Exhibit
4.1


 


EXECUTION COPY


 




 





SEALED AIR CORPORATION


 


As Issuer


 


to


 


U.S. BANK NATIONAL ASSOCIATION


 


As Trustee


 






 


Indenture


 


Dated as of June 18,
2009


 






 


77/8%  SENIOR NOTES DUE 2017




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Parties

  	
  1

  
	
  Recitals

  	
  1

  



 


ARTICLE ONE




Definitions and Other
Provisions 

of General Application


 


	
  SECTION 101.   

  	
  Definitions

  	
  1

  
	
  Accounts
  Receivable

  	
  2

  
	
  Act

  	
  2

  
	
  Additional
  Securities

  	
  2

  
	
  Affiliate

  	
  2

  
	
  Agent
  Member

  	
  2

  
	
  Applicable
  Procedures

  	
  2

  
	
  Authenticating
  Agent

  	
  2

  
	
  Beneficial
  Owner

  	
  2

  
	
  Board
  of Directors

  	
  3

  
	
  Board
  Resolution

  	
  3

  
	
  Business
  Day

  	
  3

  
	
  Capital
  Lease

  	
  3

  
	
  Capital
  Stock

  	
  3

  
	
  Change
  of Control

  	
  3

  
	
  Change
  of Control Offer

  	
  4

  
	
  Change
  of Control Payment

  	
  4

  
	
  Change
  of Control Payment Date

  	
  4

  
	
  Clearstream

  	
  4

  
	
  Commission

  	
  4

  
	
  Company

  	
  4

  
	
  Company
  Order

  	
  4

  
	
  Company
  Request

  	
  4

  
	
  Comparable
  Treasury Issue

  	
  4

  
	
  Comparable
  Treasury Price

  	
  5

  
	
  Consolidated
  Assets

  	
  5

  
	
  Consolidated
  Net Tangible Assets

  	
  5

  
	
  Continuing
  Directors

  	
  5

  
	
  Corporate
  Trust Office

  	
  5

  
	
  Corporation

  	
  5

  
	
  Credit Agreements

  	
  5

  
	
  Defaulted Interest

  	
  5

  



 






NOTE:  This table of contents shall not, for any
reason, be deemed to be a part of this Indenture.


 


i

















 


	
  Depositary

  	
  6

  
	
  Disqualified
  Stock

  	
  6

  
	
  Domestic
  Subsidiary

  	
  6

  
	
  DTC

  	
  6

  
	
  Equity
  Offering

  	
  6

  
	
  Euroclear

  	
  6

  
	
  Event
  of Default

  	
  6

  
	
  Exchange
  Act

  	
  6

  
	
  Expiration
  Date

  	
  6

  
	
  Foreign
  Subsidiary

  	
  6

  
	
  Funded
  Debt

  	
  6

  
	
  Global
  Security

  	
  6

  
	
  Holder

  	
  7

  
	
  Indebtedness

  	
  7

  
	
  Indenture

  	
  7

  
	
  Independent
  Investment Banker

  	
  7

  
	
  Initial
  Purchasers

  	
  7

  
	
  Initial
  Regulation S Securities

  	
  7

  
	
  Interest
  Payment Date

  	
  7

  
	
  Issue
  Date

  	
  7

  
	
  Lien

  	
  7

  
	
  Material
  Subsidiary

  	
  7

  
	
  Maturity

  	
  8

  
	
  Non-Global
  Security

  	
  8

  
	
  Notice
  of Default

  	
  8

  
	
  Officers’
  Certificate

  	
  8

  
	
  Opinion
  of Counsel

  	
  8

  
	
  Original
  Securities

  	
  8

  
	
  Outstanding

  	
  8

  
	
  Paying
  Agent

  	
  9

  
	
  Permitted
  Encumbrances

  	
  9

  
	
  Permitted
  Receivables Financing

  	
  9

  
	
  Person

  	
  9

  
	
  Predecessor
  Security

  	
  9

  
	
  Principal
  Property

  	
  10

  
	
  Purchase
  Agreement

  	
  10

  
	
  Redemption
  Date

  	
  10

  
	
  Reference
  Treasury Dealer

  	
  10

  
	
  Reference
  Treasury Dealer Quotations

  	
  10

  
	
  Regular
  Record Date

  	
  10

  
	
  Regulation S

  	
  10

  
	
  Regulation
  S Certificate

  	
  10

  
	
  Regulation
  S Global Security

  	
  10

  
	
  Regulation
  S Legend

  	
  11

  
	
  Regulation S Securities

  	
  11

  
	
  Resale Restriction
  Termination Date

  	
  11

  



 


ii

















 


	
  Restricted
  Global Security

  	
  11

  
	
  Restricted
  Period

  	
  11

  
	
  Restricted
  Securities

  	
  11

  
	
  Restricted
  Securities Certificate

  	
  11

  
	
  Restricted
  Securities Legend

  	
  11

  
	
  Restricted
  Subsidiary

  	
  11

  
	
  Rule 144

  	
  11

  
	
  Rule 144A

  	
  11

  
	
  Rule 144A
  Securities

  	
  11

  
	
  Sale
  and Leaseback Transaction

  	
  11

  
	
  Securities

  	
  12

  
	
  Securities
  Act

  	
  12

  
	
  Securities
  Act Legend

  	
  12

  
	
  Security
  Register

  	
  12

  
	
  Security
  Registrar

  	
  12

  
	
  Special
  Record Date

  	
  12

  
	
  Stated
  Maturity

  	
  12

  
	
  Subsidiary

  	
  12

  
	
  Subsidiary
  Guarantee

  	
  12

  
	
  Subsidiary
  Guarantor

  	
  12

  
	
  Treasury
  Rate

  	
  12

  
	
  Trust
  Indenture Act

  	
  13

  
	
  Trustee

  	
  13

  
	
  Unrestricted
  Securities Certificate

  	
  13

  
	
  U.S.
  GAAP

  	
  13

  
	
  U.S.
  Government Obligations

  	
  13

  
	
  Vice
  President

  	
  13

  
	
  Voting Stock

  	
  13

  
	
  SECTION 102.

  	
  Compliance Certificates
  and Opinions

  	
  14

  
	
  SECTION 103.

  	
  Form of Documents
  Delivered to Trustee

  	
  14

  
	
  SECTION 104.

  	
  Acts of Holders; Record
  Dates

  	
  15

  
	
  SECTION 105.

  	
  Notices, Etc., to
  Trustee, Company and Subsidiary Guarantors

  	
  16

  
	
  SECTION 106.

  	
  Notice to Holders;
  Waiver

  	
  17

  
	
  SECTION 107.

  	
  Effect of Headings and
  Table of Contents

  	
  17

  
	
  SECTION 108.

  	
  Successors and Assigns

  	
  17

  
	
  SECTION 109.

  	
  Separability Clause

  	
  17

  
	
  SECTION 110.

  	
  Benefits of Indenture

  	
  17

  
	
  SECTION 111.

  	
  Governing Law

  	
  18

  
	
  SECTION 112.

  	
  Legal Holidays

  	
  18

  
	
  SECTION 113.

  	
  Confidentiality

  	
  18

  



 


ARTICLE TWO




Security Forms


 


	
  SECTION 201.

  	
  Forms Generally;
  Initial Forms of Rule 144A and Regulation S

  	
  18

  



 


iii

















 


	
  SECTION 202.

  	
  Form of Face of
  Security

  	
  19

  
	
  SECTION 203.

  	
  Form of Reverse of
  Security

  	
  23

  
	
  SECTION 204.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  26

  



 


ARTICLE THREE




The Securities


 


	
  SECTION 301.

  	
  Title and Terms

  	
  27

  
	
  SECTION 302.

  	
  Denominations

  	
  28

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  28

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  28

  
	
  SECTION 305.

  	
  Global Securities

  	
  29

  
	
  SECTION 306.

  	
  Registration,
  Registration of Transfer and Exchange Generally; Certain Transfers and
  Exchanges; Securities Act Legends;

  	
  30

  
	
  SECTION 307.

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities

  	
  36

  
	
  SECTION 308.

  	
  Payment of Interest;
  Interest Rights Preserved

  	
  37

  
	
  SECTION 309.

  	
  Persons Deemed Owners

  	
  38

  
	
  SECTION 310.

  	
  Cancellation

  	
  38

  
	
  SECTION 311.

  	
  Computation of Interest

  	
  38

  
	
  SECTION 312.

  	
  CUSIP Numbers

  	
  39

  



 


ARTICLE FOUR




Satisfaction and Discharge


 


	
  SECTION 401.

  	
  Satisfaction and
  Discharge of Indenture

  	
  39

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
  40

  



 


ARTICLE FIVE




Remedies


 


	
  SECTION 501.

  	
  Events of Default

  	
  40

  
	
  SECTION 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  42

  
	
  SECTION 503.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  43

  
	
  SECTION 504.

  	
  Trustee May File
  Proofs of Claim

  	
  43

  
	
  SECTION 505.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  44

  
	
  SECTION 506.

  	
  Application of Money
  Collected

  	
  44

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  44

  
	
  SECTION 508.

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
  45

  
	
  SECTION 509.

  	
  Restoration of Rights
  and Remedies

  	
  45

  
	
  SECTION 510.

  	
  Rights and Remedies
  Cumulative

  	
  45

  
	
  SECTION 511.

  	
  Delay or Omission Not
  Waiver

  	
  45

  
	
  SECTION 512.

  	
  Control by Holders

  	
  46

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  46

  



 


iv

















 


	
  SECTION 514.

  	
  Undertaking for Costs

  	
  46

  
	
  SECTION 515.

  	
  Waiver of Stay or
  Extension Laws

  	
  46

  



 


ARTICLE SIX




The Trustee


 


	
  SECTION 601.

  	
  Certain Duties and
  Responsibilities

  	
  47

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
  47

  
	
  SECTION 603.

  	
  Certain Rights of
  Trustee

  	
  47

  
	
  SECTION 604.

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
  48

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  49

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  49

  
	
  SECTION 607.

  	
  Compensation and
  Reimbursement

  	
  49

  
	
  SECTION 608.

  	
  Disqualification;
  Conflicting Interests

  	
  50

  
	
  SECTION 609.

  	
  Corporate Trustee
  Required; Eligibility

  	
  50

  
	
  SECTION 610.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  50

  
	
  SECTION 611.

  	
  Acceptance of
  Appointment by Successor

  	
  51

  
	
  SECTION 612.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  52

  
	
  SECTION 613.

  	
  Preferential Collection
  of Claims Against Company

  	
  52

  
	
  SECTION 614.

  	
  Appointment of Authenticating
  Agent

  	
  52

  



 


ARTICLE SEVEN




Holders’ Lists and Reports
by Trustee and Company


 


	
  SECTION 701.

  	
  Company to Furnish
  Trustee Names and Addresses of Holders

  	
  53

  
	
  SECTION 702.

  	
  Preservation of
  Information; Communications to Holders

  	
  54

  
	
  SECTION 703.

  	
  [Reserved]

  	
  54

  
	
  SECTION 704.

  	
  Reports by Company and
  Restricted Subsidiaries

  	
  54

  



 


ARTICLE EIGHT




Merger, Consolidation, Etc.


 


	
  SECTION 801.

  	
  Mergers, Consolidations
  and Certain Transfers, Leases and Acquisitions of Assets

  	
  56

  
	
  SECTION 802.

  	
  Successor Substituted

  	
  56

  



 


ARTICLE NINE




Supplemental Indentures


 


	
  SECTION 901.

  	
  Supplemental Indentures
  Without Consent of Holders

  	
  57

  
	
  SECTION 902.

  	
  Supplemental Indentures
  with Consent of Holders

  	
  57

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
  58

  
	
  SECTION 904.

  	
  Effect of Supplemental Indentures

  	
  58

  
	
  SECTION 905.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  58

  



 


v

















 


ARTICLE TEN




Covenants


 


	
  SECTION 1001.

  	
  Payment of Principal,
  Premium and Interest

  	
  59

  
	
  SECTION 1002.

  	
  Maintenance of Office
  or Agency

  	
  59

  
	
  SECTION 1003.

  	
  Money for Security
  Payments to Be Held in Trust

  	
  59

  
	
  SECTION 1004.

  	
  Statement by Officers
  as to Default

  	
  60

  
	
  SECTION 1005.

  	
  Existence

  	
  61

  
	
  SECTION 1006.

  	
  Maintenance of
  Properties

  	
  61

  
	
  SECTION 1007.

  	
  Payment of Taxes and
  Other Claims

  	
  61

  
	
  SECTION 1008.

  	
  Maintenance of Insurance

  	
  61

  
	
  SECTION 1009.

  	
  Limitation on Liens

  	
  61

  
	
  SECTION 1010.

  	
  Limitations on Sale and
  Leaseback Transactions

  	
  63

  
	
  SECTION 1011.

  	
  Waiver of Certain Covenants

  	
  63

  
	
  SECTION 1012.

  	
  Repurchase of Securities
  upon a Change of Control

  	
  64

  



 


ARTICLE ELEVEN




Redemption of Securities


 


	
  SECTION 1101.

  	
  Right of Redemption

  	
  66

  
	
  SECTION 1102.

  	
  Applicability of
  Article

  	
  67

  
	
  SECTION 1103.

  	
  Election to Redeem;
  Notice to Trustee

  	
  67

  
	
  SECTION 1104.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  67

  
	
  SECTION 1105.

  	
  Notice of Redemption

  	
  67

  
	
  SECTION 1106.

  	
  Deposit of Redemption
  Price

  	
  68

  
	
  SECTION 1107.

  	
  Securities Payable on
  Redemption Date

  	
  68

  
	
  SECTION 1108.

  	
  Securities Redeemed in Part

  	
  68

  



 


ARTICLE
TWELVE


 


Defeasance
and Covenant Defeasance


 


	
  SECTION 1201.

  	
  Company’s Option to
  Effect Defeasance or Covenant Defeasance

  	
  69

  
	
  SECTION 1202.

  	
  Defeasance and Discharge

  	
  69

  
	
  SECTION 1203.

  	
  Covenant Defeasance

  	
  69

  
	
  SECTION 1204.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  70

  
	
  SECTION 1205.

  	
  Deposited Money and U.S. Government
  Obligations to be Held in Trust;
  Other Miscellaneous Provisions

  	
  71

  
	
  SECTION 1206.

  	
  Reinstatement

  	
  72

  



 


ARTICLE THIRTEEN


 


Subsidiary Guarantee


 


	
  SECTION 1301.

  	
  [Reserved]

  	
  72

  



 


vi

















 


	
  SECTION 1302.

  	
  Subsidiary Guarantors

  	
  72

  
	
  SECTION 1303.

  	
  Subsidiary Guarantors
  May Consolidate, Etc., on Certain Terms

  	
  72

  
	
  SECTION 1304.

  	
  Release of Subsidiary
  Guarantors

  	
  72

  



 


vii

















 


	
  TESTIMONIUM

  	
  66

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
  66

  
	
   

  	
   

  
	
  ANNEXES

  	
   

  
	
   

  	
   

  
	
  ANNEX A Form of
  Regulation S Certificate

  	
   

  
	
  ANNEX B Form of
  Restricted Securities Certificate

  	
   

  
	
  ANNEX C Form of
  Unrestricted Securities Certificate

  	
   

  
	
  ANNEX D Form of Subsidiary Guarantee

  	
   

  
	
  ANNEX E Form of Form of Free
  Transferability Certificate

  	
   

  



 


viii
















 


INDENTURE,
dated as of June 18, 2009, among SEALED AIR CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 200 Riverfront Boulevard,
Elmwood Park, New Jersey 07407-1033 and U.S. Bank National Association a
national banking association duly organized and existing under the laws of the
United States of America, as trustee (herein called the “Trustee”).


 


RECITALS


 


The
Company has duly authorized the creation of an issue of its 77/8% Senior
Notes due 2017 (herein called the “Securities”) of substantially the tenor
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.


 


All
things necessary (i) to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and (ii) to make this Indenture a valid
agreement of the Company, all in accordance with their respective terms, have
been done.


 


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 agreed, for the equal and proportionate benefit
of all Holders of the Securities, as follows:


 


ARTICLE
ONE


 


Definitions
and Other Provisions 

of General Application


 


SECTION 101.              Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:


 


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


 


(2)   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;


 


(3)   all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
U.S. GAAP, and, except as otherwise herein expressly provided, the term “U.S.
GAAP” with respect to any computation required or permitted hereunder shall
mean U.S. GAAP as are generally accepted at the date of such computation;


 


(4)   all references in this
Indenture, the Securities and any Subsidiary Guarantee to principal in respect
of any Security shall be deemed to mean and include any redemption price
payable in respect of such Security pursuant to any redemption hereunder (and
all 


 


1

















 


such
references to the Stated Maturity of the principal in respect of any Security
shall be deemed to mean and include the Redemption Date with respect to any
such Redemption Price, and express mention of the payment of any redemption
price in any provision hereof or thereof shall not be construed as excluding
reference to any redemption price in those provisions hereof or thereof where
such express reference is not made);


 


(5)   unless the context otherwise
requires, any reference to “Article”, “Section” or “Annex” refers to an Article or
Section of or Annex to this Indenture; and


 


(6)   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.


 


“Accounts
Receivable” means, with respect to any Person, all rights of such Person to the
payment of money arising out of any sale, lease or other disposition of goods
or provision of services by such Person.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional
Securities” has the meaning specified in Section 301.


 


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


 


“Agent
Member” means any member of, or participant in, the Depositary.


 


“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, Euroclear and Clearstream, in each case to
the extent applicable to such transaction and as in effect from time to time.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities.


 


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


 


2

















 


“Board of Directors” means, (i) with respect to
the Company, the board of directors of the Company or, except in the context of
the definitions of “Change of Control” and “Continuing Directors,” a duly
authorized committee thereof; (ii) with respect to a partnership, the Board of
Directors of the general partner of the partnership; and (iii) with
respect to any other person, the board or committee of such person serving a
similar function.


 


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


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.


 


“Capital
Lease” means at any date any lease of property which, in accordance with U.S.
GAAP, would be required to be capitalized on the balance sheet of the lessee.


 


“Capital
Stock” means:


 


(i)            in the case of
a corporation, corporate stock;


 


(ii)           in the case of
an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;


 


(iii)          in the case of
a partnership or limited liability company, partnership or membership interests
(whether general or limited); and


 


(iv)          any other
interest or participation that confers on a person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing
person.


 


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


 


(i)            the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), other than to a Restricted Subsidiary or a person that
becomes a Restricted Subsidiary of the Company as a result of a sale, transfer,
conveyance or other disposition as it relates to such transaction;


 


(ii)           the adoption of
a plan relating to the liquidation or dissolution of the Company;


 


3

















 


(iii)          any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or
more of the voting power of the Voting Stock of the Company;


 


(iv)          the first day
on which a majority of the members of the Board of Directors of the Company are
not Continuing Directors; or


 


(v)           the Company
consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where (A) the
Voting Stock of the Company outstanding immediately prior to such transaction
is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee person
(immediately after giving effect to such issuance) and (B) immediately
after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and
14(d) of the Exchange Act) becomes, directly or indirectly, the Beneficial
Owner of 50% or more of the voting power of the Voting Stock of the surviving
or transferee person.


 


“Change
of Control Offer” has the meaning specified in Section 1012.


 


“Change
of Control Payment” has the meaning specified in Section 1012.


 


“Change
of Control Payment Date” has the meaning specified in Section 1012.


 


“Clearstream”
means Clearstream Banking, société anonyme, Luxembourg (or any successor
securities clearing agency).


 


“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
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
instrument 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
Order” or “Company Request” means a written request or order signed in the name
of the Company by its Chairman of the Board of Directors, its Vice Chairman of
the Board of Directors, its Chief Executive Officer, its President, its Chief
Financial Officer, or a Vice President, and by 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 the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance 


 


4

















 


with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date for the Securities, (i) the
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“Consolidated
Assets” means, at any date, the total consolidated assets of the Company and
its Subsidiaries, all as set forth on the most recent publicly issued balance
sheet of the Company and its Subsidiaries and computed in accordance with U.S.
GAAP.


 


“Consolidated
Net Tangible Assets” means, at any date, Consolidated Assets after deducting
therefrom, without duplication, (i) applicable reserves and other properly
deductible items, (ii) all current liabilities and (iii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
publicly issued balance sheet of the Company and its Subsidiaries and computed
in accordance with U.S. GAAP.


 


“Continuing
Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who: (i) was a member of such Board of Directors
on the issue date; or (ii) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination or
election.


 


“Corporate
Trust Office” means the principal office of the Trustee in Atlanta, Georgia, at
which its corporate trust business shall be administered at all times, which at
the date hereof is 1349 West Peachtree Street, Suite 1050, Atlanta,
Georgia 30309, Attention: Corporate Trust Services, and for purpose of
maintaining a corporate trust office in the Borough of Manhattan, the City of
New York pursuant to Sections 609 and 1002 hereunder, means the office of the
Trustee located at 100 Wall Street, 16th Floor, New York, NY 10005, Attention:
US Bank Corporate Trust Services.


 


“Corporation”
means a corporation, association, company, joint-stock company or business
trust.


 


“Credit
Agreements” means the Credit
Agreement, dated as of July 26, 2005, among the Company, certain of the
Company’s subsidiaries, banks and financial institutions party thereto, and
Citicorp USA, Inc., as agent for the lenders, as amended, as such Credit
Agreement may be amended, supplemented, extended, renewed, restated, replaced,
refinanced or modified from time to time (whether or not there is ever a period
when there is no Credit Agreement then in effect), including, without
limitation, by adding additional parties to or increasing the commitments under
such Credit Agreement.


 


“Defaulted Interest” has the meaning specified in Section 308.


 


5

















 


“Depositary”
means, with respect to any Securities, a clearing agency that is registered as
such under the Exchange Act and is designated by the Company to act as Depositary
for such Securities (or any successor securities clearing agency so
registered).


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each
case at the option of the holder thereof), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date that is one year after the date on which the
Securities mature. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale (having customary terms and
provisions) will not constitute Disqualified Stock. The term “Disqualified
Stock” will also include any options, warrants or other rights that are
convertible into Disqualified Stock or that are redeemable at the option of the
holder, or required to be redeemed, prior to the date that is one year after
the date on which the Securities mature.


 


“Domestic
Subsidiary” means each Subsidiary of the Company that is not a Foreign
Subsidiary.


 


“DTC”
means The Depository Trust Company, a New York corporation.


 


“Equity
Offering” means any public or private placement of Capital Stock (other than
Disqualified Stock) of the Company (other than pursuant to a registration
statement on Form S-8 or otherwise relating to equity securities issuable
under any employee benefit plan of the Company) to any person other than any
Subsidiary thereof.


 


“Euroclear”
means the Euroclear Clearance System (or any successor securities clearing
agency).


 


“Event
of Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934 (or any successor statute), as
it may be amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Foreign
Subsidiary” means (i) each Subsidiary of the Company not incorporated
under the laws of the United States or of any State thereof and (ii) any
other Subsidiary of the Company substantially all of the operations of which
remain outside the United States.


 


“Funded
Debt” means all Indebtedness having a maturity of more than 12 months from the
date as of which the computation of Funded Debt is made or having a maturity of
12 months or less but by its terms being renewable or extendible beyond 12
months from such date at the option of the borrower.


 


“Global
Security” means a Security that is registered in the Security Register in the
name of a Depositary or a nominee thereof and bears the legend set forth in Section 202.


 


6

















 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 


“Indebtedness”
of any Person means, at any date, without duplication, (i) all obligations
of such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person to pay the deferred purchase price of property or
services (except trade accounts payable and accrued expenses arising in the
ordinary course of business) to the extent such amounts would be, in accordance
with U.S. GAAP, recorded as debt on a balance sheet of such Person, (iv) all
obligations of such Person under Capital Leases, (v) all Indebtedness
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is otherwise an obligation of such Person, (vi) all non-contingent
obligations of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit (other than letters of credit which
secure obligations in respect of trade payables or other letters of credit not
securing Indebtedness, unless such reimbursement obligation remains unsatisfied
for more than three business days) and (vii) all guarantees or
endorsements (other than endorsements for collection or deposit in the ordinary
course of business) of such Person of Indebtedness of others.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.


 


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


 


“Initial
Purchasers” means Banc of America Securities LLC, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated, RBS Securities Inc, BNP Paribas Securities Corp. and Calyon
Securities (USA) Inc.


 


“Initial
Regulation S Securities” means the Securities sold by the Initial
Purchasers in the initial offering contemplated by the Purchase Agreement in
reliance on Regulation S.


 


“Interest
Payment Date” means the Stated Maturity of an installment of interest on the
Securities.


 


“Issue
Date” means the date on which the Securities are first authenticated and
delivered under this Indenture.


 


“Lien”
means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or
other) or other security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and
any Capital Lease).


 


“Material
Subsidiary” means any Subsidiary that, directly or indirectly through a
Subsidiary, either (A) owns assets with a book value in excess of 5% of
the book value of the Consolidated Assets of the Company and its Subsidiaries,
taken as a whole, measured as of the 


 


7

















 


last day of the most recently completed fiscal quarter
for which the Company has publicly issued financial statements or (B) generated
annual revenues in excess of 5% of the revenues of the Company and its
Subsidiaries, taken as a whole, for the most recently completed four fiscal
quarter period for which the Company has publicly issued financial statements.


 


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


 


“Non-Global
Security” means a certificated Security, registered in the name of the Holder
thereof and issued in accordance with Section 306, substantially in the
form of Security set forth in Sections 202 and 203, except that such Security
shall not bear the legend in Section 202 to be inserted for a Global
Security.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 


“Officers’
Certificate” of the Company or any Subsidiary Guarantor means a certificate
signed by the Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors, the Chief Executive Officer, the President or a Vice President or
the Chief Financial Officer, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company or such Subsidiary
Guarantor, as the case may be, and delivered to the Trustee.  One of the officers signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company or the chief operating
officer of the Company.  Unless the
context otherwise requires, each reference herein to an “Officers’ Certificate”
means an Officers’ Certificate of the Company. 
References herein, or in any Security or Subsidiary Guarantee, to any
officer of a Subsidiary Guarantor or other Person that is a partnership means
such officer of the partnership or, if none, of a general partner of the
partnership authorized thereby to act on its behalf.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company, and who shall be reasonably acceptable to the Trustee.


 


“Original
Securities” has the meaning specified in Section 301.


 


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


 


(i)            Securities theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)           Securities 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 Subsidiary
Guarantor) in trust or set aside and segregated in trust by the Company or any
Subsidiary Guarantor (if the Company or any Subsidiary Guarantor, as the case may
be, shall act as a Paying Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, notice of such redemption has been



 


8

















 


duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


 


(iii)          Securities which have been
defeased pursuant to Section 1202 hereof; and


 


(iv)          Securities which have been
paid pursuant to Section 307 or 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 proof satisfactory to it that such Securities are held
by a protected purchaser in whose hands such Securities are valid obligations
of the Company;


 


provided, however, that in determining whether the
Holders of the requisite principal amount of the 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 of 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 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 of
such other obligor.


 


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


 


“Permitted
Encumbrances” means, as of any particular time and with respect to any real
property of the Company or any of its Subsidiaries, (i) such easements,
leases, subleases, encroachments, rights of way, minor defects, irregularities
or encumbrances on title which are not unusual with respect to property similar
in character to any such real property and which do not secure Indebtedness and
do not materially impair such real property for the purpose for which it is
held or materially interfere with the conduct of the business of the Company or
any of its Subsidiaries and (ii) municipal and zoning ordinances which are
not violated by the existing improvements and the present use made by the
Company or any of its Subsidiaries of such real property.


 


“Permitted
Receivables Financing” means a sale, pledge or any other transfer of Accounts
Receivable as a method of financing.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, limited
liability company, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.


 


“Predecessor
Security” of any particular Security means every Security issued before, and
evidencing all or a portion of the same debt as that evidenced by, such
particular Security; for the purposes of this definition, any Security
authenticated and delivered under 


 


9

















 


Section 307 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


 


“Principal
Property” means any manufacturing plant located in the United States currently
owned or subsequently acquired by the Company or any Subsidiary which has a
gross book value which (including related land, improvements, machinery and
equipment without deduction of any depreciation reserves) on the date as of
which the determination is being made exceeds 1% of Consolidated Assets, other
than properties or any portion of a particular property which the Company’s
Board of Directors determines, in good faith, not to be of material importance
to the business of the Company and its Subsidiaries, taken as a whole, or, in
the case of a portion of a particular property, to the use or operation of such
property.


 


“Purchase
Agreement” means the Purchase Agreement, dated as of June 12, 2009,
between the Company and the Initial Purchasers, as such agreement may be
amended from time to time.


 


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


 


“Redemption
Price” means, when used with respect to any Securities to be redeemed, the
price at which such Security is to be redeemed pursuant to this Indenture.


 


“Reference
Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated and RBS Securities Inc. and their respective successors (each, a “Primary
Treasury Dealer”) appointed by the Company; provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary Treasury
Dealer.


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date means the June 1
or the December 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.


 


“Regulation S”
means Regulation S under the Securities Act (or any successor provision),
as it may be amended from time to time.


 


“Regulation
S Certificate” means a certificate substantially in the form set forth in Annex
A.


 


“Regulation
S Global Security” has the meaning specified in Section 201.


 


10

















 


“Regulation
S Legend” means a legend substantially in the form of the legend required in
the form of Security set forth in Sections 202 and 204 to be placed upon a
Regulation S Security.


 


“Regulation
S Securities” means all Securities required pursuant to Section 306(c) to
bear a Regulation S Legend.  Such
term includes the Regulation S Global Security.


 


“Resale
Restriction Termination Date”  has the
meaning specified in Section 306(d)(i).


 


“Restricted
Global Security” has the meaning specified in Section 201.


 


“Restricted
Period” means the period of 41 consecutive days beginning on and including
the later of (i) the day on which Securities are first offered to persons
other than distributors (as defined in Regulation S) in reliance on Regulation
S and (ii) the day on which the closing of the offering of Securities
pursuant to the Purchase Agreement occurs.


 


“Restricted
Securities” means all Securities required pursuant to Section 306(c) to
bear a Restricted Securities Legend. 
Such term includes the Restricted Global Security.


 


“Restricted
Securities Certificate” means a certificate substantially in the form set forth
in Annex B.


 


“Restricted
Securities Legend” has the meaning specified in Section 202.


 


“Restricted
Subsidiary” means any Subsidiary of the Company that is a Material Subsidiary
and a Domestic Subsidiary.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor provision), as
it may be amended from time to time.


 


“Rule 144A”
means Rule 144A under the Securities Act (or any successor provision), as
it may be amended from time to time.


 


“Rule 144A
Securities” means the Securities purchased by the Initial Purchasers from the
Company pursuant to the Purchase Agreement, other than the Initial
Regulation S Securities.


 


“Sale
and Leaseback Transaction” means an arrangement with any lender or investor, or
to which any lender or investor is a party, providing for the leasing by a
Person of any Principal Property of such Person which has been or is being sold
or transferred by such Person to such lender or investor or to any person to
whom funds have been or are to be advanced by such lender or investor on the
security of such Principal Property, other than such arrangements involving any
Principal Property within 180 days after the purchase or completion of
construction of such Principal Property. 
The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.


 


11
















 


“Securities”
has the meaning specified in the first paragraph of the recitals to this
instrument, and includes both Original Securities and Additional Securities.


 


“Securities
Act” means the Securities Act of 1933 (or any successor statute), as it may be amended
from time to time.


 


“Securities
Act Legend” means a Restricted Securities Legend or a Regulation S Legend.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 306.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 308.


 


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


 


“Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of
any class or classes having by the terms of such stock ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person and/or by one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person or
such Person and one or more Subsidiaries of such Person has more than a 50%
equity interest at the time.


 


“Subsidiary
Guarantee” means the unconditional guarantee by the Subsidiary Guarantor of the
due and punctual payment of principal, premium, if any, and interest on the
Securities, executed in the form established pursuant to Annex D hereof.


 


“Subsidiary
Guarantor” means at any time each Subsidiary that has become a Subsidiary
Guarantor pursuant to Section 1302 of this Indenture, in each case so long
as it remains a Subsidiary Guarantor.


 


“Treasury
Rate” means, with respect to any Redemption Date for the Securities, (i) 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 United States 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 maturity date for the Securities,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week 


 


12

















 


preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual 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 shall be calculated by the
Independent Investment Banker on the third Business Day preceding the
Redemption Date.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.


 


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


 


“Unrestricted
Securities Certificate” means a certificate substantially in the form set forth
in Annex C.


 


“U.S.
GAAP” means generally accepted accounting principles in the United States of
America.


 


“U.S.
Government Obligations” means securities which are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America and
which, in the case of (i) or (ii), are not callable or redeemable except
at the option of the holders thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or specific payment of interest on or principal of
other amount with respect to any such U.S. Government Obligation held by such
custodian for the account of the holder of a 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 interest on or principal of or other
amount with respect to the U.S. Government Obligation evidenced by such
depository receipt.


 


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


 


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


 


13

















 


SECTION 102.              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
such certificates and opinions as may be required under the Trust Indenture Act
(as if such Act applied) or this Indenture. 
Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with any
requirement set forth in this Indenture.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include


 


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


 


(2)   a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based;


 


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


 


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


 


SECTION 103.              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 or opinion of an officer of the Company 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 of counsel
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
stating that the information with respect to such factual matters is in the
possession of the Company, unless such 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.


 


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.


 


14

















 


SECTION 104.              Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent of such Holders 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 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 (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 


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.


 


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


 


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


 


The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Securities; provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to
in the next paragraph.  If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date.  Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is taken.  Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the 


 


15

















 


applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities in the manner set forth in Section 106.


 


The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or
(iv) any direction referred to in Section 512.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date.  Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is
taken.  Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 106.


 


With
respect to any record date set pursuant to this Section, the party hereto which
sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


 


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


 


SECTION 105.              Notices, Etc., to Trustee, Company and Subsidiary Guarantors. 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,


 


(1)   the Trustee by any Holder or
by the Company or any Subsidiary Guarantor shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, Attention:  Corporate Trust Department, or at any other
address previously furnished in writing to the Holders or the 


 


16

















 


Company
by the Trustee, or, with respect to notices by the Company or any Subsidiary
Guarantor, transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile numbers: (404) 898-2467 or
to any other facsimile number previously furnished in writing to the Company by
the Trustee, or


 


(2)   the Company or any
Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to it addressed to it at the
address of the Company’s principal office specified in the first paragraph of
this instrument, Attention:  General
Counsel and Secretary, or at any other address previously furnished in writing
to the Trustee by the Company or, with respect to notices by the Trustee,
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile number: (201) 703-4231 or to any other
facsimile number previously furnished in writing to the Trustee by the Company.


 


SECTION 106.              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, to each
Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), 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.  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 give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


SECTION 107.              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 108.              Successors and Assigns.  All covenants
and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


 


SECTION 109.              Separability Clause.  In case any
provision in this Indenture or in the Securities or any Subsidiary Guarantee
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 110.              Benefits of Indenture.  Nothing in
this Indenture or in the Securities or any Subsidiary Guarantee, express or
implied, shall give to any Person, other than the parties hereto 


 


17

















 


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


 


SECTION 111.              Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


SECTION 112.              Legal Holidays.  In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Securities or any Subsidiary Guarantee) payment of interest or principal
(and 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 the Interest
Payment Date, Redemption Date or at the Stated Maturity, provided that
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to such Business Day if such payment is made or duly provided for on such
Business Day.


 


SECTION 113.              Confidentiality.


 


Notwithstanding
anything to the contrary set forth herein or in any other written or oral
understanding or agreement among the parties, the parties (and each employee,
representative, or other agent of the parties) may disclose to any and all
persons, without limitation of any kind, the tax treatment and any facts that
may be relevant to the tax structure of the transactions (and any related
transactions or arrangement) contemplated hereby, provided, however, that no
party (and no employee, representative, or other agent thereof) shall disclose
any other information that is not relevant to understanding the tax treatment
and tax structure of the transactions contemplated hereby (including the
identity of any party and any information that could lead another to determine
the identity of any party), or any other information to the extent that such
disclosure could reasonably result in a violation of any federal or state
securities law.


 


ARTICLE TWO



Security Forms


 


SECTION 201.              Forms Generally; Initial Forms of Rule 144A and Regulation S. 
The Securities and the Trustee’s certificates of authentication shall be
in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.


 


Any
Subsidiary Guarantees shall be in substantially the form set forth in Annex D
hereto.


 


The
definitive Securities shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner 


 


18

















 


permitted by the rules of any securities exchange
on which the Securities may be listed and (with respect to Global Securities)
the rules of the Depositary, all as determined by the officers executing
such Securities as evidenced by their execution thereof.


 


Upon
their original issuance, Rule 144A Securities shall be issued in the form
of one or more Global Securities registered in the name of DTC, as Depositary,
or its nominee and deposited with the Trustee, as custodian for DTC, for credit
by DTC to the respective accounts of beneficial owners of the Securities
represented thereby (or such other accounts as they may direct).  Such Global Securities, together with their
successor securities which are Global Securities other than the Regulation S
Global Security, are collectively herein called the “Restricted Global Security”.


 


Upon
their original issuance, Initial Regulation S Securities shall be issued in the
form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Trustee, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct); provided
that upon such deposit all such Securities shall be credited to or through
accounts maintained at DTC by or on behalf of Euroclear or Clearstream.  Such Global Securities, together with their
successor securities which are Global Securities other than the Restricted
Global Security, are collectively herein called the “Regulation S Global
Security”.


 


SECTION 202.              Form of Face of Security.


 


Except as permitted by this Indenture, each Global Security
and each Non-Global Security (and all Securities issued in exchange therefor or
substitution thereof) shall bear the legend (the “Restricted Securities Legend”)
in substantially the following form:


 


“THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE ‘‘SECURITIES ACT’’), OR ANY STATE SECURITIES LAWS. NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’)), OR (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES
TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH
IS ONE YEAR AFTER THE DATE OF ORIGINAL ISSUE HEREOF ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED 


 


19

















 


INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  IN THE CASE OF A GLOBAL NOTE,  THE BENEFICIAL INTEREST IN THIS GLOBAL NOTE CANNOT BE TRANSFERRED TO OR
HELD BY AN AFFILIATE OF THE COMPANY.”


 


If the Security is a
Regulation S Security, then insert —


 


“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON
EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT.”


 


If
the Security is a Global Security, then insert —


 


“UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE 


 


20

















 


THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
NOTE 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 NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 306 OF THE
INDENTURE.”


 


Each Security issued hereunder that has more than a de minimis amount
of original issue discount for U.S. Federal Income Tax purposes shall bear a
legend in substantially the following form:


 


“THIS NOTE IS ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN
THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO
MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO
THE COMPANY AT THE FOLLOWING ADDRESS: SEALED AIR CORPORATION, 200 RIVERFRONT
BOULEVARD, ELMWOOD PARK, NEW JERSEY 07407-1033 
ATTENTION: GENERAL COUNSEL.”


 


SEALED AIR CORPORATION 

77/8% SENIOR NOTES DUE 2017


 


[If Restricted Global Security - CUSIP Number: 81211K
AN0


[If Regulation S Global Security - CUSIP Number:
U81193 AF8


 


	
  No.                     

  	
  $                        

  



 


SEALED
AIR CORPORATION, a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
                                    ,
or registered assigns, the principal sum of
                            
Dollars [if the Security is a Global
Security, then insert — (which principal amount may from time to
time be increased or decreased to such other principal amounts (which, when
taken together with the principal amounts of all other Outstanding Securities,
may be unlimited) by adjustments made on the records of the Trustee hereinafter
referred to in accordance with the Indenture)]
on June 15, 2017 and to pay interest thereon from June 18, 2009 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on June 15 and December 15, in each
year, commencing December 15, 2009, at the rate of 77/8% per annum, until the principal hereof
is paid or made available for payment, provided that any amount of
interest on this Security which is overdue shall bear interest (to the extent
that payment thereof shall be legally enforceable) at the rate per annum then
borne by this Security from the date such 


 


21

















 


amount is due to the day it is paid or made available
for payment, and such overdue interest shall be payable on demand.


 


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 (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the June 1 or December 1 (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 will forthwith cease to be payable to the Holder on the
relevant Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more 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 whereof 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 said Indenture.  Interest on
this Security shall be computed on the basis set forth in the Indenture.


 


Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company in the Borough of Manhattan, The
City of New York, New York, maintained for such purpose and at any other office
or agency maintained by the Company 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 at
the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in 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 executed by the Trustee
referred to on the reverse hereof by manual signature, 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
under its corporate seal.


 


Dated:


 


 


	
  [SEAL]

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


22
















 


SECTION 203.                    Form of Reverse of Security.


 


This Security is
one of a duly authorized issue of Securities of the Company designated as its 77/8% Senior
Notes Due 2017 (herein called the “Securities”) issued under an Indenture,
dated as of June 18, 2009 (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and
the Trustee, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture). 
The aggregate principal amount of the Securities is unlimited.  Reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties 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 are
subject to redemption at the election of the Company in whole or in part, at
any time and from time to time prior to June 15, 2013, upon not less than
30 days’ nor more than 60 days’ notice by first-class mail, at a
Redemption Price equal to the greater of (i) 101% of the principal amount
of such Securities and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on such Securities from the
Redemption Date to the applicable maturity date discounted, in either case, to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as such term is defined in the
Indenture) plus 50 basis points, plus, in either (i) or (ii), any interest
accrued but not paid to the date of redemption. 
For the avoidance of doubt, any calculation of the remaining scheduled
payments of principal and interest pursuant to clause (ii) of the
preceding sentence shall not include interest accrued as of the applicable
Redemption Date.


 


In addition, at
any time prior to June 15, 2012, the Company may redeem up to 35% of the
principal amount of the Securities originally issued (including any Additional
Securities originally issued after the Closing Date) with the net cash proceeds
of one or more sales of the Company’s Capital Stock (other than Disqualified
Stock) at a Redemption Price (expressed as a percentage of principal amount) of
107.875%, plus accrued and unpaid interest to the Redemption Date (subject to
the right of Holders of record on the relevant Regular Record Date that is on
or prior to the Redemption Date to receive interest due on an Interest Payment
Date); provided that at least 65%
of the aggregate principal amount of Securities originally issued (including
any Additional Securities originally issued after the Closing Date) remains
outstanding after each such redemption and notice of any such redemption is
mailed within 60 days of each such sale of Capital Stock.


 


The Securities may
be redeemed at the election of the Company, in whole or in part, at any time
and from time to time on or after June 15, 2013 and prior to maturity, upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class mail
to each Holder’s last address as it appears in the Security Register, at the
following Redemption Prices (expressed in percentages of their principal
amount), plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date


 


23

















 


that is
on or prior to the Redemption Date to receive interest due on an Interest
Payment Date) if redeemed during the 12-month period commencing on June 15
of the years set forth below:


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
  2013

  	
   

  	
  103.938

  	
  %

  
	
  2014

  	
   

  	
  101.969

  	
  %

  
	
  2015 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


If a Change of
Control occurs, each Holder of the Securities shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Securities pursuant to
an offer described below (a “Change of Control Offer”) at a price in cash (a “Change
of Control Payment”) equal to not less than 101.000% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, thereon, to the date
of repurchase, subject to the right of the Holders of the Securities of record
on the relevant Record Date to receive interest due on the relevant Interest
Payment Date (the “Change of Control Payment Date,” which date will be no
earlier than the date of such Change of Control).  The Change of Control Offer will be made in
accordance with Section 1012 of the Indenture.


 


If an Event of
Default shall occur and be continuing, the principal 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 (i) the entire
indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.


 


The Original
Securities (as defined in the Indenture) and the Additional Securities (as
defined in the Indenture), if any, shall constitute one series for all purposes
under the Indenture, including without limitation, amendments, waivers and
redemptions.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the obligations
of the Company under the Indenture and this Security are, under certain
circumstances provided in the Indenture, required to be guaranteed pursuant to
Subsidiary Guarantees with respect to the payment of the principal, premium, if
any, and interest on the Securities. 
Each Holder, by holding this Security, agrees to all of the terms and
provisions of any such Subsidiary Guarantees. 
Each Subsidiary Guarantee issued pursuant to the terms of the Indenture
shall provide that the Subsidiary Guarantor party thereto shall be released
from its obligations under such Subsidiary Guarantee if it is no longer a
subsidiary guarantor under, and as such term is defined in, the Credit
Agreements and upon delivery to the Trustee of an Officers’ Certificate
certifying to that effect.  On the date
of original issuance of the Securities, no Subsidiaries of the Company shall be
required to provide Subsidiary Guarantees.


 


24

















 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by 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.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities, the
Holders of not less than 25% in principal amount of the Securities at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall
not have received from the Holders of a majority in principal amount of
Securities at the time Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceeding for 60 days after
receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein (or, in the case of redemption, on or after the Redemption Date).


 


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, 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 for the Securities, 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 (which initially
shall be the office of the Trustee located at U.S. Bank National Association,
100 Wall Street, 16th Floor, New York, New York 10005), 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 his 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 are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate


 


25

















 


principal
amount of Securities of a different authorized denomination, as requested by
the Holder surrendering the same.


 


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


 


Prior to due
presentment of this Security for registration of transfer, the Company, any
Subsidiary Guarantor, the Trustee and any agent of the Company, any Subsidiary
Guarantor 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
be overdue, and neither the Company, any Subsidiary Guarantor, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Security purchased by the Issuer
pursuant to Section 1012, state the amount you elect to have purchased:


 


$                   


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name
  appears on the face of this Security)

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  	
   

  
							



 






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


 


SECTION 204.                    Form of Trustee’s Certificate of
Authentication.


 


Dated:


 


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


 


	
   

  	
  U.S. Bank National Association,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


26

















 


ARTICLE THREE


 


The Securities


 


SECTION 301.                                            Title and Terms. 
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.  The Trustee shall authenticate Securities on
the Issue Date in an aggregate principal amount not to exceed $400,000,000 (“Original
Securities”).  In addition, subject to
the provisions of Section 102, the Trustee shall authenticate additional
Securities (“Additional Securities”) upon receipt of an Officers’ Certificate
specifying the amount of Securities to be authenticated and the date on which
such Securities are to be authenticated and certifying that all conditions
precedent to the issuance of the Additional Securities contained herein have
been complied with and that no default or Event of Default would occur as a
result of the issuance of such Additional Securities.  The aggregate principal amount of the
Additional Securities, if any, is unlimited.


 


The Securities
shall be known and designated as the “77/8% Senior Notes Due 2017” of the Company.  Their Stated Maturity shall be June 15,
2017 and they shall bear interest at the rate of 77/8% per annum, from June 18, 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, payable semiannually on June 15 and December 15,
commencing December 15, 2009, until the principal thereof is paid or made
available for payment.


 


The principal of
(and premium, if any) and interest on the Securities shall be payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York (which initially shall be the office of the Trustee located at
U.S. Bank National Association, 100 Wall Street Plaza, 16th Floor, New
York, New York 10005), maintained for such purpose and at any other office or
agency maintained by the Company for such purpose; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


The Securities
shall not have the benefit of any sinking fund obligations.


 


The Securities
shall be subject to defeasance at the option of the Company as provided in Article Twelve.


 


The Original
Securities and the Additional Securities, if any, shall constitute one series
for all purposes under this Indenture, including, without limitation,
amendments, waivers and redemptions.  The
Additional Securities may have a different date of issue from the Original
Securities and may have a different amount of interest payable on the first
Interest Payment Date after issuance than is payable on the Original
Securities, and with the same CUSIP number as the Original Securities (unless a
temporary CUSIP number is necessary after issuance of the Original Securities
hereby to allow such Securities to become freely tradeable under the Securities
Act or to otherwise comply with U.S. securities laws).


 


27

















 


The Securities
shall be guaranteed by any Subsidiary Guarantors as provided in Article Thirteen
and any Subsidiary Guarantees, the form of which is set forth in Annex D
hereto.


 


SECTION 302.                    Denominations.


 


The Securities
shall be issuable only in registered form without coupons and only in
denominations of $1,000 and any integral multiple thereof.


 


SECTION 303.                    Execution, Authentication, Delivery and
Dating.  The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers or the
Company’s seal on the Securities may be manual or facsimile.


 


Securities bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices 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 in this Indenture
provided and not otherwise.


 


Each Security shall
be dated the date of its authentication.


 


No Security 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, executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.


 


SECTION 304.                    Temporary Securities. 
Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities, which Securities are printed, lithographed, typewritten,
mimeographed 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
evidenced by their execution thereof.


 


If temporary
Securities are issued, the Company will cause definitive Securities to be
prepared without unreasonable delay. 
After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities, upon surrender of the
temporary Securities at any office or agency of the Company designated pursuant
to Section 1002, 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


 


28

















 


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.


 


SECTION 305.                    Global Securities.


 


(a)                                  Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(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 and the Company fails to appoint a successor within 90 days or (B) has
ceased to be a clearing agency registered as such under the Exchange Act and
the Company fails to appoint a successor, (ii) upon the request of the
Trustee or Holders of a majority of the outstanding principal amount of
Securities, there shall have occurred and be continuing an Event of
Default with respect to such Global Security, (iii) the Company executes
and delivers to the Trustee an Officer’s Certificate stating that all Global
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 (iv) under
the circumstances set forth in Section 306(b)(viii).


 


(c)                                  If any Global Security is to be exchanged for other
Securities or cancelled 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 Three.  If any Global Security is to be exchanged for
other Securities or cancelled 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 Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, 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 Section 305(b) and as
otherwise provided in this Article Three, 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 paragraph,
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 rely upon any
order, direction or request of the Depositary or its authorized representative
which is given or made pursuant to this Article Three if such order,
direction or request is given or made in accordance with the Applicable
Procedures.


 


29

















 


(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 Three, Section 905,
or Section 1108 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, the Securities and any Subsidiary Guarantees, 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.


 


SECTION 306.                    Registration, Registration of Transfer and Exchange
Generally; Certain Transfers and Exchanges; Securities Act Legends; Applicable
Procedures for Delegending.


 


(a)                                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the 
register maintained in such office and in any other office or agency
designated pursuant to Section 1002 being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers and exchanges of Securities.  The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers and
exchanges of Securities as herein provided.


 


Upon surrender for
registration of transfer of any Security at an office or agency of the Company
designated pursuant to Section 1002 for such purpose, 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 any
authorized denominations, of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.


 


At the option of
the Holder, Securities may be exchanged for new Securities of any authorized
denominations, of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture, 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, the Securities 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 and any Subsidiary Guarantors, evidencing the
same debt, 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 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


 


30
















 


Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.


 


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 that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304,
305, 306, 905 or 1108 not involving any transfer.


 


The Company shall
not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities selected
for redemption under Section 1104 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


(b)                                 Certain Transfers and Exchanges.  Notwithstanding any
other provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 306(b) shall be made only in accordance with this Section 306(b).


 


(i)                                     Restricted
Global Security to Regulation S Global Security.  If the owner of a beneficial interest in the
Restricted Global Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Regulation S Global Security, such transfer may be effected only in
accordance with the provisions of this Clause (b)(i) and Clause (b)(vii) below
and subject to the Applicable Procedures. 
Upon receipt by the Trustee, as Security Registrar, of (A) an order
given by the Depositary or its authorized representative directing that a
beneficial interest in the Regulation S Global Security in a specified
principal amount be credited to a specified Agent Member’s account and that a
beneficial interest in the Restricted Global Security in an equal principal
amount be debited from another specified Agent Member’s account and (B) a
Regulation S Certificate, satisfactory to the Trustee and duly executed by the
owner of such beneficial interest in the Restricted Global Security or his
attorney duly authorized in writing, then the Trustee, as Security Registrar
but subject to Clause (b)(vii) below, shall reduce the principal amount of
the Restricted Global Security and increase the principal amount of the
Regulation S Global Security by such specified principal amount as
provided in Section 305(c).


 


(ii)                                  Regulation S
Global Security to Restricted Global Security.  If the owner of a beneficial interest in the
Regulation S Global Security wishes at any time to transfer such interest
to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Restricted Global Security, such transfer may be effected only
in accordance with this Clause (b)(ii) and subject to the Applicable
Procedures.  Upon receipt by the Trustee,
as Security Registrar, of (A) an order given by the Depositary or its
authorized representative directing that a beneficial interest in the
Restricted Global Security in a specified principal amount be credited to a
specified Agent Member’s account and that a beneficial interest in the
Regulation S Global Security in an equal


 


31

















 


principal amount be debited
from another specified Agent Member’s account and (B) if such transfer is
to occur during the Restricted Period, a Restricted Securities Certificate,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Regulation S Global Security or his attorney duly
authorized in writing, then the Trustee, as Security Registrar, shall reduce
the principal amount of the Regulation S Global Security and increase the
principal amount of the Restricted Global Security by such specified principal
amount as provided in Section 305(c).


 


(iii)                               Restricted
Non-Global Security to Restricted Global Security or Regulation S Global
Security.  If the
Holder of a Restricted Security (other than a Global Security) wishes at any
time to transfer all or any portion of such Security to a Person who wishes to
take delivery thereof in the form of a beneficial interest in the Restricted
Global Security or the Regulation S Global Security, such transfer may be
effected only in accordance with the provisions of this Clause (b)(iii),
Clause (b)(vii) and Clause (b)(viii) below and subject to the
Applicable Procedures.  Upon receipt by
the Trustee, as Security Registrar, of (A) such Security as provided in Section 306(a) and
instructions satisfactory to the Trustee directing that a beneficial interest
in the Restricted Global Security or Regulation S Global Security in a
specified principal amount not greater than the principal amount of such
Security be credited to a specified Agent Member’s account and (B) a
Restricted Securities Certificate, if the specified account is to be credited
with a beneficial interest in the Restricted Global Security, or a Regulation S
Certificate, if the specified account is to be credited with a beneficial
interest in the Regulation S Global Security, in either case satisfactory
to the Trustee and duly executed by such Holder or his attorney duly authorized
in writing, then the Trustee, as Security Registrar but subject to Clause (b)(vii) and
Clause (b)(viii) below, shall cancel such Security (and issue a new
Security in respect of any untransferred portion thereof) as provided in Section 306(a) and
increase the principal amount of the Restricted Global Security or the
Regulation S Global Security, as the case may be, by the specified principal
amount as provided in Section 305(c).


 


(iv)                              Regulation S
Non-Global Security to Restricted Global Security or Regulation S Global
Security.  If the
Holder of a Regulation S Security (other than a Global Security) wishes at
any time to transfer all or any portion of such Security to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the Restricted
Global Security or the Regulation S Global Security, such transfer may be
effected only in accordance with this Clause (b)(iv), Clause (b)(vii) and
Clause (b)(viii)  below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Security
Registrar, of (A) such Security as provided in Section 306(a) and
instructions satisfactory to the Trustee directing that a beneficial interest
in the Restricted Global Security or Regulation S Global Security in a
specified principal amount not greater than the principal amount of such
Security be credited to a specified Agent Member’s account and (B) if the
transfer is to occur during the Restricted Period and the specified account is
to be credited with a beneficial interest in the Restricted Global Security, a
Restricted Securities Certificate satisfactory to the Trustee and duly executed
by such Holder or his attorney duly authorized in writing, then the Trustee, as
Security Registrar but subject to Clause (b)(vii) and Clause (b)(viii) 
below, shall cancel such Security (and issue a new Security in respect of any
untransferred portion thereof) as provided in Section 306(a)


 


32

















 


and increase the principal
amount of the Restricted Global Security or the Regulation S Global Security,
as the case may be, by the specified principal amount as provided in Section 305(c).


 


(v)                                 Non-Global
Security to Non-Global Security.  A Security that is not a Global Security may
be transferred, in whole or in part, to a Person who takes delivery in the form
of another Security that is not a Global Security as provided in Section 306(a),
provided that, if the Security to be transferred in whole or in part is
a Restricted Security, or is a Regulation S Security and the transfer is
to occur during the Restricted Period, then the Trustee shall have received (A) a
Restricted Securities Certificate, satisfactory to the Trustee and duly executed
by the transferor Holder or his attorney duly authorized in writing, in which
case the transferee Holder shall take delivery in the form of a Restricted
Security, or (B) a Regulation S Certificate, satisfactory to the Trustee
and duly executed by the transferor Holder or his attorney duly authorized in
writing, in which case the transferee Holder shall take delivery in the form of
a Regulation S Security (subject in each case to Section 306(c)).


 


(vi)                              Exchanges
between Global Security and Non-Global Security.  A beneficial interest in a Global Security
may be exchanged for a Security that is not a Global Security as provided in Section 305,
provided that, if such interest is a beneficial interest in the
Restricted Global Security, or if such interest is a beneficial interest in the
Regulation S Global Security and such exchange is to occur during the
Restricted Period, then such interest shall be exchanged for a Restricted
Security (subject in each case to Section 306(c)).  A Security that is not a Global Security may
be exchanged for a beneficial interest in a Global Security only if (A) such
exchange occurs in connection with a transfer effected in accordance with
Clause (b)(iii) or (iv) above or (B) such Security is a
Regulation S Security and such exchange occurs after the Restricted
Period; provided that, so long as the Securities are not freely
tradeable pursuant to Rule 144 by Holders who are not Affiliates of the
Company where no conditions of Rule 144 are then applicable, in no event
shall a beneficial interest in a Global Security be credited, or a Non-Global
Security not bearing the Securities Act Legend be issued, to a Person who is an
Affiliate of the Company.


 


(vii)                           Regulation S
Global Security to be Held Through Euroclear or Clearstream during Restricted
Period.  The Company shall use its
commercially reasonable efforts to cause the Depositary to ensure that, until
the expiration of the Restricted Period, beneficial interests in the
Regulation S Global Security may be held only in or through accounts
maintained at the Depositary by Euroclear or Clearstream (or by Agent Members
acting for the account thereof), and no person shall be entitled to effect any
transfer or exchange that would result in any such interest being held
otherwise than in or through such an account; provided that this
Clause (b)(vii) shall not prohibit any transfer or exchange of such
an interest in accordance with Clause (b)(ii) or (vi) above.


 


(viii)                        Transfers of
Securities Held by Affiliates.  Notwithstanding anything to the contrary in
this Section 306(b)(viii), any certificate, (1) evidencing a Security
that has been transferred to an Affiliate of the Company, as evidenced by a
notation on the


 


33

















 


certificate of transfer or
certificate of exchange for such transfer or in the representation letter
delivered in respect thereof or otherwise, or (2) evidencing a Security
that has been acquired from an Affiliate of the Company (other than by an
Affiliate of the Company) in a transaction or a chain of transactions not
involving any public offering or offering pursuant to Regulation S, as
evidenced by a notation on the certificate of transfer or certificate of
exchange for such transfer or in the representation letter delivered in respect
thereof or otherwise, shall, until one year after the last date on which either
the Company or any Affiliate of the Company was an owner of such Security, in
each case, be in the form of a Non-Global Security and bear the Securities Act
Legend subject to the restrictions in this Section 306.  The Registrar shall retain copies of all
letters, notices and other written communications received pursuant to this Section 306(b)(viii).  The Company, at its sole cost and expense,
shall have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon giving reasonable
advance notice to the Trustee.


 


(ix)                                Global Security
to Same Global Security.  Beneficial
interests in any Restricted Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the same
Restricted Global Security in accordance with the transfer restrictions set
forth in the Securities Act Legend and subject to Clause (b)(viii) above; provided,
however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in the Regulation S Global Security may not
be made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser).  Beneficial
interests in any Global Security that do not bear the Securities Act Legend may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Security that does not bear the Securities Act Legend.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 306(b)(ix).


 


(x)                                   Miscellaneous.  The Trustee shall have no obligations 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 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 thereof.


 


(c)                                  Securities Act Legends.  Rule 144A Securities and their successor
securities shall bear a Restricted Securities Legend, and Initial
Regulation S Securities and their successor securities shall bear a
Regulation S Legend, subject to the following:


 


(i)                                     subject to the
following Clauses of this Section 306(c), a Security or any portion
thereof which is exchanged, upon transfer or otherwise, for a Global Security
or any portion thereof shall bear the Securities Act Legend borne by such
Global Security while represented thereby;


 


34

















 


(ii)                                  subject to the
following Clauses of this Section 306(c), a new Security which is not a
Global Security and is issued in exchange for another Security (including a
Global Security) or any portion thereof, upon transfer or otherwise, shall bear
the Securities Act Legend borne by such other Security, provided that,
if such new Security is required pursuant to Section 306(b)(v) or (vi) to
be issued in the form of a Restricted Security, it shall bear a Restricted
Securities Legend and, if such new Security is so required to be issued in the
form of a Regulation S Security, it shall bear a Regulation S Legend;


 


(iii)                               Registered
Securities shall not bear a Securities Act Legend;


 


(iv)                              at any time
after the Securities may be freely transferred without registration under the
Securities Act or without being subject to transfer restrictions pursuant to
the Securities Act, a new Security which does not bear a Securities Act Legend
may be issued in exchange for or in lieu of a Security (other than a Global
Security) or any portion thereof which bears such a legend if the Trustee has
received an Unrestricted Securities Certificate, satisfactory to the Trustee
and duly executed by the Holder of such legended Security or his attorney duly
authorized in writing, and after such date and receipt of such certificate, the
Trustee shall authenticate and deliver such a new Security in exchange for or
in lieu of such other Security as provided in this Article Three;


 


(v)                                 a new Security
which does not bear a Securities Act Legend may be issued in exchange for or in
lieu of a Security (other than a Global Security) or any portion thereof which
bears such a legend if, in the Company’s judgment, placing such a legend upon
such new Security is not necessary to ensure compliance with the registration
requirements of the Securities Act, and the Trustee, at the written direction
of the Company, shall authenticate and deliver such a new Security as provided
in this Article Three; and


 


(vi)                              notwithstanding
the foregoing provisions of this Section 306(c), a successor security of a
Security that does not bear a particular form of Securities Act Legend shall
not bear such form of legend unless the Company has reasonable cause to believe
that such successor security is a “restricted security” within the meaning of Rule 144,
in which case the Trustee, at the direction of the Company, shall authenticate
and deliver a new Security bearing a Restricted Securities Legend in exchange
for such successor security as provided in this Article Three.


 


(d)                                 Applicable Procedures for Delegending.


 


(i)                                     Promptly after
one year has elapsed following the date of original issuance of the Securities,
if the Securities are freely tradeable pursuant to Rule 144 under the
Securities Act by Holders who are not Affiliates of the Company where no
conditions of Rule 144 are then applicable (other than the holding period
requirement in paragraph (d)(l)(ii) of Rule 144 so long as such
holding period requirement is satisfied), the Company shall:


 


35

















 


(1)                                  instruct the Trustee in writing to remove
the Restricted Securities Legend from the Securities by delivering to the
Trustee a certificate in the form of Annex E hereto, and upon such instruction
the Restricted Securities Legend shall be deemed removed from any Global
Securities representing such Securities without further action on the part of
Holders;


 


(2)                                  notify Holders of the Securities that the
Restricted Securities Legend has been removed or deemed removed; and


 


(3)                                  instruct DTC to change the CUSIP number
for the Securities to the unrestricted CUSIP number for the Securities.


 


In no event will the failure of the
Company to comply with the provisions of this paragraph or of the Trustee to
remove the Restricted Securities Legend constitute a failure by the Company to
comply with any of its covenants, warranties or agreements set forth in this
Indenture. Any Restricted Security (or security issued in exchange or
substitution therefor) as to which such restrictions on transfer shall have
expired in accordance with their terms (the date of such expiration being the “Resale
Restriction Termination Date”)  may, upon
surrender of such Restricted Security for exchange to the Registrar in
accordance with the provisions of Article Three of the Indenture, be
exchanged for a new Security or Securities, of like tenor and aggregate
principal amount, which shall not bear the Restricted Securities Legend. The
Issuer shall notify the Trustee in writing upon the occurrence of the Resale
Restriction Termination Date.


 


(ii)                                  Notwithstanding
any provision of this Section 306 to the contrary, in the event that Rule 144
as promulgated under the Securities Act (or any successor rule) is amended to
change the one-year holding period thereunder (or the corresponding period
under any successor rule), (i) each reference in this Section 306(d)(i) to
“one year” and in the Restricted Securities Legend and in Section 202
herein to “ONE YEAR” shall be deemed for all purposes hereof to be references
to such changed period, and (ii) all corresponding references in the
Securities and the Restricted Securities Legends thereon shall be deemed for
all purposes hereof to be references to such changed period, provided, that
such changes shall not become effective if they are otherwise prohibited by, or
would otherwise cause a violation of, the then-applicable federal securities
laws. This Section 306(d) shall apply to successive amendments to Rule 144
(or any successor rule) changing the holding period thereunder.


 


SECTION 307.                                            Mutilated, Destroyed, Lost and Stolen
Securities.  If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of like tenor and principal amount
and bearing a number not contemporaneously outstanding.


 


If there shall be
delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them, any
Subsidiary Guarantor and any agent of any of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser, the Company shall execute and the Trustee
shall


 


36

















 


authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.


 


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


 


Upon the issuance
of any new Security under this Section, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every new Security
issued pursuant to this Section 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 the benefits of this
Indenture equally and proportionately with any and all other Securities duly
issued hereunder.


 


The provisions of
this Section 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 308.                                            Payment of Interest; Interest Rights
Preserved.  Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


 


Any interest on
any Security which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or
(2) below:


 


(1)          The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment.


 


37

















 


The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given to each
Holder in the manner provided in Section 106, not less than 10 days
prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
Clause (2).


 


(2)          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 such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the
foregoing provisions of this Section, 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 309.                                            Persons Deemed Owners. 
Prior to due presentment of a Security for registration of transfer, the
Company, any Subsidiary Guarantor, the Trustee and any agent of the Company,
any Subsidiary Guarantor or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 308)
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, any Subsidiary Guarantor,
the Trustee nor any agent of the Company, any Subsidiary Guarantor or the
Trustee shall be affected by notice to the contrary.


 


SECTION 310.                                            Cancellation. 
All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled 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 cancelled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of in accordance with the Trustee’s customary procedures.


 


SECTION 311.                                            Computation of Interest. 
Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months provided, however, that any overdue
interest and interest on overdue interest on any Securities, shall be computed
on the basis of a 365-day or 366-day year, as the case may be, and the number
of days actually elapsed during the relevant period.


 


38

















 


SECTION 312.                                            CUSIP Numbers. 
The Company in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


SECTION 401.                                            Satisfaction and Discharge of Indenture. 
This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(1)          either


 


(a)                                  all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 307
and (ii) Securities 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 1003)
have been delivered to the Trustee for cancellation; or


 


(b)                                 all such Securities 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, or


 


(iii)                               are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


 


and the Company,
in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose of
discharging its obligations under this Indenture an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such


 


39

















 


deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;


 


(2)          the Company has or any
Subsidiary Guarantors have, jointly or severally, paid or caused to be paid all
other sums payable hereunder by the Company and under any Subsidiary Guarantees
by any Subsidiary Guarantors, as the case may be; and


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Company
to any Authenticating Agent under Section 614 and, if money shall have
been deposited with the Trustee pursuant to subclause (b) of
Clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.


 


SECTION 402.                                            Application of Trust Money. 
Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 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 or any Subsidiary Guarantor acting as the Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.


 


ARTICLE FIVE


 


Remedies


 


SECTION 501.                                            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):


 


(1)          default in the payment of
any interest upon any Security when it becomes due and payable, and continuance
of such default for a period of 30 days; or


 


(2)          default in the payment of
the principal of (or premium, if any, on) any Security at its Maturity; or


 


(3)          default in the performance,
or breach, of Section 801 hereof or Section 1302 hereof (relating to
the obligation of the Company to cause Subsidiaries to become Subsidiary
Guarantors); or


 


(4)          default in the performance,
or breach, of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and


 


40

















 


continuance of such default
or breach for a period of 60 days after there has been given, in the
manner provided in Section 106, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or


 


(5)          a default or defaults under
the terms of any bond(s), debenture(s), note(s) or other evidence(s) of,
or under any mortgage(s), indenture(s), agreement(s) or instrument(s) under
which there may be issued or by which there may be secured or evidenced, any
Indebtedness of the Company or any Restricted Subsidiary with a principal
amount then outstanding, individually or in the aggregate, of at least
$25,000,000, whether such Indebtedness now exists or is hereafter incurred,
which default or defaults (i) shall have resulted in such Indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable or (ii) shall constitute the failure
to pay all or any portion of such Indebtedness at the final stated maturity
thereof (after expiration of any applicable grace period) and such default
shall not have been rescinded or such Indebtedness shall not have been
discharged within 10 days; or


 


(6)          the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company or any Restricted Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company or any Restricted Subsidiary a bankrupt or insolvent, or approving as
properly filed a petition 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 the property
of the Company or any Restricted Subsidiary, or ordering the winding up or
liquidation of the affairs of the Company or any Restricted Subsidiary, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or


 


(7)          the commencement by the
Company or any Restricted Subsidiary of a voluntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company or any Restricted Subsidiary to the
entry of a decree or order for relief in respect of the Company or any
Restricted Subsidiary in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
the Company or any Restricted Subsidiary or the filing by the Company or any
Restricted Subsidiary of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or State law, or the consent by the
Company or


 


41

















 


any Restricted Subsidiary to
the filing of such a petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or any Restricted Subsidiary or of any substantial part
of the property of the Company or any Restricted Subsidiary, or the making by
the Company or any Restricted Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company or any Restricted Subsidiary in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company or any Restricted Subsidiary in
furtherance of any such action.


 


Notwithstanding
the foregoing, (i)  no failure to comply with Section 704 shall be
deemed a default until a period of 120 days has elapsed from such failure, and
any failure to comply with such Section shall be automatically cured when
the Company files (or attempts to file) all required reports with the
Commission and (ii) no failure to comply with Section 306(d)(i) shall
be deemed a default.


 


SECTION 502.                                            Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default (other than an Event
of Default specified in Section 501(6) or (7) that occurs with
respect to the Company) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal and
any accrued interest shall become immediately due and payable.  If an Event of Default specified in Section 501(6) or
(7) involving the Company occurs, the principal of and any accrued
interest on the Securities then Outstanding shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.


 


At any time after
such a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter provided in this Article, the Holders of a majority in principal
amount of the Outstanding Securities, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if


 


(1)          the Company or any
Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to
pay


 


(a)                                  all overdue interest on all Securities,


 


(b)                                 the principal of (and premium, if any,
on) any Securities which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate provided therefor in the
Securities,


 


(c)                                  to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate provided
therefor in the Securities, and


 


(d)                                 all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;


 


and


 


42
















 


(2)   all Events of Default, other
than the non-payment of the principal of Securities which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.


 


No such rescission shall affect any subsequent default or impair any
right consequent thereon.


 


SECTION 503.               Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The
Company covenants that if


 


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


 


(2)   default is made in the
payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof,


 


the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on
such Securities for principal (and premium, if any) and interest, and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any) and on any overdue interest, at the
rate provided therefor in the Securities, 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.


 


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 by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any 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 to enforce any other proper remedy.


 


SECTION 504.               Trustee
May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company, any Subsidiary
Guarantor or any other obligor upon the Securities or the property of the
Company or its creditors or of any Subsidiary Guarantor or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions, including participation as a member,
voting or otherwise, of any committee of creditors, which would be authorized
under the Trust Indenture Act (as if such Act applied) in order to have claims
of the Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be
authorized 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 other 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 to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


 


43

















 


Notwithstanding
the foregoing, no provision of this Indenture 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 or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 505.               Trustee
May Enforce Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or the Securities or any Subsidiary Guarantee may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


 


SECTION 506.               Application
of Money Collected.  Any money
collected by the Trustee pursuant to this Article shall be applied 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 (or premium, if any) or
interest, upon presentation of the 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 607;


 


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


 


THIRD:  To the payment of the remainder, if any, to
the Company, its successors or assigns, or to whoever may be lawfully entitled
to receive the same, or as a court of competent jurisdiction may direct.


 


SECTION 507.               Limitation
on Suits.  No Holder of any Security
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless


 


(1)   such Holder has previously
given written notice to the Trustee of a continuing Event of Default;


 


(2)   the Holders of not less than
25% in principal amount of the Outstanding Securities 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;


 


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


 


44

















 


(4)   the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and


 


(5)   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 principal amount of the Outstanding
Securities;


 


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 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, except in the
manner herein provided and for the equal and ratable benefit of all the
Holders.


 


SECTION 508.                                            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, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 308) interest
on such Security on the respective Stated Maturity expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the written consent of such Holder.


 


SECTION 509.               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 any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall 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 510.               Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 307,
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 511.               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 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.


 


45

















 


SECTION 512.               Control
by Holders.  The Holders of a
majority in principal amount of the Outstanding Securities shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, provided that


 


(1)   such direction shall not be
in conflict with any rule of law or with this Indenture, and


 


(2)   the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.


 


SECTION 513.               Waiver
of Past Defaults.  The Holders of not
less than a majority in principal amount of the Outstanding Securities may on
behalf of the Holders of all the Securities waive any past default hereunder
and its consequences, except a default


 


(1)   in the payment of the
principal of (or premium, if any) or interest on any Security, or


 


(2)   in respect of a covenant or
provision hereof which under Article Nine cannot be modified or amended
without the written consent of the Holder of each Outstanding Security
affected.


 


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 514.               Undertaking
for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs, including legal fees and expenses,
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act (as if such Act applied); provided that this Section shall
not be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company, any Subsidiary
Guarantor, the Trustee or any Holder, or group of Holders, holding in the
aggregate at least 10% in principal amount of the Outstanding Securities or in
any suit instituted by any Holder for the enforcement of principal of (and
premium, if any) or interest on any Security on or after the respective Stated
Maturity expressed in such Security (or, in the case of redemption, on or after
the Redemption Date).


 


SECTION 515.               Waiver
of Stay or Extension 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 wherever enacted, now or
at any time hereafter in force, 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.


 


46

















 


ARTICLE SIX



The Trustee


 


SECTION 601.               Certain
Duties and Responsibilities.  The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act (as if such Act applied). 
Notwithstanding the foregoing, 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.  Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


SECTION 602.               Notice
of Defaults.  Subject to the
provisions of Section 603(i), the Trustee shall give the Holders notice of
any default hereunder as and to the extent provided by the Trust Indenture Act
(as if such Act applied); provided, however, that in the case of
any default of the character specified in Section 501(4), no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof.  For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default.


 


SECTION 603.               Certain
Rights of Trustee.  Subject to the provisions
of Section 601:


 


(a)   the Trustee may conclusively
rely and shall be protected in acting or refraining from acting upon 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;


 


(c)   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, rely upon an Officers’
Certificate;


 


(d)   the Trustee may consult with
counsel of its selection and the 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;


 


(e)   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
reasonably satisfactory to it against the costs, expenses (including reasonable
attorney’s 


 


47

















 


fees and expenses)
and liabilities which might be incurred by it in compliance with such request
or direction;


 


(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, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney upon reasonable
notice during normal business hours;


 


(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
liable for any action taken, suffered, or omitted to be taken by it in good
faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture;


 


(i)    the Trustee shall not be
deemed to have knowledge of any default or Event of Default unless a
responsible officer (with direct responsibility for the administration of this
Indenture) of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture; and


 


(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 to act hereunder.


 


SECTION 604.               Not
Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities and in any Subsidiary Guarantee, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company or the
applicable Subsidiary Guarantor as the case may be, and the Trustee assumes no
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture, the Securities or any Subsidiary Guarantees.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


48

















 


SECTION 605.               May Hold
Securities.  The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, any Subsidiary Guarantor or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company,
any Subsidiary Guarantor and any other obligor upon the Securities and any
Subsidiary Guarantees with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.


 


SECTION 606.               Money
Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company or any Subsidiary Guarantor,
as the case may be.


 


SECTION 607.               Compensation
and Reimbursement. The Company agrees


 


(1)   to pay to the Trustee from
time to time such compensation as shall be agreed in writing between the
Company and the Trustee for all 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 an express trust);


 


(2)   except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
gross negligence or bad faith; and


 


(3)   to indemnify each of the
Trustee and any predecessor Trustee for, and to hold it harmless against, any
and all loss, liability, damage, claim or expense, including taxes (other than
taxes based on the income of the Trustee) incurred without gross negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses, including
reasonable attorney’s fees and expenses, of defending itself against any claim
(whether asserted by the Company, any Subsidiary Guarantor, a Holder or any
other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder.


 


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 607, 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 501(6) or Section 501(7), 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.


 


49

















 


The
provisions of this Section shall survive the resignation or removal of the
Trustee and the termination of this Indenture.


 


SECTION 608.               Disqualification;
Conflicting Interests.


 


If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, this Indenture.


 


SECTION 609.               Corporate
Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
located in the Borough of Manhattan, The City of New York.  If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person 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,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


SECTION 610.               Resignation
and Removal; Appointment of Successor.


 


(a)           No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
under Section 611.


 


(b)           The Trustee may resign at any time by
giving written notice thereof to the Company. 
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 may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(c)           The Trustee may be removed at any
time by Act of the Holders of a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and the Company.  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 removal, the Trustee being removed may petition any
court of competent jurisdiction for the appointment of a successor.


 


(d)           If at any time:


 


(1)   the Trustee shall fail to
comply with Section 608 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


 


(2)   the Trustee shall cease to
be eligible under Section 609 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


 


50

















 


(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 such case, (i) the Company by a Board Resolution may
remove the Trustee, or (ii) subject to Section 514, 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, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of 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. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of all of the Outstanding
Securities delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee and supersede the successor Trustee appointed by
the Company.  If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, 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, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


 


(f)            The Company shall give notice of
each resignation and each removal of the Trustee and each appointment of a
successor Trustee to all Holders in the manner provided in Section 106.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


SECTION 611.               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; but, on written request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.  Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.


 


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


 


51

















 


SECTION 612.               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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


SECTION 613.               Preferential
Collection of Claims Against Company. 
If and when the Trustee shall be or become a creditor of the Company,
any Subsidiary Guarantor or any other obligor upon the Securities or any
Subsidiary Guarantee, the Trustee shall be subject to the provisions of the
Trust Indenture Act (as if such Act applied) regarding the collection of claims
against the Company, any Subsidiary Guarantor or any such other obligor.


 


SECTION 614.               Appointment
of Authenticating Agent.


 


The
Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange, registration of transfer, partial redemption or
pursuant to Section 307, and Securities so authenticated, shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if such Securities had been authenticated by the Trustee
hereunder.  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 shall at all times be a corporation organized and doing business under the
laws of the United States of America, any State thereof 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 authority.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, 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.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.


 


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 all or substantially all of the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation 


 


52

















 


shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company.  The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
reasonably acceptable to the Company and shall send written notice of such
appointment, in the manner provided in Section 106, to all Holders.  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. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.


 


If an
appointment is made pursuant to this Section, the Securities may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an
alternative certificate of authentication in the following form:


 


Dated:


 


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


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


ARTICLE
SEVEN


 


Holders’
Lists and Reports by Trustee and Company


 


SECTION 701.               Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


53
















 


(a)           semi-annually, not more than 15 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 request in writing, within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;


 


excluding from any such list names and addresses received by
the Trustee in its capacity as Security Registrar.


 


SECTION 702.               Preservation
of Information; Communications to Holders.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar.  The Trustee may destroy any list furnished to
it as provided in Section 701 upon receipt of a new list so furnished.


 


(b)           The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and duties of the Trustee, shall
be as provided by the Trust Indenture Act as if this Indenture were subject to
such Act.


 


(c)           Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to applicable law or in accordance with the
provisions of this Indenture.


 


SECTION 703.               [Reserved].


 


SECTION 704.               Reports
by Company and Subsidiaries.


 


(a)           The Company shall file with the
Trustee and transmit to Holders, such information, documents and other reports
as it is required to file with the Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 within 15 days after the same is filed
with the Commission.  Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


(b)           If, at any time, the Company is not
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall provide the Trustee within 15 days after the
time periods specified in  Section 13
or 15(d) of the Exchange Act for a registrant that is not an accelerated
filer or a large accelerated filer with (1) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 


 


54

















 


10-K
if the Company were required to file such forms, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and,
with respect to annual information only, a report thereon by its certified
independent accountants, and (2) all current reports that would be
required to be filed with the SEC on Form 8-K if the Company were required
to file such reports provided, however, that no such current report shall be
required to be furnished if the Company determines in good faith judgment that
such event is not material to holders of Securities or the business, assets,
operations, financial positions or prospects of the Company and its
Subsidiaries, taken as a whole, provided, further, that to the extent the
Company is not subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act:


 


(i)  Sarbanes-Oxley.
No certifications or attestations concerning the financial statements or
disclosure controls and procedures or internal controls that would otherwise be
required pursuant to the Sarbanes-Oxley Act of 2002 shall be required (provided
further, however, that nothing contained in the terms herein shall otherwise
require the Company to comply with the terms of the Sarbanes-Oxley Act of 2002
at any time when it would not otherwise be subject to such statute);


 


(ii) Financial Statements of Acquired Entities.
The financial statements required of acquired businesses shall be limited to
the financial statements (in whatever form) that the Company receives in
connection with the acquisition, and whether or not audited;


 


(iii)Financial Statements of Unconsolidated
Entities. No financial statements of unconsolidated entities shall
be required;


 


(iv)Supplemental Schedules. The schedules
identified in Section 5-04 of Regulation S-X under the Securities Act
shall not be required;


 


(v) Item 402 of Regulation S-K. The
Company may limit the information disclosed in such reports in respect of Item
402 of Regulation S-K under the Securities Act to the information identified in
Item 402 that is included in the offering memorandum dated June 12, 2009
related to the Securities (which disclosure regarding such types of information
shall be presented in a manner consistent in all material respects with the
disclosure contained in such offering memorandum);


 


(vi)Non-U.S. GAAP Financial Measures.
Compliance with the requirements of Item 10(e) of Regulation S-K and
Regulation G shall not be required; and


 


(vii)         Exhibits.
No exhibits pursuant to Item 601 of Regulation S-K under the Securities Act
(other than in respect of material agreements governing Indebtedness) shall be
required.


 


(c)           Whether or not required by the
Commission, the Company shall, if the Commission shall accept the filing, file
a copy of all of the information and reports referred to in subsection (a) and
(b) above with the Commission for public availability within the time
periods specified in the rules and regulations of the Exchange Act for a
registrant that is not an accelerated filer or a large accelerated filer. The
Company shall make the information and reports available to securities analysts
and prospective investors upon request.


 


55

















 


Notwithstanding
the foregoing, no failure to comply with this Section 704 will be deemed
an Event of Default until a period of 120 days has elapsed from such failure,
and any failure to comply with this Section 704 shall be automatically
cured when the Company files (or attempts to file) all required reports with
the Commission.


 


ARTICLE EIGHT



Merger, Consolidation, Etc.


 


SECTION 801.               Mergers,
Consolidations and Certain Transfers, Leases and Acquisitions of Assets.  The Company shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless:


 


(1)           in case the Company
shall consolidate with or merge into another Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed; and


 


(2)           immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of the Company or a Subsidiary as a result of such transaction as
having been incurred by the Company at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing.


 


SECTION 802.               Successor Substituted.  Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or
lease of the properties and assets of the Company substantially as an entirety
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


56

















 


ARTICLE NINE



Supplemental Indentures


 


SECTION 901.               Supplemental
Indentures Without Consent of Holders. 
Without the consent of any Holders, the Company, when authorized by a
Board Resolution of the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1)   to evidence the succession
of another Person to the Company and the assumption by any such successor of
the covenants of the Company herein and in the Securities; or


 


(2)   to add to the covenants of
the Company for the benefit of the Holders, or to surrender any right or power
herein conferred upon the Company; or


 


(3)   to secure the Securities
pursuant to the requirements of Section 1009 or otherwise; or


 


(4)   to provide for the issuance
of Additional Securities in accordance with the provisions of its Indenture; or


 


(5)   to cure any ambiguity, to
correct or supplement any provision herein or in any Subsidiary Guarantee which
may be inconsistent with any other provision herein or in any Subsidiary
Guarantee, or to make any other provisions with respect to matters or questions
arising under this Indenture or any Subsidiary Guarantee which shall not be
inconsistent with the provisions of this Indenture, provided that such
action pursuant to this Clause (5) shall not adversely affect the
interests of the Holders in any material respect; or


 


(6)   to add to, change or
eliminate any of the provisions of this Indenture to permit or facilitate the
issuance of Global Securities and matters related thereto, provided that
such action pursuant to this Clause (6) shall not adversely affect
the interests of the Holders in any material respect.


 


SECTION 902.               Supplemental
Indentures with Consent of Holders. 
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution of
the Company, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
Subsidiary Guarantee or of modifying in any manner the rights of the Holders
under this Indenture or any Subsidiary Guarantee; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


(1)   change the Stated Maturity
of the principal of, or any installment of interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change the place of payment 


 


57

















 


where,
or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


(2)   modify the provisions of any
Subsidiary Guarantee or the provisions of this Indenture relating to any such
Subsidiary Guarantee in any way that shall adversely affect the interests of
each Holder, or


 


(3)   reduce the percentage in
principal amount of the Outstanding Securities, 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 hereunder and their consequences) provided for in
this Indenture, or


 


(4)   modify the obligation of the
Company to make and consummate a Change of Control Offer in the event of a
Change of Control, including, modifying any definition relating thereto, or


 


(5)   modify any of the provisions
of this Section, Section 513 or Section 1011 except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.


 


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


 


SECTION 903.               Execution
of Supplemental Indentures.  In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.               Effect
of Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


SECTION 905.               Reference
in Securities to Supplemental Indentures. 
Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 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
Company, to any such 


 


58

















 


supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


 


ARTICLE TEN


 


Covenants


 


SECTION 1001.             Payment
of Principal, Premium and Interest. 
The Company will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.


 


SECTION 1002.             Maintenance
of Office or Agency.  The Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company or any Subsidiary Guarantor in
respect of the Securities, any Subsidiary Guarantees and this Indenture may be
served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


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


 


SECTION 1003.             Money
for Security Payments to Be Held in Trust. 
If the Company or any Subsidiary Guarantor shall at any time act as the
Paying Agent, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and 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 in writing of its action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents, it will, prior to each due
date of the principal of (and premium, if any) or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee in writing of its
action or failure so to act.


 


59

















 


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, that such Paying
Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent (as if such Act applied) and (ii) during
the continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.


 


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 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.


 


Subject
to any applicable abandoned property laws, any money deposited with the Trustee
or any Paying Agent, or then held by the Company or any Subsidiary Guarantor,
in trust for the payment of the principal of (and premium, if any) or interest
on any Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company or any Subsidiary
Guarantor) 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 a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, 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 publication, any unclaimed balance
of such money then remaining will be repaid to the Company.


 


SECTION 1004.             Statement
by Officers as to Default.  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 default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


The
Company shall deliver to the Trustee, as soon as possible and in any event
within 30 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.


 


60

















 


SECTION 1005.             Existence.


 


Subject
to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence.


 


SECTION 1006.             Maintenance
of Properties.  The Company will
cause all properties used or useful in the conduct of its business or the business
of any Subsidiary Guarantor to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


 


SECTION 1007.             Payment
of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Subsidiaries or upon
the income, profits or property of the Company or any of its Subsidiaries, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any of its Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith and for which
adequate reserves have been established in accordance with generally accepted
accounting principles or which if unpaid would reasonably not be expected to
result in a material adverse effect on the business, results of operations, or
financial condition of the Company and its Subsidiaries, taken as a whole.


 


SECTION 1008.             Maintenance of Insurance.  The Company shall, and shall cause any
Subsidiary Guarantors to, keep at all times all of their properties which are
of an insurable nature insured against loss or damage, and to maintain
liability insurance, with insurers believed by the Company to be responsible to
the extent that property of similar character is usually so insured, or
liability insurance usually is so maintained, by corporations similarly situated
and owning like properties in accordance with good business practice.


 


SECTION 1009.             Limitation
on Liens.  The Company shall not, and
shall not permit any Restricted Subsidiary of the Company to, create, assume or
suffer to exist any Lien securing Indebtedness on (a) any Principal
Property now owned or hereafter acquired by the Company or any Restricted
Subsidiary or (b) shares of capital stock or Indebtedness of any Material
Subsidiary owned by or owing to the Company or any Restricted Subsidiary, or on
any income, revenues or rights in respect of any such capital stock or
Indebtedness, unless the Securities shall be equally and ratably secured.  This restriction shall not apply, however,
to:


 


(i)            Liens existing on the date of this
Indenture; provided that such Liens secure only those obligations which
they secure as of the date of this Indenture;


 


(ii)           Liens on any property securing
Indebtedness incurred or assumed after the date of the Indenture for the
purposes of financing all or any part of the cost of


 


61

















 


purchasing, constructing or
improving such property (including any Capital Lease); provided that
such Lien attaches to such property concurrently with or within 180 days after
the purchase, completion of construction or improvement of such property and
that such Lien applies to no other property of the Company or any Subsidiary;


 


(iii)          any Lien on any property of any Person
existing at the time such Person becomes a Subsidiary of the Company and not
incurred in contemplation of such event;


 


(iv)          any Lien on any property of any Person
existing at the time such Person is merged or consolidated with or into the
Company or any of its Subsidiaries and not incurred in contemplation of such
event;


 


(v)           any Lien on any property existing
prior to the acquisition thereof by the Company or any of its Subsidiaries and
not incurred in contemplation of such acquisition;


 


(vi)          Liens securing any obligations of any
Subsidiary of the Company to the Company or a Subsidiary;


 


(vii)         Liens incurred to extend, renew or
replace Liens referred to in clauses (i) through (vi) above; provided
that any such extension, renewal or replacement Lien shall be limited to the
property covered by the Lien extended, renewed or replaced and that the
obligation secured by such new Lien shall not be greater in amount than the
obligations secured by the Lien extended, renewed or replaced (plus an amount
in respect of reasonable financing fees and related transaction costs);


 


(viii)        Liens incurred pursuant to any
industrial revenue bond or similar conduit financing to secure the related
Indebtedness, so long as such Lien is limited to the property of the related
project;


 


(ix)           Liens on Accounts Receivable that are
the subject of a Permitted Receivables Financing (and any related property that
would ordinarily be subjected to a Lien in connection with such Permitted
Receivables Financing, such as proceeds and records);


 


(x)            Liens for taxes, governmental
assessments, charges or levies in the nature of taxes not yet due and payable,
or Liens for taxes, governmental assessments, charges or levies in the nature
of taxes being contested in good faith and by appropriate proceedings for which
adequate reserves, to the extent required by U.S. GAAP, have been established;


 


(xi)           Liens imposed by law, which were
incurred in the ordinary course of business and do not secure Indebtedness,
such as carriers’ warehousemen’s, materialmen’s, repairmen’s, and mechanic’s
liens and other similar Liens arising in the ordinary course of business,
including without limitation, Liens in respect of litigation claims made or
filed against the Company or any of its Subsidiaries in the ordinary course of
business, and (x) which do not in the aggregate materially detract from the
value of the property or assets subject to such Lien or materially impair the
use of such property in the operation of the business of the Company and its
Subsidiaries or (y) 


 


62

















 


which are being contested in
good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or assets subject to any such
Lien;


 


(xii)          Permitted Encumbrances;


 


(xiii)         utility deposits and pledges or
deposits in connection with the worker’s compensation, unemployment insurance
and other social security legislation, or to secure the performance of tenders,
statutory obligations, surety, customs and appeal bonds, bids, leases,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);


 


(xiv)        landlord’s liens under leases to which
the Company or any of its Subsidiaries is a party;


 


(xv)         Liens arising from precautionary UCC
financing statement or similar filings regarding operating leases; and


 


(xvi)        Liens not otherwise permitted by the
foregoing clauses (i) through (xv) securing Indebtedness in an aggregate
principal amount outstanding at any time not exceeding the greater of (x) $235,000,000
and (y) 15% of Consolidated Net Tangible Assets as at the last day of the
most recently ended fiscal quarter of the Company for which the Company has
publicly issued financial statements.


 


SECTION 1010.             Limitations
on Sale and Leaseback Transactions. 
The Company shall not enter into, or allow any Restricted Subsidiary of
the Company to enter into, any Sale and Leaseback Transaction except for Sale
and Leaseback Transactions:


 


(i)            to which the sole parties are the
Company and one or more Restricted Subsidiaries of the Company;


 


(ii)           which do not involve a lease term of
more than three years; or


 


(iii)          in connection with which the Company
or such Restricted Subsidiary, within 120 days after the effective date of such
Sale and Leaseback Transaction, applies an amount equal to the greater of (a) the
net proceeds of such sale or transfer and (b) the fair value, as
determined by the Company’s Board of Directors at the time of such sale or
transfer, of the Principal Property sold pursuant to the Sale and Leaseback
Transaction,


 


(x)            to the repayment or retirement
(other than mandatory repayment or retirement) of Funded Debt of the Company or
such Restricted Subsidiary; or


 


(y)           to the purchase of other property
that will constitute Principal Property.


 


SECTION 1011.             Waiver
of Certain Covenants. The Company may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1005 through
1010, inclusive, if before the time for such compliance the Holders of at least
a majority in principal amount of the Outstanding Securities shall, by Act of
such Holders, either waive such 


 


63

















 


compliance in such instance or generally waive
compliance with such covenant or condition, 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 Company
and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect.


 


SECTION 1012.             Repurchase
of Securities upon a Change of Control.


 


(a)           If
a Change of Control occurs, each Holder of the Securities shall have the right
to require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Securities
pursuant to an offer described below (a “Change of Control Offer”) at a price
in cash (a “Change of Control Payment”) equal to not less than 101.000% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any,
thereon, to the date of repurchase, subject to the right of the Holders of the
Securities of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date (the “Change of Control Payment Date,” which
date will be no earlier than the date of such Change of Control).   No later than 30 days following any Change
of Control, the Company shall  mail
notice of such Change of Control Offer (describing the transaction or
transactions that constitute the Change of Control) by first-class mail, with a
copy to the Trustee and Registrar, to each Holder of the Securities to the
address of such Holder appearing in the Security Register with a copy to the
Trustee and the Registrar or otherwise in accordance with the procedures of
DTC, with the following information:


 


(i)    that a Change of Control is
being made pursuant to this Section 1012 and that all Securities properly
tendered pursuant to such Change of Control Offer will be accepted by payment
by the Company;


 


(ii)   the purchase price and the
Change of Control Payment Date (which shall be 
no earlier than 30 days and no later than 60 days from the date such
notice is mailed);


 


(iii)  that any Security not
properly tendered will continue to accrue interest pursuant to its terms;


 


(iv)  that, unless the Company
defaults in the payment of the Change of Control Payment, all Securities
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest on and after the Change of Control Payment Date;


 


(v)   that Holders electing to
have a Security purchased pursuant to the Change of Control Offer will be
required to surrender the Security, together with the form entitled “Option of
Holder to Elect Purchase” on the reverse side of the Security completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the Business Day immediately preceding the Change of Control
Payment Date;


 


(vi)  that Holders will be
entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the third Business Day immediately preceding the
Payment Date, a telegram, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Securities delivered for purchase
and a


 


64
















 


statement that
such Holder is withdrawing his election to have such Securities purchased; and


 


(vii)         that Holders whose Securities are being
purchased only in part will be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered; provided that each Security purchased and
each new Security issued shall be in a principal amount of $1,000 or integral
multiples of $1,000 in excess thereof.


 


(viii)        The other instructions, as determined by
the Company, consistent with this Section 1012, that a Holder must follow.


 


The Paying Agent shall promptly mail or wire transfer
to each Holder of the Securities so tendered the Change of Control Payment for
such Securities, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of the Security surrendered; provided that each Security purchased and
each new Security issued shall be in a principal amount of $1,000 or integral
multiples of $1,000 in excess thereof. 
The Company will publicly announce the results of a Change of Control
Offer as soon as practicable after the Payment Date.  The Trustee shall act as the Paying Agent for
a Change of Control Offer.  The Company
will comply with Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that the Company is required to
repurchase Securities pursuant to a Change of Control  Offer.


 


Prior to complying with this Section, but in any event
no later than 30 days following a Change of Control, the Company shall either
repay all outstanding Indebtedness that prohibits the Change of Control Offer
or obtain the requisite consents, if any, under all agreements governing such
outstanding Indebtedness to permit the repurchase of Securities required by
this Section.


 


(b)           On the Change of Control Payment Date,
the Company shall:


 


(i)    accept for payment all Securities or portions
thereof properly tendered pursuant to the Change of Control Offer;


 


(ii)   deposit with the Paying Agent an amount equal to
the Change of Control Payment in respect of all Securities or portions thereof
so tendered; and


 


(iii)  deliver or cause to be delivered to the
Trustee the Securities so accepted together with an Officers’ Certificate
stating the aggregate principal amount of Securities or portions thereof being
purchased by the Company.


 


(c)           The Company shall not be required to make
a Change of Control Offer upon the occurrence of a Change of Control if a third
party makes an offer to purchase the Securities in the manner, at the times and
price and otherwise in compliance with the requirements of this Indenture
applicable to a Change of Control Offer for a Change of Control and purchases
all Securities validly tendered and not withdrawn in such offer to purchase or
if


 


65

















 


notice of redemption has
been given pursuant to Section 1105, unless and until there is a default
in payment of the Redemption Price.


 


ARTICLE
ELEVEN



Redemption of Securities


 


SECTION 1101.     Right of
Redemption.


 


(a)   The Securities may be redeemed in whole or in part, at
any time and from time to time, prior to June 15, 2013, at the option of
the Company, at a Redemption Price equal to the greater of (i) 101% of the
principal amount of such Securities or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon from the
Redemption Date to the applicable maturity date discounted, in either case, to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus any
interest accrued but not paid to the date of redemption.  For the avoidance of doubt, any calculation
of the remaining scheduled payments of principal and interest pursuant to
clause (ii) of the preceding sentence shall not include interest accrued
as of the applicable Redemption Date.


 


(b)   In addition, at any time prior to June 15, 2012,
the Company may redeem up to 35% of the principal amount of the Securities
originally issued (including any Additional Securities originally issued after
the Closing Date) with the net cash proceeds of one or more sales of the
Company’s Capital Stock (other than Disqualified Stock) at a Redemption Price
(expressed as a percentage of principal amount) of 107.875%, plus accrued and
unpaid interest to the Redemption Date (subject to the right of Holders of record
on the relevant Regular Record Date that is on or prior to the Redemption Date
to receive interest due on an Interest Payment Date); provided that at least 65% of the
aggregate principal amount of Securities originally issued (including any
Additional Securities originally issued after the Closing Date) remains
outstanding after each such redemption and notice of any such redemption is
mailed within 60 days of each such sale of Capital Stock.


 


(c)   The Securities may be redeemed at the election of the
Company, in whole or in part, at any time and from time to time on or after June 15,
2013 and prior to maturity, upon not less than 30 nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s last address as it appears
in the Security Register, at the following Redemption Prices (expressed in
percentages of their principal amount), plus accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is on or prior to the Redemption Date to
receive interest due on an Interest Payment Date) if redeemed during the
12-month period commencing on June 15 of the years set forth below:


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  103.938

  	
  %

  
	
  2014

  	
   

  	
  101.969

  	
  %

  
	
  2015
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


66

















 


SECTION 1102.     Applicability
of Article.


 


Redemption
of Securities at the election of the Company, as permitted by any provision of
this Indenture, shall be made in accordance with such provision and this
Article.


 


SECTION 1103.             Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities
pursuant to Section 1101 shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities, the Company shall, at least 5
Business Days prior to the date on which notice of such redemption is given to
Holders of Securities (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Securities to be redeemed. 
In addition, in case of any redemption at the election of the Company,
the Company shall, at least five Business Days prior to the date on which
notice of such redemption is given to Holders of Securities (unless a shorter
notice shall be satisfactory to the Trustee), furnish the Trustee with an
Officers’ Certificate evidencing compliance with Section 1101 (after
giving effect to such proposed redemption).


 


SECTION 1104.             Selection by Trustee of Securities to Be Redeemed. If less than all the Securities are to
be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $1,000 or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than
$1,000.


 


The
Trustee shall promptly notify the Company and each 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 the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed.


 


SECTION 1105.             Notice of Redemption.  Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.


 


All
notices of redemption shall identify the Securities (including CUSIP number) to
be redeemed and shall state:


 


(1)   the Redemption Date,


 


(2)   the Redemption Price,


 


67

















 


(3)   if less than all the
Outstanding Securities are to be redeemed, the identification (and, in the case
of partial redemption of any Securities, the principal amounts) of the particular
Securities to be redeemed,


 


(4)   that on the Redemption Date
the Redemption Price will become due and payable upon each such Security to be
redeemed and that interest thereon will cease to accrue on and after said date,


 


(5)   the place or places where such
Securities are to be surrendered for payment of the Redemption Price, and


 


(6)   the aggregate principal
amount of all Securities that will have been redeemed pursuant to Section 1101
through and including the Redemption Date for which such notice is being given.


 


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, by the Trustee in
the name and at the expense of the Company.


 


SECTION 1106.             Deposit of Redemption Price.  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
Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


SECTION 1107.             Securities Payable on Redemption Date.  Notice of
redemption having been given as aforesaid, the Securities 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 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 at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 308.


 


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 provided therefor in the
Security.


 


SECTION 1108.             Securities Redeemed in Part.  Any Security
which is to be redeemed only in part shall be surrendered at an office or
agency of the Company designated for that purpose pursuant to Section 1002
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security


 


68

















 


without service charge, a new Security or Securities
(each with, if applicable, a Subsidiary Guarantee of each Subsidiary Guarantor
executed by such Subsidiary Guarantor), 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.


 


ARTICLE
TWELVE



Defeasance and Covenant Defeasance


 


SECTION 1201.             Company’s Option to Effect Defeasance or Covenant Defeasance. 
The Company may at its option by Board Resolution, at any time, elect to
have either Section 1202 or Section 1203 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article Twelve.


 


SECTION 1202.             Defeasance and Discharge.  Upon the
Company’s exercise of the option provided in Section 1201 applicable to
this Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities on and after the date
the conditions set forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same) and (ii) any Subsidiary
Guarantor shall be released from all of its obligations under its Subsidiary
Guarantee, except for the following which shall survive until otherwise
terminated or discharged hereunder:  (A) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1204 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest on
such Securities when such payments are due, (B) the Company’s obligations
with respect to such Securities under Sections 304, 305, 306, 307, 1002 and
1003, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Twelve.  Subject to compliance with this Article Twelve
the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203.


 


SECTION 1203.             Covenant Defeasance.  Upon the
Company’s exercise of the option provided in Section 1201 applicable to
this Section, (i) the Company  shall
be released from its obligations under Sections 1006 through 1010,
inclusive, and Clause (3) of Section 801 and (ii) the occurrence
of an event specified in Sections 501(4) (with respect to any of Sections
1006 through 1010, inclusive) and 501(5) shall not be deemed to be an
Event of Default on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). 
For this purpose, such covenant defeasance means that (a) 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, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any
such Section, Clause or Article to any other provision herein or in any
other document and (b) any Subsidiary Guarantors shall be released from
all of their obligations under their Subsidiary Guarantees; but the remainder
of this Indenture and such Securities shall be unaffected thereby.


 


69

















 


SECTION 1204.             Conditions to Defeasance or Covenant Defeasance. 
The following shall be the conditions to application of either Section 1202
or Section 1203 to the then Outstanding Securities:


 


(1)   The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 609, who shall
agree to comply with the provisions of this Article Twelve applicable to
it) 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 Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, the principal
of, and premium, if any, and each installment of interest on the Securities on
the Stated Maturity of such principal or installment of interest in accordance
with the terms of this Indenture and of such Securities.


 


(2)   In the case of an election
under Section 1202, the Company shall have delivered to the Trustee an
opinion of independent counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(y) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities will not recognize gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred.


 


(3)   In the case of an election
under Section 1203, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the Outstanding Securities
will not recognize gain or loss for Federal income tax purposes as a result of
such deposit and covenant defeasance and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance had not occurred.


 


(4)   The Company shall have
delivered to the Trustee an Officers’ Certificate to the effect that the
Securities, if then listed on any securities exchange or approved for trading
in any automated quotation system, will not be delisted or disapproved for such
trading as a result of such deposit.


 


(5)   No Event of Default or event
which with notice or lapse of time or both would become an Event of Default
shall have occurred and be continuing on the date of such deposit or, insofar
as subsections 501(6) and (7) are concerned, at any time during the


 


70

















 


period
ending on the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).


 


(6)   Such defeasance or covenant
defeasance shall not cause the Trustee to have a conflicting interest within
the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).


 


(7)   Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by
which it is bound.


 


(8)   The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to either the
defeasance under Section 1202 or the covenant defeasance under Section 1203
(as the case may be) have been complied with.


 


(9)   Such defeasance or covenant
defeasance shall not result in the Trustee or the trust arising from such
deposit constituting an investment company as defined in the Investment Company
Act of 1940, as amended from time to time, or such trust shall be
qualified under such act or exempt from regulation thereunder and the Company
shall have delivered to the Trustee an Opinion of Counsel to that effect.


 


SECTION 1205.                                      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 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee—collectively, for purposes of this Section 1205,
the “Trustee”) pursuant to Section 1204 in respect of the Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company or any Subsidiary Guarantor
acting as the Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


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 1204 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities.


 


Anything
in this Article Twelve to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request and be
relieved of all liability with respect to any money or U.S. Government
Obligations held by it as provided in Section 1204 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 an
equivalent defeasance or covenant defeasance.


 


71

















 


SECTION 1206.             Reinstatement.  If the Trustee or the Paying
Agent is unable to apply any money in accordance with Section 1202 or 1203
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article Twelve
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 1202 or 1203; provided, however,
that if the Company makes any payment of principal of (and premium, if any) or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or the Paying Agent.


 


ARTICLE
THIRTEEN


 


Subsidiary
Guarantee


 


SECTION 1301.     [Reserved]


 


SECTION 1302.             Subsidiary Guarantors.  If any
Subsidiary of the Company shall become a subsidiary guarantor under, and as
such term is defined in, the Credit Agreements, the Company shall cause such
Subsidiary concurrently to become a Subsidiary Guarantor by executing and
delivering to the Trustee (a) a Subsidiary Guarantee substantially in the
form established pursuant to Annex D hereof and (b) an Opinion of Counsel
to the effect that such Subsidiary Guarantee has been duly authorized and
executed by such Person and constitutes the valid, binding and enforceable
obligation of such Person (subject to customary exceptions concerning creditors’
rights and equitable principles). Notwithstanding the preceding sentence, in no
event shall a Foreign Subsidiary become a Subsidiary Guarantor.


 


A
Subsidiary Guarantee shall be executed by manual signature on behalf of each respective
Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, Chief Executive
Officer, President or Chief Financial Officer or Vice Presidents, attested by
its Secretary or Assistant Secretary.


 


A
Subsidiary Guarantee bearing the manual signatures of individuals who were at
any time the proper officers of a Subsidiary Guarantor shall bind such
Subsidiary Guarantor, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the execution and delivery of the
Subsidiary Guarantee or did not hold such offices at the date of such
Subsidiary Guarantee.


 


SECTION 1303.             Subsidiary Guarantors May Consolidate,  Etc., on Certain Terms. 
Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of any Subsidiary Guarantor with or into
the Company or any other Subsidiary Guarantor or shall prevent any sale or
conveyance of the property of any Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company or any other Subsidiary Guarantor.


 


SECTION 1304.             Release of Subsidiary Guarantors.  If a
Subsidiary Guarantor is no longer a subsidiary guarantor under, and as such
term is defined in, the Credit Agreements, and if the Company shall deliver to
the Trustee an Officers’ Certificate certifying to that effect as of the


 


72

















 


date of such Officers’ Certificate, then
automatically, without the requirement of any further action by the Company,
such Subsidiary or the Trustee, such Subsidiary shall cease to be a Subsidiary
Guarantor hereunder and shall have no further obligation or liability under its
Subsidiary Guarantee.  The Trustee shall,
at the Company’s expense, execute and deliver such instruments as the Company
may reasonably request to evidence such termination.


 






 


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


 


73

















 


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


 


	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Kelsey

  
	
   

  	
   

  	
  Name: David H. Kelsey

  
	
   

  	
   

  	
  Title: Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Ellerin

  
	
   

  	
   

  	
  Name: Jack Ellerin

  
	
   

  	
   

  	
  Title: Vice President

  



 


74
















 


ANNEX A — Form of

Regulation S Certificate


 


REGULATION S CERTIFICATE


 


(For transfers pursuant to § 306(b)(i), (iii) and
(v)

of the Indenture)


 


U.S. Bank National Association,


as Trustee


100 Wall Street, 16th Floor


New York, New York 10005


Attention:  Corporate Trust Department


 


	
  Re:

  	
   

  	
  77/8% Senior Notes due 2017 of

  
	
   

  	
   

  	
  Sealed Air Corporation (the “Securities”)

  



 


Reference
is made to the Indenture, dated as of June 18, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to U.S. Bank National Association,
as Trustee.  Terms used herein and
defined in the Indenture or in Regulation S under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.


 


This
certificate relates to U.S.
$                        
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


CUSIP
No(s).


 


CERTIFICATE
No(s).


 


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Securities or (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly
authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented
by a Global Security, they are held through the Depositary or an Agent Member
in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.


 


The
Owner has requested that the Specified Securities be transferred to a person
(the “Transferee”) who will take delivery in the form of a Regulation S
Security (the “Transfer”).  In connection
with such transfer, the Owner hereby certifies that, unless such transfer is
being effected pursuant to an effective registration statement under the
Securities Act, it is being effected in accordance with Rule 903 or Rule 904
under the Securities Act and with all applicable securities laws of the states
of the United States and other jurisdictions. 
Accordingly, the Owner hereby further certifies as follows:


 


A-1

















 


Rule 903 or Rule 904 Transfers.  If the transfer is being effected pursuant to Rule 903
or Rule 904:


 


(i)            the Transfer is not being made to a
person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed
in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States;


 


(ii)           no directed selling efforts have been
made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act;


 


(iii)          the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act; and


 


(iv)          if the proposed transfer is being made
prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser).  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Non-Global Security will be
subject to the restrictions on Transfer enumerated in the Indenture and the
Securities Act.


 


o CHECK IF OWNER IS AN AFFILIATE OF THE ISSUER AS
CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE.


 


o CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUER AS
CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, any Subsidiary Guarantors and the Initial
Purchasers.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print the name of the
  Undersigned, as such term is defined in the second paragraph of this
  certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


	
   

  	
  (If the Undersigned is
  a corporation, partnership or fiduciary, the title of the person signing on
  behalf of the Undersigned must be stated.)

  



 


A-3

















 


ANNEX B — Form of 

Restricted Securities Certificate


 


RESTRICTED SECURITIES CERTIFICATE


 


(For transfers pursuant to § 306(b)(ii), (iii), (iv) and
(v)

of the Indenture)


 


U.S. Bank National Association,


as Trustee


100 Wall Street, 16th Floor


New York, New York 10005


Attention:  Corporate Trust
Department


 


Re:  77/8% Senior Notes due 2017 of  

Sealed Air Corporation (the “Securities”)


 


Reference
is made to the Indenture, dated as of June 18, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to U.S. Bank National Association,
as Trustee.  Terms used herein and
defined in the Indenture or in Rule 144A under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.


 


This
certificate relates to U.S.
$                          
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


CUSIP
No(s).


 


CERTIFICATE
No(s).


 


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Securities or (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly
authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented
by a Global Security, they are held through the Depositary or an Agent Member
in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Security, they are registered in the name of the Undersigned,
as or on behalf of the Owner.


 


The
Owner has requested that the Specified Securities be transferred to a person
(the “Transferee”) who will take delivery in the form of a Restricted Security
(the “Transfer”).  In connection with
such transfer, the Owner hereby certifies that, unless such transfer is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 144A under the
Securities Act and all applicable securities laws of the states of the United
States and other jurisdictions. 
Accordingly, the Owner hereby further certifies that:


 


B-1

















 


Rule 144A Transfers.  The beneficial interest or Non-Global
Security is being transferred to a Person that the Owner  reasonably believes is purchasing the
beneficial interest or Non-Global Security for its own account, or for one or
more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States.


 


o CHECK IF OWNER IS AN AFFILIATE OF THE ISSUER AS
CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE.


 


o CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUER AS
CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, any Subsidiary Guarantors and the Initial
Purchasers.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print the name of the
  Undersigned, as such term is defined in the second paragraph of this
  certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  (If
  the Undersigned is a corporation, partnership or fiduciary, the title of the
  person signing on behalf of the Undersigned must be stated.)

  



 


B-2

















 


ANNEX C — Form of
Unrestricted

Securities Certificate


 


UNRESTRICTED SECURITIES CERTIFICATE


 


(For removal of Securities Act Legends pursuant to §
306(c))


 


U.S. Bank National Association,


as Trustee


100 Wall Street, 16th Floor


New York, New York 10005


Attention:  Corporate Trust
Department


 


Re:          77/8% Senior Notes due 2017 of 

Sealed Air Corporation (the “Securities”)


 


Reference
is made to the Indenture, dated as of June 18, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to U.S. Bank National Association,
as Trustee.  Terms used herein and
defined in the Indenture or in Rule 144 under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.


 


This
certificate relates to U.S.
$                          
principal amount of Securities, which are evidenced by the following certificate(s) (the
“Specified Securities”):


 


CUSIP
No(s).


 


CERTIFICATE
No(s).


 


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Securities or (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly
authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented
by a Global Security, they are held through the Depositary or an Agent Member
in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.


 


The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 306(c) of
the Indenture (the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies that the Exchange is
occurring after a holding period of at least one year (computed in accordance
with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an Affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an Affiliate of the Company.  The Owner also acknowledges that any future
transfers of the Specified Securities must comply with all applicable
securities laws of the states of the United States and other jurisdictions and
also certifies that:


 


C-1

















 


(i)            the beneficial interest or
Non-Global Security is being acquired for the Owner’s own account without
transfer,


 


(ii)           such Exchange has been effected in
compliance with the transfer restrictions applicable to the Specified
Securities and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the “Securities Act”),


 


(iii)          the restrictions on transfer contained
in the Indenture and the Securities Act Legend are not required in order to
maintain compliance with the Securities Act, and


 


(iv)          the beneficial interest or the
Non-Global Security is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, any Subsidiary Guarantors and the Initial
Purchasers.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print the name of the
  Undersigned, as such term is defined in the second paragraph of this
  certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  (If the Undersigned is a corporation, partnership or
  fiduciary, the title of the person signing on behalf of the Undersigned must
  be stated.

  



 


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ANNEX D — Form of
Subsidiary

Guarantee


 


Form of Subsidiary Guarantee


 


SUBSIDIARY GUARANTEE


 


For
value received, the Subsidiary Guarantor named below, as of the date hereof,
hereby unconditionally guarantees to the Holders of the 77/8% Senior
Notes due 2017 (the “Securities”), issued pursuant to an Indenture dated as of June 18,
2009 between Sealed Air Corporation (the “Company”) and U.S. Bank National
Association, as Trustee (the “Indenture”), for the benefit of whom this
Subsidiary Guarantee is executed and delivered, and to the Trustee on behalf of
such Holders, the due and punctual payment of the principal of (and premium, if
any) and interest on such Securities when and as the same shall become due and
payable, whether at the Stated Maturity, by acceleration, call for redemption,
or otherwise, according to the terms thereof and of the Indenture referred to
therein.  In case of the failure of the
Company punctually to make any such payment, the Subsidiary Guarantor hereby
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, or otherwise, and as if such payment were made by the Company.


 


The
Subsidiary Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or the Indenture, the absence of any action to enforce the same,
any creation, exchange, release or non-perfection of any Lien on any collateral
for, or any release or amendment or waiver of any term of any other guarantee
of, or any consent to departure from any requirement of any other guarantee of,
all or of any of the Securities, the election by the Trustee or any of the
Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the
application of Section 1111(b)(2) of the Bankruptcy Code, any
borrowing or grant of a security interest by the Company, as
debtor-in-possession, under Section 364 of the Bankruptcy Code, the
disallowance, under Section 502 of the Bankruptcy Code, of all or any
portion of the claims of the Trustee or any of the Holders for payment of any
of the Securities, any waiver or consent by the Holder of such Security or by
the Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.  The Subsidiary Guarantor hereby waives the
benefits of diligence, presentment, demand of payment, any requirement that the
Trustee or any of the Holders protect, secure, perfect or insure any security
interest in or other Lien on any property subject thereto or exhaust any right
or take any action against the Company or any other Person or any collateral,
filing of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest or notice
with respect to such Security or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Subsidiary Guarantee will not be
discharged, while it remains a Subsidiary Guarantor, except by complete
performance of the obligations contained in such Security and in this
Subsidiary Guarantee.  The Subsidiary
Guarantor hereby agrees that, in the event of a default in payment of principal
(or premium, if any) or interest on such Security, whether at their Stated
Maturity, by 


 


D-1

















 


acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Security, subject to the terms and conditions set forth in the Indenture,
directly against the Subsidiary Guarantor to enforce this Subsidiary Guarantee
without first proceeding against the Company. 
The Subsidiary Guarantor agrees that if, after the occurrence and during
the continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities, to collect interest on the Securities,
or to enforce or exercise any other right or remedy with respect to the
Securities, the Subsidiary Guarantor agrees to pay to the Trustee for the
account of the Holders, upon demand therefor, the amount that would otherwise
have been due and payable had such rights and remedies been permitted to be
exercised by the Trustee or any of the Holders.


 


No
reference herein to the Indenture and no provision of this Subsidiary Guarantee
or of the Indenture shall alter or impair the Subsidiary Guarantee of the
Subsidiary Guarantor, which is absolute and unconditional, of the due and
punctual payment of the principal (and premium, if any) and interest on the
Securities.


 


The
Subsidiary Guarantor shall be subrogated to all rights of the Holders of the
Securities against the Company in respect of any amounts paid by the Subsidiary
Guarantor on account of the Securities pursuant to the provisions of this
Subsidiary Guarantee; provided, however, that the Subsidiary
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest on all of the Securities issued under the
Indenture shall have been paid in full.


 


This
Subsidiary Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company’s assets.


 


The
obligations of the Subsidiary Guarantor hereunder are limited to the maximum
amount that would cause the obligations of the Subsidiary Guarantor under this
Subsidiary Guarantee not to constitute a fraudulent conveyance or fraudulent
transfer under Federal or State law, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor (including,
without limitation, any guarantees under the Credit Agreements) and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its
contribution obligations set forth in the following paragraph.  To the fullest extent permitted by law, this
Subsidiary Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise
be restored or returned by any obligee on the Securities, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Securities shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


D-2

















 


To the
extent that any Subsidiary Guarantor shall be required to pay any amounts on
account of the Securities pursuant to its Subsidiary Guarantee in excess of the
greater of (i) the amount of the economic benefit actually received by
such Subsidiary Guarantor from the issuance of the Securities and (ii) an
amount calculated as the product of (A) the aggregate amount payable by
the Subsidiary Guarantors on account of the Securities pursuant to the
Subsidiary Guarantees times (B) the proportion (expressed as a fraction)
that such Subsidiary Guarantor’s net worth at the date enforcement of the
Subsidiary Guarantees is sought bears to the aggregate net worth of all
Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be
reimbursed by the other Subsidiary Guarantors for the amount of such excess,
pro rata, based upon the respective net worth of such other Subsidiary
Guarantors at the date enforcement of the Subsidiary Guarantees is sought.  This paragraph is intended only to define the
relative rights of Subsidiary Guarantors as among themselves, and nothing set
forth in this paragraph is intended to or shall impair the joint and several
obligations of Subsidiary Guarantors under their respective Subsidiary
Guarantees.


 


The
Subsidiary Guarantor shall have the right to seek contribution from any
non-paying Subsidiary Guarantor so long as the exercise of such right does not
impair the rights of the Holders under this Subsidiary Guarantee.


 


Notwithstanding
any other provision of this Subsidiary Guarantee or the Indenture, the
Subsidiary Guarantor shall be released from this Subsidiary Guarantee if and
when it ceases to be a subsidiary guarantor under, and as such term is defined
in, the Credit Agreements, as provided in the Indenture.


 


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


 


All
terms used in this Subsidiary Guarantee shall have the meanings assigned to
them in the Indenture.


 


This
Subsidiary Guarantee shall not be valid or obligatory for any purpose until
delivered to the Trustee.


 


THIS
SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.


 


D-3

















 


IN
WITNESS WHEREOF, the Subsidiary Guarantor has caused this Subsidiary Guarantee
to be duly executed.


 


 


	
   

  	
  [               ]

  
	
   

  	
  As Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  [Officer]

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


D-4

















 


ANNEX E — Form of
Free Transferability

Certificate


 


U.S. Bank National Association


100 Wall Street, 16th Floor,


New York, New York  10005


Attention: Corporate Trust Administration


 


Re:          77/8% Senior Notes due 2017; CUSIP: 81211K AN0; ISIN:
US81211KAN00


 


Dear Sir/Madam:


 


Reference is hereby made to the Indenture, dated as of June 18,
2009 (the “Indenture”), between Sealed Air Corporation, as issuer (the “Company”),
and U.S. Bank National Association, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


Whereas the 77/8%
Senior Notes due 2017 (the “Securities”) have become freely tradable without
restrictions by non-affiliates of the Company pursuant to Rule 144(b)(l) under
the Securities Act, in accordance with Section 306(d) of the Indenture,
pursuant to which the Securities were issued, the Company hereby instructs you
that:


 


(i) the Restrictive Securities Legend described in Section 202
of the Indenture and set forth on the Securities shall be deemed removed from
the Securities, in accordance with the terms and conditions of the Securities
and as provided in the Indenture, without further action on the part of
Holders; and


 


(ii) the restricted CUSIP number and restricted ISIN number for
the Securities shall be deemed removed from the Securities and replaced with
the unrestricted CUSIP number (81211K AP5) and unrestricted ISIN number
(US81211KAP57), respectively, set forth therein, in accordance with the terms
and conditions of the Securities and as provided in the Indenture, without
further action on the part of Holders.


 


	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-1