appointed by the Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee. If no successor trustee
shall have been so appointed by the Company or the Holders of the Securities and accepted
appointment in the manner provided herein, the Trustee, at the expense of the Company, or the
Holder of any Security who has been a bona fide Holder of a Security of such series for at least
six months may, subject to Section 5.14, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor trustee
with respect to Securities of a series.




49









 






          (f) The Company shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor trustee by mailing written notice of such event by first-class mail,
postage prepaid, to the Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the address of its
Corporate Trust Office or agent hereunder.




Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.




          Every successor trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee as if originally named as Trustee hereunder; but,
nevertheless, on the written request of the Company or the successor trustee, upon payment of its
charges pursuant to Section 6.07 then unpaid, such retiring Trustee shall pay over to the
successor trustee all moneys, Temporary Cash Investments and other property relating thereto at the
time held by it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request of any such
successor trustee, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.




          No successor trustee with respect to the Securities shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor trustee shall be
eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and this
Article VI and shall have a combined capital and surplus of at least $50,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 6.09.




          In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustee co-trustees of the
same trust and that such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by an other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided




50









 






therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.




          Upon acceptance of appointment by any successor trustee as provided in this Section
6.11, the Company shall give notice thereof to the Holders of the Securities, by mailing such
notice to such Holders at their addresses as they shall appear on the Security Register. If the
acceptance of appointment is substantially contemporaneous with the appointment, then the notice
called for by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to give such notice within 10 days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be given at the expense
of the Company.




Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.




          Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, provided that such corporation shall be eligible under
Trust Indenture Act Section 310(a) and this Article VI and shall have a combined capital
and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in
accordance with Section 6.09, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.




          In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor trustee; and in all such cases
such certificate shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt
the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or consolidation.




Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.




          If and when the Trustee shall be or become a creditor of the Company (or other obligor under
the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other




51









 





obligor). A Trustee who
has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated therein, as qualified by Trust Indenture Act Section 311(b).




Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT.




          At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by
an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be reasonably acceptable
to the Company and, except as may otherwise be provided pursuant to Section 3.01, shall at
all times be a bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 6.14, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 6.14, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section 6.14.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating agent, provided such
corporation shall be otherwise eligible under this Section 6.14, without the execution
or filing of any paper or further act on the part of the Trustee or the Authenticating Agent.




          An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any
series of Securities may at any time terminate the agency of an Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case of any time such Authenticating
Agent shall cease to be eligible in



52









 






accordance with the provisions of this Section 6.14,
the Trustee for such series may appoint a successor Authenticating agent which shall be acceptable
to the Company and shall give notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve in the manner set forth in Section
1.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this Section 6.14.




          The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services under this
Section 6.14.




          If an appointment with respect to one or more series is made pursuant to this Section
6.14, the Securities of such series may have endorsed thereon, in addition to or in lieu of the
Trustee’s certificate of authentication, an alternate certificate of authentication substantially
in the following form:




               This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	 	 
	 	BY:	 	
 	 
	 	 	 	AS AUTHENTICATING AGENT 	 
	 	 	 
	 
	 	BY:	 	
 	 
	 	 	 	AUTHORIZED SIGNATORY	 



Section 6.15 CONFLICTING INTERESTS.




          (a) The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.




          (b) The indenture dated as of August 15, 2001, for the Company’s 6.75% Senior Notes due 2011
and the Company’s 6.086% Notes due 2035 between the Company and The Bank of New York Mellon (f/k/a
The Bank of New York) shall be deemed to be specifically described herein for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.



Section 6.16 APPOINTMENT OF CO-TRUSTEE.




          (a) For the purpose of meeting any legal requirements of any jurisdiction in which the Company
may at the time be located in connection with the enforcement of any right or the taking of any
action on behalf of the Holders of any Securities issued hereunder, the Trustee shall have the
power and may execute and deliver all instruments necessary to appoint one or more Persons to act
as a co-trustee or co-trustees, or separate trustee or separate trustees, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or desirable. Each co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a trustee under
Section 6.09. The Trustee shall



53









 






promptly notify the Holders and the Company of the
appointment of a co-trustee or separate trustee under this Section 6.16.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




     (1) all rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction of the
Trustee;




     (2) no trustee hereunder shall be personally liable by reason of any act or omission of
any other trustee hereunder;




     (3) the Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee;




     (4) any notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustees, as
effectively as if given to each of them. Every instrument appointing any separate trustee
or co-trustee shall refer to this Indenture and the conditions of this Article VI.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment, either
jointly with the trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection or rights
(including the rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee. Every such instrument shall be filed with the Trustee; and



     (5) any separate trustee or co-trustee may at any time constitute the Trustee its agent
or attorney-in-fact with full power and authority, to the extent not prohibited by law, to
do any lawful act under or in respect of this Indenture on its behalf and in its name for
the purposes of enforcing any rights or taking any other action on behalf of the Holders of
any Securities issued hereunder.




54









 






ARTICLE VII




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.




          The Company will furnish or cause to be furnished to the Trustee:




          (a) semiannually, not more than 10 days after each Regular Record Date, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular
Record Date; and




          (b) at such other times as the Trustee may reasonably request in writing, within 30 days after
receipt by the Company of any such request, a list of similar form and content to that in
Subsection (a) hereof as of a date not more than 15 days prior to the time such list is
furnished;



provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished.




Section 7.02 DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.




          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities, and the Trustee shall comply with
Trust Indenture Act Section 312(b). The Company, the Trustee, the Security Registrar and any other
Person shall have the protection of Trust Indenture Act Section 312(c).




          Further, every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee or any agent of either of them
shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders in accordance with Trust Indenture Act Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Trust Indenture Act Section 312.




Section 7.03 REPORTS BY TRUSTEE.




          (a) Within 60 days after May 1 of each year commencing with the first May 1 after the issuance
of Securities, the Trustee, if so required under the Trust Indenture Act, shall transmit by mail to
all Holders, in the manner and to the extent provided in Trust
Indenture Act Section 313(c), a brief report dated as of such May 1 in accordance with and
with respect to the matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in Trust Indenture Act
Section 313(c), a brief report in accordance with and with respect to the matters required by Trust
Indenture Act Section 313(b)(2).



55









 






          (b) A copy of each report transmitted to Holders pursuant to this Section 7.03 shall,
at the time of such transmission, be mailed to the Company and filed with each stock exchange, if
any, upon which the Securities are listed and also with the Commission. The Company will notify
the Trustee promptly if the Securities are listed on any stock exchange or delisted therefrom.




Section 7.04 REPORTS BY COMPANY.




          The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.




          The Trustee shall be under no obligation to analyze or make any credit decision with respect
to any financial statements or reports received by it hereunder, but shall hold such financial
statements or reports solely for the benefit of and/or review by the holders of the Securities.




          Delivery of such reports, information and documents to the Trustee hereunder and under
Section 10.07 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).




Section 7.05 STATEMENT AS TO COMPLIANCE.




          The Company will deliver to the Trustee within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate stating whether or not to the
best knowledge of the signers thereof the Company is in compliance (without regard to periods of
grace or notice requirements) with all conditions and covenants under this Indenture, and if the
Company shall not be in compliance, specifying such non-compliance and the nature and status
thereof of which such signers may have knowledge.




Section 7.06 STATEMENT BY OFFICERS AS TO DEFAULT.




          The Company shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with notice or the lapse of time or both, would constitute an
Event of Default, an Officers’ Certificate setting forth the details of such Event of Default
or Default and the action which the Company proposes to take with respect thereto.



56









 






Section 7.07 CALCULATION OF ORIGINAL ISSUE DISCOUNT.




          If Securities of a series are issued with original issue discount, upon request of the
Trustee, the Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods), if any, accrued on Outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.




Section 7.08 ADDITIONAL INTEREST NOTICE.




          In the event that the Company is required to pay additional interest to holders of Securities
of any series pursuant to a registration rights agreement, the Company will provide written notice
(an “Additional Interest Notice”) to the Trustee of its obligation to pay additional
interest no later than fifteen days prior to the proposed payment date for the additional interest,
and the Additional Interest Notice shall set forth the amount of additional interest to be paid by
the Company on such payment date. The Trustee shall not at any time be under any duty or
responsibility to any Holder of Securities to determine the additional interest, or with respect to
the nature, extent, or calculation of the amount of additional interest owed, or with respect to
the method employed in such calculation of the additional interest.




ARTICLE VIII




CONSOLIDATION, MERGER, SALE OF ASSETS




Section 8.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.




          The Company will not, in a single transaction or through a series of related transactions,
consolidate, amalgamate, combine or merge with or into any other Person or, directly or indirectly,
sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any Person or group of Persons, or permit any of its Restricted
Subsidiaries to enter into any such transaction or series of transactions, if such transaction or
series of transactions, in the aggregate, would result in a sale, assignment, conveyance, lease,
transfer or disposition of all or substantially all of the properties and assets of the Company and
its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons, unless
at the time and after giving effect thereto:




          (a) either (1) the Company will be the continuing corporation in the case of a merger,
combination or consolidation or (2) the Person (if other than the Company) formed by such
consolidation or the resulting, surviving or transferee Person, if other than the Company (the
“Successor Company”), will be a corporation duly organized and validly existing under the
laws of the United States of America, any state thereof or the District of Columbia and such Person
expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee,
all the obligations of the Company under the Securities and this Indenture, including the payment
of all amounts due on the Securities and
the performance of the covenants under this Indenture and any supplemental indenture



57









 






related
to such Securities and in each case, the Securities and the Indenture will remain in full force and
effect as so supplemented;




          (b) immediately after giving effect to such transaction or series of transactions on a pro
forma basis, including, without limitation, any Indebtedness Incurred or anticipated to be Incurred
in connection with or in respect of such transaction or series of transactions, no Default or Event
of Default will have occurred and be continuing and the Company will have delivered to the Trustee
an Officers’ Certificate to that effect; and




          (c) at the time of the transaction the Company or the Successor Company will have delivered,
or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such
transaction or series of transactions, and, if a supplemental indenture is required in connection
with such transaction or series of transactions to effectuate such assumption, such supplemental
indenture in respect thereof, comply with this covenant and that all conditions precedent in the
Indenture relating to such transaction have been satisfied.




          If under the aforementioned circumstances, the Company’s properties or assets become subject
to a Lien not permitted by the Indenture, the Company will equally and ratably secure the
Securities.




          Notwithstanding the foregoing, any Restricted Subsidiary may consolidate, amalgamate or
combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease,
transfer or otherwise dispose of all or substantially all of its properties and assets to the
Company or, subject to the condition set forth in Subsection (b) in the preceding sentence,
to any other Restricted Subsidiary or any other Subsidiary that would, upon completion of such
transactions, be a Restricted Subsidiary.




Section 8.02 SUCCESSOR SUBSTITUTED.




          Upon any consolidation, amalgamation, combination or merger, or any sale, assignment,
conveyance, lease, transfer or other disposition of all or substantially all of the properties and
assets of the Company, if any, in accordance with Section 8.01, the successor Person formed
by such consolidation or amalgamation or into which the Company is merged or the successor Person
to which such sale, assignment, conveyance, lease, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture and the Securities with the same effect as if such successor had been named as the
Company herein, in the Securities and the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities; provided that in the case of a transfer by lease,
the predecessor shall not be released from the payment of principal and interest on the Securities.




58









 








ARTICLE IX




SUPPLEMENTAL INDENTURES




Section 9.01 SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF HOLDERS.




          Without the consent of any Holders, the Company and any other obligor under the Securities
when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other instruments with
respect to the Indenture or any series of the Securities, in form satisfactory to the Trustee, for
any of the following purposes:




          (a) to evidence the succession of another Person to the Company pursuant to the provisions of
Article VIII and the assumption by such successor of the covenants, agreements and
obligations of the Company in the Indenture and in the Securities;




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




          (c) to surrender any right or power conferred upon the Company by the Indenture, to add to the
covenants of the Company such further covenants, restrictions, conditions or provisions for the
protection of the Holders as the Board of Directors of the Company shall consider to be for the
protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions, or provisions a Default or
an Event of Default under the Indenture (and if such Default or Events of Default are to be for the
benefit of less than all series of Securities, stating that such Defaults or Events of Default are
expressly being included solely for the benefit of such series) (provided, however, that with
respect to any such additional restriction, condition, or provision, such supplemental indenture
may provide for a period of grace after default, which may be shorter or longer than that allowed
in the case of other Defaults, may provide for an immediate enforcement upon such Default, may
limit the remedies available to the Trustee upon such Default, or may limit the right of Holders of
a majority in aggregate principal amount of any series of the Securities for which such additional
Events of Default apply to waive such Default);




          (d) to change or eliminate any of the provisions of this Indenture with respect to any series
of Securities; provided that any such change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision;




          (e) to secure the Securities pursuant to the requirements of such indenture supplement, if
applicable;




59









 








          (f) to establish the form or terms of Securities of any series as permitted by Sections
2.01 and 3.01, which is not yet issued;




          (g) to cure any ambiguity or to correct or supplement any provision contained in the
Indenture, in any supplemental indenture or in the Securities of any series that may be defective
or inconsistent with any other provision contained herein or therein, to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard
to matters or questions arising under the Indenture as shall not adversely affect the interests of
any Holders;




          (h) to modify or amend the Indenture in such a manner as to permit the qualification of the
Indenture or any supplemental indenture under the Trust Indenture Act as then in effect;




          (i) to comply with the provisions of Article VIII;




          (j) to add guarantees with respect to any series of the Securities of any series or to secure
any series of the Securities of any series;




          (k) to make any change that does not adversely affect the rights of any Holder;




          (l) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 4.02 or 4.03; provided that any such actions shall not
adversely affect the interests of Holders of Securities of such series or any other series
of Securities in any material respect; and




          (m) to evidence and provide for the acceptance of appointment by a successor or separate
Trustee with respect to the Securities of any series and to add to or change any of the provisions
of the Indenture as shall be necessary to provide for or facilitate the administration of the
Indenture by more than one Trustee.




Section 9.02 SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF HOLDERS.




          Except as permitted by Section 9.01 or as provided pursuant to Section 3.01,
with the consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of any series of Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company when authorized by Board Resolutions, and the Trustee may (i) enter
into an indenture or indentures supplemental hereto or agreements in form and substance reasonably
satisfactory to the Trustee, for the purpose of adding any provisions to, amending, modifying or
changing in any manner, or eliminating any of the provisions of the Indenture with respect to such
series, of any supplemental indenture with respect to such series or the Securities of such series
(including but not limited to, for the purpose of modifying in any manner the rights of the Holders
of such series under this Indenture with respect to such series or the Securities of such series)
or (ii) waive compliance with any provision in the Indenture with respect to such series or the
Securities



60









 






of such series (other than waivers of past defaults covered by Section 5.13 and
waivers of covenants covered by Section 10.08); provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of the Holder of each
Outstanding Security of such series affected thereby:




          (a) reduce the percentage in aggregate principal amount of the Outstanding Securities of such
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults;




          (b) reduce the rate of or extend the time for payment of interest on the Securities of such
series or reduce the amount of any payment of interest on the Securities of such series;




          (c) reduce the principal of or change the Stated Maturity of the Securities of such series;




          (d) reduce the premium payable upon the redemption of the Securities of such series or change
the time at which the Securities of such series may or shall be redeemed;




          (e) impair the right to institute suit for enforcement of any payment of principal, premium,
if any, or interest on the Securities of such series after the Stated Maturity thereof (or in the
case of redemption, on or after the Redemption Date);




          (f) make the Securities of such series payable in a currency other than U.S. dollars;




          (g) change the place where any Security or any premium or interest or any other amount is
payable;




          (h) modify any of the provisions of this Section 9.02 or Section 5.13 or
10.08, except to increase the percentage of such Outstanding Securities of such series
required for such actions or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each such Security of such series affected
thereby;




          (i) amend or modify any of the provisions of this Indenture in any manner which subordinates
the Securities of such series issued in right of payment to any other Indebtedness of the Company;




          (j) release any security that may have been granted with respect to the Securities of such
series; or




          (k) make any change in the provisions of the Indenture relating to waivers of defaults or
amendments that require unanimous consent.




61









 








          Upon the written request of the Company, accompanied by a copy of Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture.




          It shall not be necessary for any Act of Holders under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.




          A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of Holders with respect to such covenant or other
provisions, shall be deemed not to affect the rights under this Indenture of the Holders of any
other series.




Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.




          In executing, or accepting the additional trusts created by, any supplemental indenture,
agreement, instrument or waiver permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to
Trust Indenture Act Sections 315(a) through 315(d) and Section 6.01 hereof) shall be fully
protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the
execution of such supplemental indenture, agreement or instrument (a) is authorized or permitted by
this Indenture and (b) to the knowledge of the officer executing the Officers’ Certificate and to
the knowledge of the legal counsel delivering the Opinion of Counsel, as the case may be, does not
violate the provisions of any agreement or instrument evidencing any other Indebtedness of the
Company or any Restricted Subsidiary. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture, agreement or instrument which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.




Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.




          Upon the execution of any supplemental indenture under this Article IX, 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 of the series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.




Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT.




          Every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.




62









 








Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.




          Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.




Section 9.07 NOTICE OF SUPPLEMENTAL INDENTURES.




          Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the
Holders of each Outstanding Security of any series affected, in the manner provided for in
Section 1.07, setting forth in general terms the substance of such supplemental indenture.
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 supplemental indenture.




ARTICLE X




COVENANTS




Section 10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.




          The Company shall duly and punctually pay the principal of, premium, if any, and interest on
each of the series of Securities in accordance with the terms of the applicable series of the
Securities and this Indenture. Unless otherwise specified pursuant to Section 3.01,
payments for any Securities may be made by check or wire transfer.




Section 10.02 MAINTENANCE OF OFFICE OR AGENCY.




          The Company shall maintain an office or agency where Securities may be presented or
surrendered for payment. The Company also will maintain in The City of New York an office or
agency where Securities may be surrendered for registration of transfer, redemption or exchange and
where notices and demands to or upon the Company in respect of the Securities and this Indenture
may be served. The office of the Trustee’s Affiliate located at 101 Barclay Street, Floor 8W, New
York, New York 10286, will be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such purposes. The Company
will give prompt written notice to the Trustee of the location and any change in the location of
any such offices or agencies. If at any time the Company shall fail to maintain any such required
offices or agencies or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the office of the Trustee
or its Affiliates and the Company hereby appoints the Trustee or its Affiliates such agent as its
agent to receive all such presentations, surrenders, notices and demands.




63









 








          The Company may from time to time designate one or more other offices or agencies (in or
outside of The City of New York) where the Securities may be presented or surrendered for any or
all such purposes, and may from time to time rescind such designation. The Company will give
prompt written notice to the Trustee of any such designation or rescission and any change in the
location of any such office or agency.




          The Trustee shall initially act as Paying Agent for the Securities.




Section 10.03 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.




          If the Company or any of its Affiliates shall at any time act as Paying Agent, it will, on or
before each due date of the principal of, premium, if any, or interest on any of the Securities,
segregate and hold in trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.




          If the Company or any of its Affiliates is not acting as Paying Agent, the Company will, on or
before 10:00 a.m. New York City time of each due date of the principal of, premium, if any, or
interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient
to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.




          If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.03, that such
Paying Agent will:




          (a) hold all sums held by it for the payment of the principal of, premium, if any, or interest
on the Securities in trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;




          (b) give the Trustee prompt notice of any Default by the Company (or any other obligor upon
the Securities) in the making of any payment of principal, premium, if any, or interest on the
Securities;




          (c) at any time during the continuance of any such Default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and




          (d) acknowledge, accept and agree to comply in all aspects with the provisions of this
Indenture relating to the duties, rights and liabilities of such Paying Agent.




          The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay or by Company Order direct any Paying Agent to pay, to
the Trustee all sums held in trust by the Company or such



64









 






Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further liability with respect to such
money.




          Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, or interest on any Security and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall promptly be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the NEW YORK TIMES and
THE WALL STREET JOURNAL (national edition), and mail to each such Holder, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, publication and mailing, any unclaimed balance of such money
then remaining will promptly be repaid to the Company.




Section 10.04 CORPORATE EXISTENCE.




          Subject to Article VIII, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect the corporate existence and related rights and
franchises (charter and statutory) of the Company and each Restricted Subsidiary; provided,
however, that the Company shall not be required to preserve any such right or franchise or the
corporate existence of any such Restricted Subsidiary or any trademark, trade name or service mark
of the Company or any Restricted Subsidiary if the Board of Directors of the Company shall
determine that the preservation thereof is no longer necessary or desirable in the conduct or the
business of the Company and its Restricted Subsidiaries taken as a whole and that the loss thereof
is not adverse in any material respect to the ability of the Company to perform its obligations
hereunder.




Section 10.05 RESTRICTIONS ON LIENS.




          (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to,
Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any
Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock,
Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the
Indenture or thereafter acquired, without in any such case effectively providing that all the
Securities will be directly secured equally and ratably with such Lien.




          (b) The foregoing restrictions will not apply to:




65









 









     (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property acquired after the date of the
Indenture (including acquisitions by way of merger or consolidation) by the Company or a
Restricted Subsidiary contemporaneously with such acquisition, or within 120 days
thereafter, to secure or provide for the payment or financing of any part of the purchase
price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property acquired after the date of the
Indenture existing at the time of such acquisition, or the acquisition of any shares of
stock, Indebtedness or other obligations of a Subsidiary or any Principal Property subject
to any Lien without the assumption thereof, provided that every such Lien referred to in
this Clause (1) shall attach only to the shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property so acquired and fixed improvements
thereon;




     (2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary
or any Principal Property existing at the date of the Indenture or, with respect to any
series of Securities, the date of the supplemental indenture which sets forth the terms of
any such series of Securities or the Board Resolution under which any such series of
Securities is created;




     (3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary
or any Principal Property in favor of the Company or any Restricted Subsidiary;




     (4) any Lien on Principal Property being constructed or improved securing loans to
finance such construction or improvements;




     (5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or
any Principal Property Incurred in connection with the issuance of tax exempt government
obligations;




     (6) any renewal of or substitution for any Lien permitted by any of the preceding
Clauses (1) through (5), provided, in the case of a Lien permitted under
Clause (1), (2) or (4), the debt secured is not increased nor the
Lien extended to any additional assets.



          (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or
assume Liens in addition to those permitted by Clauses (1) through (6), and renew,
extend or replace such Liens, provided that at the time of such creation, assumption, renewal,
extension or replacement of such Lien, and after giving effect thereto, together with any sale and
leaseback transactions permitted under Section 10.06(b) hereof, Exempted Debt does not
exceed 20% of Consolidated Net Tangible Assets.




          (d) For the purposes of this Section 10.05 and Section 10.06, the giving of a
guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a
Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property



66









 






to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to
involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or
secured by such Lien.




Section 10.06 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer,
directly or indirectly, except to the Company or a Restricted Subsidiary, any Principal Property as
an entirety, or any substantial portion thereof, with the intention of taking back a lease of such
property, except a lease for a period of two years or less at the end of which it is intended that
the use of such property by the lessee will be discontinued; provided that, notwithstanding the
foregoing, the Company or any Restricted Subsidiary may sell any such Principal Property and lease
it back for a longer period:





     (1) if the Company or such Restricted Subsidiary would be entitled, pursuant to
Section 10.05 hereof, to create a mortgage on the property to be leased securing
Funded Debt in an amount equal to the Attributable Debt with respect to such sale and
leaseback transaction without equally and ratably securing the outstanding Securities; or




     (2) if the Company promptly informs the Trustee of such transaction, the net proceeds
of such transaction are at least equal to the Fair Market Value (as determined by Board
Resolution) of such property, and the Company causes an amount equal to the net proceeds of
the sale to be applied to the retirement, within 180 days after receipt of such proceeds, of
Funded Debt Incurred or assumed by the Company or a Restricted Subsidiary (including the
Securities); provided further that, in lieu of applying all or any part of such net proceeds
to such retirement, the Company may, within 75 days after such sale or transfer, deliver or
cause to be delivered to the applicable trustee for cancellation either debentures or notes
evidencing Funded Debt of the Company (which may include the Outstanding Securities) or of a
Restricted Subsidiary previously authenticated and delivered by the applicable trustee, and
not theretofore tendered for sinking fund purposes or called for a sinking fund or otherwise
applied as a credit against an obligation to redeem or retire such notes or debentures. If
the Company so delivers debentures or notes to the applicable trustee and an Officers’
Certificate to the Trustee, the amount of cash that the Company will be required to apply to
the retirement of Funded Debt will be reduced by an amount equal to the aggregate of the
then applicable optional redemption prices (not including any optional sinking fund
redemption prices) of such debentures or notes, or if there are no such redemption prices,
the principal amount of such debentures or notes, provided, that in the case of debentures
or notes which provide for an amount less than the principal amount thereof to be due and
payable upon a declaration of the maturity thereof, such amount of cash shall be reduced by
the amount of principal of such debentures or notes that would be due and payable as of the
date of such application upon a declaration of acceleration of the maturity thereof pursuant
to the terms of the indenture pursuant to which such debentures or notes were issued; or




67











 






     (3) if the Company, within 180 days after the sale or transfer, applies or causes a
Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such
sale or transfer or the Fair Market Value of the Principal Property (or portion thereof) so
sold and leased back at the time of entering into such sale and leaseback transaction (in
either case as determined by Board Resolution of the Company) to purchase other Principal
Property having a Fair Market Value at least equal to the Fair Market Value of the Principal
Property (or portion thereof) sold or transferred in such sale and leaseback transaction.



          (b) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may enter into
sale and leaseback transactions in addition to those permitted in Subsection (a) and
without any obligation to retire any outstanding notes or other Funded Debt, provided that at the
time of entering into such sale and leaseback transactions and after giving effect thereto,
together with any Liens permitted under Section 10.05(c) hereof, Exempted Debt does not
exceed 20% of Consolidated Net Tangible Assets.




Section 10.07 PROVISIONS OF FINANCIAL STATEMENTS.




          Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the
Company will, to the extent permitted under the Exchange Act, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have been required to file
with the Commission pursuant to Sections 13(a) or 15(d) if the Company was so subject, such
documents to be filed with the Commission on or prior to the date (the “Required Filing
Date”) by which the Company would have been required so to file such documents if the Company
was so subject. The Company will also in any event (x) within 15 days of each Required Filing Date
(i) transmit by mail to all Holders, as their names and addresses appear in the security register,
without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company were subject to either of
such Sections and (y) if filing such documents by the Company with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the reasonable cost of
duplication and delivery, supply copies of such documents to any prospective Holder at the
Company’s cost.




Section 10.08 WAIVER OF CERTAIN COVENANTS.




          Except as specified pursuant to Section 3.01 for Securities of any series, the Company
may omit with respect to any series of Securities in any particular instance to comply with any
covenant or condition set forth in Sections 10.05, 10.06 and 10.07 and any
other covenants specified pursuant to Section 3.01 if, before or after the time for such
compliance, the Holders of not less than a majority in aggregate principal amount of the Securities
at the time Outstanding of such series shall, by Act of such Holders, waive such compliance with
respect to such series in such instance with such covenant or provision, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the


68









 







Company and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.




ARTICLE XI




REDEMPTION OF SECURITIES




Section 11.01 RIGHTS OF REDEMPTION.




          Except as otherwise specified as contemplated by Section 3.01 for Securities of any
series, each series of Securities will be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of the applicable series of Securities to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest on the applicable
series of Securities discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus an amount of basis
points specified in the supplemental indenture creating such series, plus accrued interest to but
excluding the Redemption Date.




Section 11.02 APPLICABILITY OF ARTICLE.




          Redemption of Securities at the election of the Company or otherwise, as permitted or required
by any provision of this Indenture, shall be made in accordance with such provision and this
Article XI except as otherwise specified as contemplated by Section 3.01 for
Securities of any series.




Section 11.03 ELECTION TO REDEEM; NOTICE TO TRUSTEE.




          The election of the Company to redeem any Securities shall be evidenced by a Company Order and
an Officers’ Certificate. In case of any redemption at the election of the Company, the Company
shall, not less than 45 days prior to the Redemption Date fixed by the Company (unless a shorter
notice period shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of the applicable series of Securities to be redeemed
except as otherwise specified as contemplated by Section 3.01 for Securities of any series.




Section 11.04 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.




          If less than all of the applicable series of Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 60 nor less than 30
days prior to the Redemption Date. The Trustee shall select the Securities or portions thereof for
redemption from the Outstanding Securities of such series not previously called by such method as
the Trustee shall deem fair and appropriate. The amounts to be redeemed shall be equal to $2,000
or any integral multiples of $1,000 in excess thereof, unless provided otherwise in any
supplemental indenture with respect to any particular series of Securities.




69









 








          The Trustee shall promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to redemption of Securities shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is
to be redeemed.




Section 11.05 NOTICE OF REDEMPTION.




          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 days nor more than 60 days prior to the Redemption Date unless a shorter period is specified by
the terms of such series established pursuant to Section 3.01, to each Holder of Securities
to be redeemed, at its address appearing in the Security Register.




          All notices of redemption shall state:




          (a) the Redemption Date;




          (b) the Redemption Price;




          (c) if less than all Outstanding Securities of a series are to be redeemed, the identification
of the particular Securities to be redeemed;




          (d) in the case of a Security to be redeemed in part, the principal amount of such Security to
be redeemed and that after the Redemption Date upon surrender of such Security, new Security or
Securities in the aggregate principal amount equal to the unredeemed portion thereof will be
issued;




          (e) that Securities called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price;




          (f) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Security or portion thereof to be redeemed, and that (unless the Company shall default in
payment of the Redemption Price) interest thereon shall cease to accrue on and after said date;




          (g) the names and addresses of the Paying Agent and the offices or agencies referred to in
Section 10.02 where such Securities are to be surrendered for payment of the Redemption
Price;




          (h) the CUSIP number, if any, relating to such Securities; and




          (i) the procedures that a Holder must follow to surrender the Securities to be redeemed.




70









 








          Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request delivered at least 15 days prior to the
date such notice is to be given (unless a shorter period shall be reasonably acceptable to the
Trustee), by the Trustee in the name and at the expense of the Company. If the Company elects to
give notice of redemption, it shall provide the Trustee with a certificate stating that such notice
has been given in compliance with the requirements of this Section 11.05.




          The notice if mailed in the manner herein provided shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption of any other
Security.




Section 11.06 DEPOSIT OF REDEMPTION PRICE.




          On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company or any of its Affiliates is
acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount
of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date or Special Payment Date) accrued interest on, all the
applicable series of Securities or portions thereof which are to be redeemed on that date. The
Paying Agent shall promptly mail or deliver to Holders of Securities so redeemed payment in an
amount equal to the Redemption Price of the Securities purchased from each such Holder. Subject to
Section 6.01(f), all money, if any, earned on funds held in trust by the Trustee or any
Paying Agent shall be remitted to the Company.




Section 11.07 SECURITIES PAYABLE ON REDEMPTION DATE.




          Notice of redemption having been given as aforesaid, the Securities of any series so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities of such series (except as otherwise
specified pursuant to Section 3.01) shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such on the relevant Regular Record Dates and Special Record Dates according to the
terms and the provisions of Section 3.08.




          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption
Date at the rate borne by such Security.




71









 








Section 11.08 SECURITIES REDEEMED OR PURCHASED IN PART.




          Any Security which is to be redeemed or purchased only in part shall be surrendered to the
Paying Agent at the office or agency maintained for such purpose pursuant to Section 10.02
(with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the Security Registrar or the
Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing), and 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 any
authorized denomination as requested by such Holder in aggregate principal amount equal to, and in
exchange for, the unredeemed portion of the principal of the Security so surrendered that is not
redeemed or purchased.




ARTICLE XII




SATISFACTION AND DISCHARGE




Section 12.01 SATISFACTION AND DISCHARGE OF INDENTURE.




          Unless otherwise specified pursuant to Section 3.01, this Indenture shall, upon
Company Request, be discharged and shall cease to be of further effect (except as to surviving
rights of registration of transfer or exchange of Securities as expressly provided for herein) as
to all Outstanding Securities of any series hereunder specified in such Company Request, and the
Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:




          (a) either:





     (1) all the Securities of such series theretofore authenticated and delivered (other
than (i) lost, stolen or destroyed Securities of such series which have been replaced or
paid as provided in Section 3.07 or (ii) all Securities of such series for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust as provided in
Section 10.03) have been delivered to the Trustee for cancellation; or




     (2) all such Securities of such series not theretofore delivered to the Trustee for
cancellation (i) have become due and payable or, (ii) will become due and payable at their
Stated Maturity within one year; and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount in United States dollars
sufficient (in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee) to pay and discharge
(without consideration of any reinvestment and after payment of all taxes or other charges
and assessments in respect thereof payable by the Trustee) the entire Indebtedness on the
Securities of such series not



72









 






theretofore delivered to the Trustee for cancellation, including the principal of,
premium, if any, and accrued interest on, the Securities of such series at such Maturity,
Stated Maturity or Redemption Date;



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




          (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all
conditions precedent herein relating to the satisfaction and discharge hereof have been complied
with, (ii) no Default with respect to the Securities of such series has occurred and is continuing
on the date of such deposit and (iii) such deposit does not result in a breach or violation of, or
constitute a Default under, the Indenture or any other agreement or instrument to which the Company
is a party.




          Notwithstanding the satisfaction and discharge hereof, the obligations of the Company to the
Trustee under Section 6.07 and, if United States dollars shall have been deposited with the
Trustee pursuant to Clause (2) of Subsection (a) of this Section 12.01, the
obligations of the Trustee under Section 12.02 and the last paragraph of Section
10.03 shall survive.




Section 12.02 APPLICATION OF TRUST MONEY.




          Subject to the provisions of the last paragraph Section 10.03, all United States
dollars deposited with the Trustee pursuant to Section 12.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United States dollars have
been deposited with the Trustee




ARTICLE XIII




GUARANTEES




Section 13.01 GUARANTEE.




          As and to the extent set forth in a supplemental indenture established as contemplated by
Section 3.01 with respect to any series of Securities, one or more persons (each, a
“Guarantor”) may guarantee (each, a “Guarantee”) that series of Securities on the
terms and subject to the conditions set forth in this Article XIII. With respect to the
applicable series of Securities, each Guarantee is joint and several with all other Guarantees of
such series and is an unconditional guarantee for the benefit of each Holder of such a Security
that has been authenticated and delivered by the Trustee, and for the benefit of the Trustee on
behalf of each such Holder, in accordance with the terms and conditions of this Article
XIII, of the due and punctual payment of the principal of, premium, if any, and interest on
such Security when and as the same shall become due and payable, whether at its Stated Maturity or
following acceleration, call for redemption, purchase or otherwise, in each case in accordance with
the terms and


73









 








conditions of such Security and this Indenture. In case of the failure of the Company punctually to
make any such payment on any such Security, each Guarantor of such Security jointly and severally
agrees to cause such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or
otherwise, and as if such payment were made by the Company. Each Guarantee shall be a guaranty of
payment, not of collection. Except as expressly provided in this Indenture or any supplemental
indenture to this Indenture to which a Guarantor is a party or any Security, the applicable
Guarantor further agrees that the obligations guaranteed pursuant to the applicable Guarantee may
be amended, supplemented, modified, restated, extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its Guarantee
notwithstanding any such amendment, supplement, modification, extension or renewal of any such
obligation.




Section 13.02 RELEASE OF GUARANTORS.




          (a) Concurrently with the satisfaction and discharge of the Indenture under Section
12.01, the Guarantors shall be released from all of their obligations under this Indenture and
any Guarantee, and from their obligations, if any, endorsed on any of the Securities.




          (b) Concurrently with the defeasance of any series of Securities under Section 4.02 of
the Indenture or the covenant defeasance of the Securities under Section 4.03 of the
Indenture, the Guarantors shall be released from all of their obligations under this Indenture and
any Guarantee, and from their obligations, if any, endorsed on any of the Securities.




          (c) Upon the consummation of any transaction (whether involving a sale or other disposition of
securities, a merger or otherwise) whereby any Guarantor ceases to be a Subsidiary of the Company,
such Guarantor shall automatically without further action on the part of the Trustee or any Holder
of the Securities, be released from all obligations under this Indenture and any Guarantee, and
from its obligations, if any, endorsed on any of the Securities.




          (d) Concurrently with the termination of any Guarantor’s obligations under its guarantees
provided with respect to the Republic Credit Facility (including, but not limited to the Republic
Credit Facility Guarantee), or upon the release of any Guarantor from its obligations under the
Republic Credit Facility Guarantee, such Guarantor shall automatically, without further action on
the part of the Trustee or any Holder of Securities, be released from all of its obligations under
this Indenture and any Guarantee, and from its obligations, if any, endorsed on any of the
Securities.




* * *




74









 








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




	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	By:  	/s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Senior Vice President — Treasury & Risk and Treasurer 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Geraldine Creswell
 	 
	 	 	Name:  	Geraldine Creswell 	 
	 	 	Title:  	Senior Associate 	 



 









 






	 	 	 	 	 



EXHIBIT A




[Legend if Security is a Global Security]



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 OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 3.06 OF THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




A-1









 








REPUBLIC SERVICES, INC.




               % NOTE DUE                 



CUSIP NO.                       




$                                        




No.:                    




          Republic Services, Inc., a Delaware corporation (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
                                                            
($                                        ) United States dollars on                                         , at the
office or agency of the Company referred to below, and to pay interest thereon from
                                        , or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on                                          and in each year, commencing                      at
the rate of ___% per annum, in United States dollars, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.




          The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Regular Record Date for such interest, which shall be
the                                          or                                         
                     (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided
for, and interest on such defaulted interest at the interest rate borne by the Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and
may either be paid to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice thereof shall be given to Holders of Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in this Indenture.




          Payment of the principal of, premium, if any, and interest on, this Security, and exchange or
transfer of this Security, will be made at the office or agency of the Company in The City of New
York maintained for such purpose (which initially will be a corporate trust office of the Trustee’s
Affiliate located at 101 Barclay Street, Floor 8W, New York, NY 10286), or at such other office or
agency as may be maintained for such purpose, 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;
provided, however, that payment of interest


A-2









 







may be made at the option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been duly executed by the Trustee referred
to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by
manual signature of an authorized signer, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the manual
or facsimile signature of its authorized officers.




	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	BY:  	 	 
	 	 	NAME: 	 
	 	 	TITLE: 	 



A-3









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the _____% Notes due                                          referred to in the within-mentioned
Indenture (as such Indenture may be supplemented or amended).




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

 	 
	 	BY:  	 	 
	 	 	AUTHORIZED SIGNATORY 	 
	 	 	 	 
	 



Dated:                                         , _____




A-4









 








[FORM OF REVERSE SIDE OF SECURITY]*




REPUBLIC SERVICES, INC.




_____% Note due




          This Security is one of a duly authorized issue of Securities of the Company designated as its
_____% Notes due _____ (herein called the “Securities”), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount to $__________, issued
under and subject to the terms of an indenture (herein called the “Indenture”) dated as of
September 8, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.




          The Securities may be redeemed at any time, at the option of the Company, in whole or in part,
at any time and from time to time, upon not less than 30 and not more than 60 days’ notice to the
Holders thereof as provided in the Indenture, at a Redemption Price equal to the greater of (1)
100% of the principal amount of the Securities to be redeemed and (2) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate, plus ___ basis points, plus, in each case, accrued interest to but
excluding the Redemption Date (subject to the right of holders of record of such Securities on
relevant record dates to receive interest due on an interest payment date), if any.




          If less than all of the Securities are to be redeemed, the Trustee shall select, not more than
60 nor less than 30 days before the Redemption Date, the Securities or portions thereof to be
redeemed on a pro rata basis, by lot or by any other method the Trustee shall deem fair and
appropriate.




          In the case of any redemption of Securities in accordance with the Indenture, interest
installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or portions thereof) for
whose redemption and payment provision is made in accordance with the Indenture shall cease to bear
interest from and after the Redemption Date.




          In the event of redemption or repurchase of this Security in accordance with the Indenture in
part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.






 




			
	*	 	Any other provisions not contained in this form of
Security which is contained in a supplemental indenture may be included or
described in this Security and other terms which are amended by the
supplemental indenture shall be set forth in this Security as so amended.




A-5









 










          If an Event of Default shall occur and be continuing, the principal amount of all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.




          The Indenture contains provisions for defeasance at any time of (a) the entire Indebtedness on
the Securities and (b) certain covenants and Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.




          The Indenture permits, with certain exceptions (including certain amendments permitted without
the consent of any Holders and certain amendments which required the consent of all of the Holders)
as therein provided, the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders under the Indenture and the Securities at any time by the
Company and the Trustee with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities of any series at the time Outstanding. The Indenture also
contains provisions permitting the Holders of at least a majority in aggregate principal amount of
the Securities of any series (100% of the Holders of such series in certain circumstances) at the
time Outstanding, on behalf of the Holders of all the Securities of such affected series, to waive
compliance by the Company with certain provisions of the Indenture and the Securities of such
series and certain past Defaults and Events of Default under the Indenture and the Securities of
such series and their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company or any other obligor on the Securities (in the
event such other obligor is obligated to make payments in respect of the Securities), which is
absolute and unconditional, to pay the principal of, and premium, if any, and interest on, this
Security at the times, place, and rate, and in the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          The Securities in certificated form are issuable only in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable
for a like aggregate principal amount of Securities of a differing authorized denomination, as
requested by the Holder surrendering the same.




A-6









 








          Except as indicated in the Indenture, no service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.




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




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE TO CONFLICT OF LAWS PRINCIPLES THEREOF.




          All terms used in this Security which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.





A-7