exv4w10







    Exhibit 4.10



 


 




    WESTERN
    GAS PARTNERS, LP

    WESTERN GAS PARTNERS FINANCE CORPORATION

    and

    [THE GUARANTORS PARTY HERETO — IF ANY]

    to

    [TRUSTEE]

    Trustee

    INDENTURE

    Dated as of
    [          ]

    SUBORDINATED DEBT SECURITIES



 












 







    WESTERN
    GAS PARTNERS, LP



 




    Certain
    Sections of this Indenture relating to Sections 310

    through 318, inclusive, of the Trust Indenture Act of 1939,
    as amended
    



 


	 	 	 	 	 
	

    Trust Indenture Act Section


	
 
	
    Indenture Section

	 

	

    Section 310(a)(1). 


	
 
	 
	
    609
	 

	

    (a)(2). 


	
 
	 
	
    609
	 

	

    (a)(3). 


	
 
	 
	
    Not Applicable
	 

	

    (a)(4). 


	
 
	 
	
    Not Applicable
	 

	

    (b)


	
 
	 
	
    608
	 

	

    Section 311(a)


	
 
	 
	
    613
	 

	

    (b)


	
 
	 
	
    613
	 

	

    Section 312(a)


	
 
	 
	
    701
	 

	
 
	
 
	 
	
    702
	 

	

    (b)


	
 
	 
	
    702
	 

	

    (c)


	
 
	 
	
    702
	 

	

    Section 313(a)


	
 
	 
	
    703
	 

	

    (b)


	
 
	 
	
    703
	 

	

    (c)


	
 
	 
	
    703
	 

	

    (d)


	
 
	 
	
    703
	 

	

    Section 314(a)


	
 
	 
	
    704
	 

	

    (a)(4). 


	
 
	 
	
    101
	 

	

    (b)


	
 
	 
	
    Not Applicable
	 

	

    (c)(1). 


	
 
	 
	
    102
	 

	

    (c)(2). 


	
 
	 
	
    102
	 

	

    (c)(3). 


	
 
	 
	
    Not Applicable
	 

	

    (d)


	
 
	 
	
    Not Applicable
	 

	

    (e)


	
 
	 
	
    102
	 

	

    Section 315(a)


	
 
	 
	
    601
	 

	

    (b)


	
 
	 
	
    602
	 

	

    (c)


	
 
	 
	
    601
	 

	

    (d)


	
 
	 
	
    601
	 

	

    (e)


	
 
	 
	
    514
	 

	

    Section 316(a)


	
 
	 
	
    101
	 

	

    (a)(1)(A)


	
 
	 
	
    502
	 

	
 
	
 
	 
	
    512
	 

	

    (a)(1)(B)


	
 
	 
	
    513
	 

	

    (a)(2). 


	
 
	 
	
    Not Applicable
	 

	

    (b)


	
 
	 
	
    508
	 

	

    (c)


	
 
	 
	
    104
	 

	

    Section 317(a)(1). 


	
 
	 
	
    503
	 

	

    (a)(2). 


	
 
	 
	
    504
	 

	

    (b)


	
 
	 
	
    1003
	 

	

    Section 318(a)


	
 
	 
	
    107
	 









 



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




    

    i








 







    Table of
    Contents



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
    APPLICATION


	
 
	 
	
    1
	 

	

    Section 101.
    


	
 
	
    Definitions
	
 
	 
	
    1
	 

	

    Section 102.
    


	
 
	
    Compliance Certificates and Opinions
	
 
	 
	
    8
	 

	

    Section 103.
    


	
 
	
    Form of Documents Delivered to Trustee
	
 
	 
	
    8
	 

	

    Section 104.
    


	
 
	
    Acts of Holders; Record Dates
	
 
	 
	
    9
	 

	

    Section 105.
    


	
 
	
    Notices, Etc., to Trustee, Issuers and Guarantors
	
 
	 
	
    11
	 

	

    Section 106.
    


	
 
	
    Notice to Holders; Waiver
	
 
	 
	
    11
	 

	

    Section 107.
    


	
 
	
    Conflict with Trust Indenture Act
	
 
	 
	
    11
	 

	

    Section 108.
    


	
 
	
    Effect of Headings and Table of Contents
	
 
	 
	
    11
	 

	

    Section 109.
    


	
 
	
    Successors and Assigns
	
 
	 
	
    11
	 

	

    Section 110.
    


	
 
	
    Separability Clause
	
 
	 
	
    11
	 

	

    Section 111.
    


	
 
	
    Benefits of Indenture
	
 
	 
	
    12
	 

	

    Section 112.
    


	
 
	
    Governing Law
	
 
	 
	
    12
	 

	

    Section 113.
    


	
 
	
    Legal Holidays
	
 
	 
	
    12
	 

	

    Section 114.
    


	
 
	
    No Adverse Interpretation of Other Agreements
	
 
	 
	
    12
	 

	

    Section 115.
    


	
 
	
    Joint Obligations
	
 
	 
	
    12
	 

	

    Section 116.
    


	
 
	
    No Personal Liability of Directors, Officers, Employees and
    Stockholders
	
 
	 
	
    12
	 

	

    Section 117.
    


	
 
	
    Language of Notices, Etc
	
 
	 
	
    12
	 

	

    Section 118.
    


	
 
	
    Force Majeure
	
 
	 
	
    12
	 

	

    Section 119.
    


	
 
	
    Waiver of Jury Trial
	
 
	 
	
    12
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE II SECURITY FORMS


	
 
	 
	
    13
	 

	

    Section 201.
    


	
 
	
    Forms Generally
	
 
	 
	
    13
	 

	

    Section 202.
    


	
 
	
    Form of Face of Security as to which the Co-Issuer Is Co-Issuer
	
 
	 
	
    13
	 

	

    Section 203.
    


	
 
	
    Form of Reverse of Security as to which the Co-Issuer Is
    Co-Issuer
	
 
	 
	
    15
	 

	

    Section 204.
    


	
 
	
    Form of Legend for Global Securities
	
 
	 
	
    18
	 

	

    Section 205.
    


	
 
	
    Form of Trustee’s Certificate of Authentication
	
 
	 
	
    18
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE III THE SECURITIES


	
 
	 
	
    18
	 

	

    Section 301.
    


	
 
	
    Amount Unlimited; Issuable in Series
	
 
	 
	
    18
	 

	

    Section 302.
    


	
 
	
    Denominations
	
 
	 
	
    21
	 

	

    Section 303.
    


	
 
	
    Execution, Authentication, Delivery and Dating
	
 
	 
	
    21
	 

	

    Section 304.
    


	
 
	
    Temporary Securities
	
 
	 
	
    22
	 

	

    Section 305.
    


	
 
	
    Registration, Registration of Transfer and Exchange
	
 
	 
	
    23
	 

	

    Section 306.
    


	
 
	
    Mutilated, Destroyed, Lost and Wrongfully Taken Securities
	
 
	 
	
    25
	 

	

    Section 307.
    


	
 
	
    Payment of Interest; Interest Rights Preserved
	
 
	 
	
    25
	 

	

    Section 308.
    


	
 
	
    Persons Deemed Owners
	
 
	 
	
    26
	 

	

    Section 309.
    


	
 
	
    Cancellation
	
 
	 
	
    26
	 

	

    Section 310.
    


	
 
	
    Computation of Interest
	
 
	 
	
    27
	 

	

    Section 311.
    


	
 
	
    CUSIP Numbers
	
 
	 
	
    27
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE IV SATISFACTION AND DISCHARGE


	
 
	 
	
    27
	 

	

    Section 401.
    


	
 
	
    Satisfaction and Discharge of Indenture
	
 
	 
	
    27
	 

	

    Section 402.
    


	
 
	
    Application of Trust Money
	
 
	 
	
    28
	 





    

    ii








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE V REMEDIES


	
 
	 
	
    28
	 

	

    Section 501.
    


	
 
	
    Events of Default
	
 
	 
	
    28
	 

	

    Section 502.
    


	
 
	
    Acceleration of Maturity; Rescission and Annulment
	
 
	 
	
    29
	 

	

    Section 503.
    


	
 
	
    Collection of Indebtedness and Suits for Enforcement by Trustee
	
 
	 
	
    30
	 

	

    Section 504.
    


	
 
	
    Trustee May File Proofs of Claim
	
 
	 
	
    30
	 

	

    Section 505.
    


	
 
	
    Trustee May Enforce Claims Without Possession of Securities
	
 
	 
	
    30
	 

	

    Section 506.
    


	
 
	
    Application of Money Collected
	
 
	 
	
    31
	 

	

    Section 507.
    


	
 
	
    Limitation on Suits
	
 
	 
	
    31
	 

	

    Section 508.
    


	
 
	
    Unconditional Right of Holders to Receive Principal, Premium and
    Interest and to Convert
	
 
	 
	
    31
	 

	

    Section 509.
    


	
 
	
    Restoration of Rights and Remedies
	
 
	 
	
    31
	 

	

    Section 510.
    


	
 
	
    Rights and Remedies Cumulative
	
 
	 
	
    32
	 

	

    Section 511.
    


	
 
	
    Delay or Omission Not Waiver
	
 
	 
	
    32
	 

	

    Section 512.
    


	
 
	
    Control by Holders
	
 
	 
	
    32
	 

	

    Section 513.
    


	
 
	
    Waiver of Past Defaults
	
 
	 
	
    32
	 

	

    Section 514.
    


	
 
	
    Undertaking for Costs
	
 
	 
	
    32
	 

	

    Section 515.
    


	
 
	
    Waiver of Usury, Stay or Extension Laws
	
 
	 
	
    32
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE VI THE TRUSTEE


	
 
	 
	
    33
	 

	

    Section 601.
    


	
 
	
    Certain Duties and Responsibilities
	
 
	 
	
    33
	 

	

    Section 602.
    


	
 
	
    Notice of Defaults
	
 
	 
	
    33
	 

	

    Section 603.
    


	
 
	
    Certain Rights of Trustee
	
 
	 
	
    34
	 

	

    Section 604.
    


	
 
	
    Not Responsible for Recitals or Issuance of Securities
	
 
	 
	
    35
	 

	

    Section 605.
    


	
 
	
    May Hold Securities
	
 
	 
	
    35
	 

	

    Section 606.
    


	
 
	
    Money Held in Trust
	
 
	 
	
    35
	 

	

    Section 607.
    


	
 
	
    Compensation and Reimbursement
	
 
	 
	
    35
	 

	

    Section 608.
    


	
 
	
    Conflicting Interests
	
 
	 
	
    36
	 

	

    Section 609.
    


	
 
	
    Corporate Trustee Required; Eligibility
	
 
	 
	
    36
	 

	

    Section 610.
    


	
 
	
    Resignation and Removal; Appointment of Successor
	
 
	 
	
    36
	 

	

    Section 611.
    


	
 
	
    Acceptance of Appointment by Successor
	
 
	 
	
    37
	 

	

    Section 612.
    


	
 
	
    Merger, Conversion, Consolidation or Succession to Business
	
 
	 
	
    38
	 

	

    Section 613.
    


	
 
	
    Preferential Collection of Claims Against Issuers
	
 
	 
	
    38
	 

	

    Section 614.
    


	
 
	
    Appointment of Authenticating Agent
	
 
	 
	
    38
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
    COMPANY


	
 
	 
	
    39
	 

	

    Section 701.
    


	
 
	
    Issuers to Furnish Trustee Names and Addresses of Holders
	
 
	 
	
    39
	 

	

    Section 702.
    


	
 
	
    Preservation of Information; Communications to Holders
	
 
	 
	
    39
	 

	

    Section 703.
    


	
 
	
    Reports by Trustee
	
 
	 
	
    40
	 

	

    Section 704.
    


	
 
	
    Reports by Issuers
	
 
	 
	
    40
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
    LEASE


	
 
	 
	
    40
	 

	

    Section 801.
    


	
 
	
    Issuers May Consolidate, Etc., Only on Certain Terms
	
 
	 
	
    40
	 

	

    Section 802.
    


	
 
	
    Successor Substituted
	
 
	 
	
    41
	 





    

    iii








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE IX SUPPLEMENTAL INDENTURES


	
 
	 
	
    41
	 

	

    Section 901.
    


	
 
	
    Supplemental Indentures Without Consent of Holders
	
 
	 
	
    41
	 

	

    Section 902.
    


	
 
	
    Supplemental Indentures With Consent of Holders
	
 
	 
	
    42
	 

	

    Section 903.
    


	
 
	
    Execution of Supplemental Indentures
	
 
	 
	
    43
	 

	

    Section 904.
    


	
 
	
    Effect of Supplemental Indentures
	
 
	 
	
    44
	 

	

    Section 905.
    


	
 
	
    Conformity with Trust Indenture Act
	
 
	 
	
    44
	 

	

    Section 906.
    


	
 
	
    Reference in Securities to Supplemental Indentures
	
 
	 
	
    44
	 

	

    Section 907.
    


	
 
	
    Subordination Unimpaired
	
 
	 
	
    44
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE X COVENANTS


	
 
	 
	
    44
	 

	

    Section 1001.
    


	
 
	
    Payment of Principal, Premium and Interest
	
 
	 
	
    44
	 

	

    Section 1002.
    


	
 
	
    Maintenance of Office or Agency
	
 
	 
	
    44
	 

	

    Section 1003.
    


	
 
	
    Money for Securities Payments to Be Held in Trust
	
 
	 
	
    45
	 

	

    Section 1004.
    


	
 
	
    Existence
	
 
	 
	
    45
	 

	

    Section 1005.
    


	
 
	
    Statement by Officers as to Default
	
 
	 
	
    45
	 

	

    Section 1006.
    


	
 
	
    Waiver of Certain Covenants
	
 
	 
	
    46
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE XI REDEMPTION OF SECURITIES


	
 
	 
	
    46
	 

	

    Section 1101.
    


	
 
	
    Applicability of Article
	
 
	 
	
    46
	 

	

    Section 1102.
    


	
 
	
    Election to Redeem; Notice to Trustee
	
 
	 
	
    46
	 

	

    Section 1103.
    


	
 
	
    Selection by Trustee of Securities to Be Redeemed
	
 
	 
	
    46
	 

	

    Section 1104.
    


	
 
	
    Notice of Redemption
	
 
	 
	
    47
	 

	

    Section 1105.
    


	
 
	
    Deposit of Redemption Price
	
 
	 
	
    48
	 

	

    Section 1106.
    


	
 
	
    Securities Payable on Redemption Date
	
 
	 
	
    48
	 

	

    Section 1107.
    


	
 
	
    Securities Redeemed in Part
	
 
	 
	
    48
	 

	

    Section 1108.
    


	
 
	
    No Limit on Repurchases
	
 
	 
	
    48
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE XII SINKING FUNDS


	
 
	 
	
    49
	 

	

    Section 1201.
    


	
 
	
    Applicability of Article
	
 
	 
	
    49
	 

	

    Section 1202.
    


	
 
	
    Satisfaction of Sinking Fund Payments with Securities
	
 
	 
	
    49
	 

	

    Section 1203.
    


	
 
	
    Redemption of Securities for Sinking Fund
	
 
	 
	
    49
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE


	
 
	 
	
    49
	 

	

    Section 1301.
    


	
 
	
    Issuers’ Option to Effect Defeasance or Covenant Defeasance
	
 
	 
	
    49
	 

	

    Section 1302.
    


	
 
	
    Defeasance and Discharge
	
 
	 
	
    49
	 

	

    Section 1303.
    


	
 
	
    Covenant Defeasance
	
 
	 
	
    50
	 

	

    Section 1304.
    


	
 
	
    Conditions to Defeasance or Covenant Defeasance
	
 
	 
	
    50
	 

	

    Section 1305.
    


	
 
	
    Deposited Money and U.S. Government Obligations to Be Held in
    Trust; Miscellaneous Provisions
	
 
	 
	
    51
	 

	

    Section 1306.
    


	
 
	
    Reinstatement
	
 
	 
	
    52
	 

	
 
	
 
	
	
 
	 
	

    ARTICLE XIV GUARANTEES


	
 
	 
	
    52
	 

	

    Section 1401.
    


	
 
	
    Guarantees
	
 
	 
	
    52
	 





    

    iv








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE XV SUBORDINATION OF SECURITIES


	
 
	 
	
    55
	 

	

    Section 1501.
    


	
 
	
    Securities Subordinate to Senior Debt
	
 
	 
	
    55
	 

	

    Section 1502.
    


	
 
	
    Payment Over of Proceeds Upon Dissolution, Etc
	
 
	 
	
    55
	 

	

    Section 1503.
    


	
 
	
    Prior Payment to Senior Debt Upon Acceleration of Securities
	
 
	 
	
    56
	 

	

    Section 1504.
    


	
 
	
    No Payment When Senior Debt in Default
	
 
	 
	
    56
	 

	

    Section 1505.
    


	
 
	
    Payment Permitted in Certain Situations
	
 
	 
	
    57
	 

	

    Section 1506.
    


	
 
	
    Subrogation to Rights of Holders of Senior Debt
	
 
	 
	
    57
	 

	

    Section 1507.
    


	
 
	
    Provisions Solely to Define Relative Rights
	
 
	 
	
    58
	 

	

    Section 1508.
    


	
 
	
    Trustee to Effectuate Subordination
	
 
	 
	
    58
	 

	

    Section 1509.
    


	
 
	
    No Waiver of Subordination Provisions
	
 
	 
	
    58
	 

	

    Section 1510.
    


	
 
	
    Notice to Trustee
	
 
	 
	
    58
	 

	

    Section 1511.
    


	
 
	
    Reliance on Judicial Order or Certificate of Liquidating Agent
	
 
	 
	
    59
	 

	

    Section 1512.
    


	
 
	
    Trustee Not Fiduciary For Holders of Senior Debt
	
 
	 
	
    59
	 

	

    Section 1513.
    


	
 
	
    Rights of Trustee as Holder of Senior Debt; Preservation of
    Trustees Rights
	
 
	 
	
    59
	 

	

    Section 1514.
    


	
 
	
    Article Applicable to Paying Agents
	
 
	 
	
    59
	 










    

    v








 






    INDENTURE, dated as of
    [          ],
    among WESTERN GAS PARTNERS, LP, a limited partnership duly
    organized and existing under the laws of the State of Delaware
    (herein called the “Company”), and
    WESTERN GAS PARTNERS FINANCE CORPORATION, a corporation duly
    organized and existing under the laws of the State of Delaware
    (the “Co-Issuer”; the term
    “Issuers” referring herein to the
    Company and, except as otherwise specified herein, the
    Co-Issuer), each having its principal office at 1201 Lake Robins
    Drive, The Woodlands, Texas 77380, [the Guarantors (as defined
    hereinafter), each having its principal office at 1201 Lake
    Robins Drive, The Woodlands, Texas 77380,] and [Trustee],
    as Trustee (herein called the “Trustee”).



 




    RECITALS
    OF THE ISSUERS



 



    The Issuers have duly authorized the execution and delivery of
    this Indenture to provide for the issuance from time to time of
    unsecured debentures, notes or other evidences of indebtedness
    (herein called the “Securities”) of the
    Issuers to be issued in one or more series as in this Indenture
    provided.



 



    Each of the Initial Guarantors has duly authorized the execution
    and delivery of this Indenture to provide for the guarantee by
    such Initial Guarantor of such series of Securities as to which
    such guarantee has been made applicable as provided herein.



 



    All things necessary to make this Indenture a valid agreement of
    the Issuers and of the Initial Guarantors in accordance with its
    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 or of series thereof, as follows:



 




    ARTICLE I

    



 




    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 GAAP;



 



    (4) unless the context otherwise requires, any reference to
    an “Article” or a “Section” refers to an
    Article or a Section, as the case may be, of this Indenture;



 



    (5) 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;



 



    (6) when used with respect to any Security, the words
    “convert”, “converted” and
    “conversion” are intended to refer to the right of the
    Holder or the Issuers to convert or exchange such Security into
    or for securities or other property in accordance with such
    terms, if any, as may hereafter be specified for such Security
    as contemplated by Section 301, and these words are
    not intended to refer to any right of the Holder or the Issuers
    to exchange such Security for other Securities of the same
    series and like tenor pursuant to Section 304,
    305, 306, 906 or 1107 or another
    similar provision of this Indenture, unless the













 






    context otherwise requires; and references herein to the terms
    of any Security that may be converted mean such terms as may be
    specified for such Security as contemplated in
    Section 301; and



 



    (7) unless the context otherwise requires, any reference to
    “duly provided for” and other words of similar import
    with respect to any amount or property required to be paid or
    delivered, as applicable, shall include, without limitation,
    having made such amount or property available for payment or
    delivery.



 



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



 



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



 



    “Applicable Procedures” of a Depositary means,
    with respect to any matter at any time, the policies and
    procedures of such Depositary, if any, that are applicable to
    such matter at such time.



 



    “Authenticating Agent” means, when used with
    respect to Securities of any series, any Person authorized by
    the Trustee to act on behalf of the Trustee to authenticate the
    Securities of such series.



 



    “Board of Directors” means (i) with
    respect to the Company, either the board of directors of the
    General Partner or any duly authorized committee of that board
    or (ii) with respect to the Co-Issuer, either the board of
    directors of the Co-Issuer or any duly authorized committee of
    that board.



 



    “Board Resolution” means (i) with respect
    to the Company, a copy of a resolution certified by the
    Secretary or an Assistant Secretary of the General Partner to
    have been duly adopted by the Board of Directors with respect to
    the Company on behalf of the Company and to be in full force and
    effect on the date of such certification or (ii) with
    respect to the Co-Issuer, a copy of a resolution certified by
    the Secretary or an Assistant Secretary of the Co-Issuer to have
    been duly adopted by the Board of Directors with respect to the
    Co-Issuer and to be in full force and effect on the date of such
    certification, and, in the case of clause (i) or (ii),
    delivered to the Trustee. Where any provision of this Indenture
    refers to action to be taken pursuant to a Board Resolution of
    an Issuer (including the establishment of any series of the
    Securities and the forms and terms thereof), any such action may
    be taken by (i) in the case of a Board Resolution of the
    Company, any officer or employee of the General Partner
    authorized to take such action on behalf of the Company by the
    Board of Directors with respect to the Company as evidenced by a
    Board Resolution of the Company or (ii) in the case of a
    Board Resolution of the Co-Issuer, any officer or employee of
    the Co-Issuer authorized to take such action by the Board of
    Directors with respect to the Co-Issuer as evidenced by a Board
    Resolution of the Co-Issuer.



 



    “Business Day”, when used with respect to any
    Place of Payment, means each Monday, Tuesday, Wednesday,
    Thursday and Friday which is not a day on which banking
    institutions in that Place of Payment are authorized or
    obligated by law or executive order to close; provided that,
    when used with respect to any Security, “Business Day”
    may have such other meaning, if any, as may be specified for
    such Security as contemplated by Section 301.



 



    “Capital Stock” means:



 



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



 



    (2) in the case of a limited liability company or similar
    entity, any membership or similar interests therein;



 



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



 



    (4) in the case of a partnership, partnership interests
    (whether general or limited); and



 



    (5) 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.




    

    2








 






    “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.



 



    “Corporate Trust Office” means the
    designated office of the Trustee in
    [          ]
    at which at any particular time its corporate trust business
    shall be administered and which, at the date hereof, is located
    at
    [          ,
    Attention:          ],
    or at such other address as the Trustee may designate from time
    to time by notice to the Holders and the Company, or the
    principal corporate trust office of any successor Trustee.



 



    “corporation” means (i) except for
    purposes of clause (y) of Section 801(1), a
    corporation, association, company (including a limited liability
    company), joint-stock company, business trust or other similar
    entity or (ii) solely for purposes of clause (y) of
    Section 801(1) or clause (y) of
    Section 1004, a corporation.



 



    “Covenant Defeasance” has the meaning specified
    in Section 1303.



 



    “Credit Agreement” means the credit agreement
    dated as
    of          ,          ,
    among the Company, the financial institutions party thereto as
    lenders,
    and          ,
    as administrative agent, together with related documents thereto
    including any guarantee agreements and security documents, as
    amended, modified supplemented, restated, renewed, refunded,
    replaced, restructured repaid or refinanced from time to time
    (including any agreement extending the maturity thereof or
    increasing the amount of available borrowings thereunder or
    adding entities as additional borrowers or guarantors
    thereunder) whether with the original agents and lenders or
    otherwise and whether provided under the original credit
    agreement or other credit agreements or otherwise.



 



    “Defaulted Interest” has the meaning specified
    in Section 307.



 



    “Defeasance” has the meaning specified in
    Section 1302.



 



    “Depositary” means, with respect to Securities
    of any series issuable in whole or in part in the form of one or
    more Global Securities, a clearing agency that is designated to
    act as depositary for such Securities as contemplated by
    Section 301.



 



    “DTC” has the meaning specified in
    Section 104.



 



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



 



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



 



    “Exchange Act” means the Securities Exchange
    Act of 1934 and any statute successor thereto, in each case as
    amended from time to time.



 



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



 



    “GAAP” means, at any time, (i) generally
    accepted accounting principles set forth in the opinions and
    pronouncements of the Accounting Principles Board of the
    American Institute of Certified Public Accountants and
    statements and pronouncements of the Financial Accounting
    Standards Board or in such other statements by such other entity
    as have been approved by a significant segment of the accounting
    profession in the United States or (ii) if at such time the
    Company is required to prepare its financial statements for
    reports filed with the Commission under Section 13 or 15(d)
    of the Exchange Act pursuant to standards other than those
    specified in clause (i) (which may include International
    Financial Reporting Standards), such other standards, in each
    case which are in effect at such time.



 



    “General Partner” means Western Gas Holdings,
    LLC, a Delaware limited liability company, and its successors
    and permitted assigns as general partner of the Company.




    

    3








 






    “Global Security” means a Security that
    evidences all or part of the Securities of any series and bears
    the legend set forth in Section 204 (or such legend
    as may be specified as contemplated by Section 301
    for such Securities).



 



    “Guarantee” means a guarantee of any Securities
    by a Guarantor as contemplated by Article XIV;
    provided that the term “Guarantee,” when used with
    respect to any Security or with respect to the Securities of any
    series, means a guarantee of such Security or of the Securities
    of such series, respectively, by a Guarantor of such Security or
    of the Securities of such series, respectively, as contemplated
    by Article XIV.



 



    “Guarantor” means each of the Initial
    Guarantors and any other Person who shall have become a
    Guarantor under this Indenture pursuant to
    Section 901 hereof, in each case unless and until a
    successor Person shall have become such pursuant to the
    applicable provisions of this Indenture, at which time
    references to such Guarantor shall mean such successor Person;
    provided that the term “Guarantor,” when used, with
    respect to the Securities of any series, means the Persons who
    shall from time to time be the guarantors of Securities of such
    series as contemplated by Article XIV.



 



    “Guarantor’s Board of Directors” means,
    with respect to any Guarantor, either the board of directors of
    such Guarantor or any duly authorized committee of that board.



 



    “Guarantor’s Board Resolution” means, with
    respect to any Guarantor, a copy of a resolution certified by
    the Secretary or an Assistant Secretary of such Guarantor to
    have been duly adopted by such Guarantor’s Board of
    Directors and to be in full force and effect on the date of such
    certification, and delivered to the Trustee. Where any provision
    of this Indenture refers to action to be taken pursuant to a
    Guarantor’s Board Resolution, such action may be taken by
    any officer or employee of such Guarantor authorized to take
    such action by such Guarantor’s Board of Directors as
    evidenced by a Guarantor’s Board Resolution.



 



    “Guarantor’s Officers’ Certificate”
    means, with respect to any Guarantor, a certificate signed by
    any two of the following: a Chairman of the Board, a Chief
    Executive Officer, a President, a Vice President, a Treasurer,
    an Assistant Treasurer, a Secretary or an Assistant Secretary of
    such Guarantor, or any other officer or officers of such
    Guarantor designated in a writing by or pursuant to authority of
    such Guarantor’s Board of Directors and delivered to the
    Trustee from time to time.



 



    “Guarantor Request” or “Guarantor
    Order” means, with respect to any Guarantor, a written
    request or order signed in the name of such Guarantor by any two
    of the following: a Chairman of the Board, a Chief Executive
    Officer, a President, a Vice President, a Treasurer, an
    Assistant Treasurer, its Secretary or an Assistant Secretary of
    such Guarantor, or any other officer or officers of such
    Guarantor designated in writing by or pursuant to authority of
    such Guarantor’s Board of Directors and delivered to the
    Trustee from time to time. In the event that Guarantor’s
    Requests relating to the same matter shall be delivered by two
    or more Guarantors on the same date, such requests may be
    combined into a single document, provided that the requests made
    by each Guarantor therein shall be several and not joint
    requests of each such Guarantor.



 



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



 



    “Indebtedness” means, with respect to any
    Person, without duplication, any indebtedness of such Person,
    whether or not contingent: (i) in respect of borrowed
    money; (ii) evidenced by bonds, notes, debentures or
    similar instruments or letters of credit (or reimbursement
    agreements in respect thereof); (iii) in respect of
    banker’s acceptances; (iv) representing capital lease
    obligations; (v) representing the balance deferred and
    unpaid of the purchase price of any property, except any such
    balance that constitutes an accrued expense or trade payable; or
    (vi) representing any hedging obligation, if and to the
    extent any of the foregoing indebtedness (other than letters of
    credit and hedging obligations) would appear as a liability upon
    a balance sheet of such Person prepared in accordance with GAAP.
    In addition, the term “Indebtedness” includes
    (x) all indebtedness of any other Person, of the types
    described above in clauses (i) through (vi), secured by a
    lien on any asset of such Person (whether or not such
    indebtedness is assumed by such Person), and (y) to the
    extent not otherwise included, the guarantee by such Person of
    any indebtedness of any other Person of the types described
    above in clauses (i) through (vi).




    

    4








 






    “Indenture” means this instrument as originally
    executed and as it may from time to time be supplemented or
    amended by one or more indentures supplemental hereto entered
    into pursuant to the applicable provisions hereof, 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. The term
    “Indenture” shall also include the terms
    of any particular series or specific Securities within a series
    and of any Guarantees thereof established as contemplated by
    Section 301.



 



    “Initial Guarantor” or “Initial
    Guarantors” means [if any, insert names — may
    include Anadarko Gathering Company LLC, a Delaware limited
    liability company, MIGC LLC, a Delaware limited liability
    company, Pinnacle Gas Treating LLC, a Texas limited liability
    company, Western Gas Operating, LLC, a Delaware limited
    liability company, Western Gas Wyoming, L.L.C., a Wyoming
    limited liability company, and WGR Operating, LP, a Delaware
    limited partnership.]



 



    “interest”, when used with respect to an
    Original Issue Discount Security which by its terms bears
    interest only after Maturity, means interest payable after
    Maturity.



 



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



 



    “Issuers” means, with respect to any series of
    Securities, the Company and, if the Co-Issuer is a co-issuer
    with respect thereto, the Co-Issuer. With respect to any series
    of Securities as to which the Co-Issuer is not a co-issuer, any
    reference herein to “Issuers” shall be deemed to refer
    to and include solely the Company.



 



    “Issuer Request” or “Issuer
    Order” means a written request or order (x) signed
    (i) in the name of the Company by the General Partner on
    behalf of the Company by any two of the following: a Chairman of
    the Board, a Chief Executive Officer, a President, a Vice
    President, a Treasurer, an Assistant Treasurer, its Secretary or
    an Assistant Secretary of the General Partner, or any other
    officer or officers of the General Partner designated in writing
    by or pursuant to authority of the Board of Directors with
    respect to the Company and (ii) if such request or order
    relates to a series of Securities as to which the Co-Issuer is a
    co-issuer,
    in addition, in the name of the Co-Issuer by any two of the
    following: a Chairman of the Board, a Chief Executive Officer, a
    President, a Vice President, a Treasurer, an Assistant
    Treasurer, its Secretary or an Assistant Secretary of the
    Co-Issuer, or any other officer or officers of the Co-Issuer
    designated in writing by or pursuant to authority of the Board
    of Directors with respect to the Co-Issuer and
    (y) delivered to the Trustee from time to time.



 



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



 



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



 



    “Officers’ Certificate” means a
    certificate (x) signed by (i) any two of the
    following: a Chairman of the Board, a Chief Executive Officer, a
    President, a Vice President, a Treasurer, an Assistant
    Treasurer, a Secretary or an Assistant Secretary of the General
    Partner, or any other officer or officers of the General Partner
    designated in a writing by or pursuant to authority of the Board
    of Directors with respect to the Company and (ii) in
    addition, if such certificate relates to a series of Securities
    as to which the Co-Issuer is a co-issuer, in the name of the
    Co-Issuer by any two of the following: a Chairman of the Board,
    a Chief Executive Officer, a President, a Vice President, a
    Treasurer, an Assistant Treasurer, its Secretary or an Assistant
    Secretary of the Co-Issuer, or any other officer or officers of
    the Co-Issuer designated in writing by or pursuant to authority
    of the Board of Directors with respect to the Co-Issuer and
    (y) delivered to the Trustee from time to time.



 



    “Opinion of Counsel” means a written opinion of
    counsel, who may be an employee of or counsel for an Issuer, the
    General Partner or a Guarantor.



 



    “Original Issue Discount Security” means any
    Security which provides for an amount less than the principal
    amount thereof to be due and payable upon a declaration of
    acceleration of the Maturity thereof pursuant to
    Section 502.




    

    5








 






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



 



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



 



    (2) 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 Issuers) in trust or set
    aside and segregated in trust by the Company (if the Company
    shall act as its own Paying Agent) for the Holders of such
    Securities; provided that, if such Securities are to be
    redeemed, notice of such redemption has been duly given pursuant
    to this Indenture or provision therefor satisfactory to the
    Trustee has been made;



 



    (3) Securities as to which Defeasance has been effected
    pursuant to Section 1302;



 



    (4) Securities which have been paid pursuant to
    Section 306 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 Issuers; and



 



    (5) Securities as to which any property deliverable upon
    conversion thereof has been delivered (or such delivery has been
    duly provided for), or as to which any other particular
    conditions have been satisfied, in each case as may be provided
    for such Securities as contemplated in Section 301;



 



    provided, however, that in determining whether the
    Holders of the requisite principal amount of the Outstanding
    Securities have given, made or taken any request, demand,
    authorization, direction, notice, consent, waiver or other
    action hereunder as of any date, (A) the principal amount
    of an Original Issue Discount Security which shall be deemed to
    be Outstanding shall be the amount of the principal thereof
    which would be due and payable as of such date upon acceleration
    of the Maturity thereof to such date pursuant to
    Section 502, (B) if, as of such date, the
    principal amount payable at the Stated Maturity of a Security is
    not determinable, the principal amount of such Security which
    shall be deemed to be Outstanding shall be the amount as
    specified or determined as contemplated by
    Section 301, (C) the principal amount of a
    Security denominated in one or more foreign currencies,
    composite currencies or currency units which shall be deemed to
    be Outstanding shall be the U.S. dollar equivalent,
    determined as of such date in the manner provided as
    contemplated by Section 301, of the principal amount
    of such Security (or, in the case of a Security described in
    Clause (A) or (B) above, of the amount determined as
    provided in such Clause), and (D) Securities owned by an
    Issuer, any Guarantor of the Securities or any other obligor
    upon the Securities or any Affiliate of an Issuer or any such
    Guarantor 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,
    waiver or other action, 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 an Issuer or any Guarantor of such Securities or any other
    obligor upon the Securities or any Affiliate of an Issuer or a
    Guarantor of the Securities or such other obligor.



 



    “Paying Agent” means any Person authorized by
    the Issuers to pay the principal of or any premium or interest
    on any Securities on behalf of the Issuers.



 



    “Person” means any individual, corporation,
    partnership, joint venture, trust, unincorporated organization
    or government or any agency or political subdivision thereof.



 



    “Place of Payment”, when used with respect to
    the Securities of any series and subject to
    Section 1002, means the place or places where the
    principal of and any premium and interest on the Securities of
    that series are payable as specified as contemplated by
    Section 301.



 



    “Predecessor Security” of any particular
    Security means every previous Security evidencing all or a
    portion of the same debt as that evidenced by such particular
    Security; and, for the purposes of this definition, any Security
    authenticated and delivered under Section 306 in
    exchange for or in lieu of a mutilated,




    

    6








 






    destroyed, lost or wrongfully taken Security shall be deemed to
    evidence the same debt as the mutilated, destroyed, lost or
    wrongfully taken Security.



 



    “Prospectus” means the base prospectus dated
    [          ],
    2009 of the Issuers or any like base prospectus relating to
    Securities to be offered hereunder of the Issuers prepared from
    time to time hereafter and filed with the Commission pursuant to
    Rule 424(b) under the Securities Act.



 



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



 



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



 



    “Regular Record Date” for the interest payable
    on any Interest Payment Date on the Securities of any series
    means the date specified for that purpose as contemplated by
    Section 301.



 



    “Responsible Officer”, when used with respect
    to the Trustee, means any officer of the Trustee within the
    corporate trust department, including any Vice President,
    assistant secretary, assistant treasurer, assistant cashier,
    trust officer, assistant trust officer or assistant controller
    assigned to the Corporate Trust Office, or any other
    officer of the Trustee customarily performing functions similar
    to those performed by any of the above designated officers and
    also means, with respect to a particular corporate trust matter,
    any other officer of the Trustee to whom such matter is referred
    because of his knowledge of and familiarity with the particular
    subject, and who shall have direct responsibility for the
    administration of this Indenture.



 



    “Securities” has the meaning stated in the
    first recital of this Indenture and more particularly means any
    Securities authenticated and delivered under this Indenture.



 



    “Securities Act” means the Securities Act of
    1933 and any statute successor thereto, in each case as amended
    from time to time.



 



    “Security Register” and “Security
    Registrar” have the respective meanings specified in
    Section 305.



 



    “Senior Debt” means, with respect to an Issuer:
    (a) indebtedness of such Issuer under or in respect of the
    Credit Agreement, whether for principal, interest (including
    interest accruing after the filing of a petition initiating any
    proceeding pursuant to any bankruptcy law, whether or not the
    claim for such interest is allowed as a claim in such
    proceeding), reimbursement obligations, fees, commissions,
    expenses, indemnities or other amounts; and (b) any other
    Indebtedness of such Issuer permitted under the terms of this
    Indenture, unless the instrument under which such Indebtedness
    is incurred expressly provides that it is on a parity with or
    subordinated in right of payment to the Securities.
    Notwithstanding the foregoing, “Senior Debt” will not
    include: (i) Equity Interests; (ii) any liability for
    federal, state, local or other taxes due or owed by such Issuer;
    (iii) any Indebtedness of such Issuer to any Subsidiaries
    or Affiliates of the Company; (iv) any trade payables; or
    (v) any Indebtedness that is incurred in violation of this
    Indenture.



 



    “Senior Guarantor Debt” means, with respect to
    any Guarantor: (a) indebtedness of such Guarantor under or
    in respect of the Credit Agreement, whether for principal,
    interest (including interest accruing after the filing of a
    petition initiating any proceeding pursuant to any bankruptcy
    law, whether or not the claim for such interest is allowed as a
    claim in such proceeding), reimbursement obligations, fees,
    commissions, expenses, indemnities or other amounts; and
    (b) any other Indebtedness permitted under the terms of
    this Indenture, unless the instrument under which such
    Indebtedness is incurred expressly provides that it is on a
    parity with or subordinated in right of payment to such
    Guarantor’s Guarantee of the Securities. Notwithstanding
    the foregoing, “Senior Guarantor Debt” will not
    include: (i) Equity Interests; (ii) any liability for
    federal, state, local or other taxes due or owed by such
    Guarantor; (iii) any Indebtedness of such Guarantor to any
    of its Subsidiaries or Affiliates; (iv) any trade payables;
    or (v) any Indebtedness that is incurred in violation of
    this Indenture.



 



    “Special Record Date” for the payment of any
    Defaulted Interest means a date fixed by the Trustee pursuant to
    Section 307.




    

    7








 






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



 



    “Subsidiary” means any Person a majority of the
    combined voting power of the total outstanding ownership
    interests in which is, at the time of determination,
    beneficially owned or held, directly or indirectly, by the
    Company or one or more other Subsidiaries. For this purpose,
    “voting power” means power to vote in an ordinary
    election of directors (or, in the case of a Person that is not a
    corporation, ordinarily to appoint or approve the appointment of
    Persons holding similar positions), whether at all times or only
    as long as no senior class of ownership interests has such
    voting power by reason of any contingency.



 



    “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 or include each Person who is
    then a Trustee hereunder, and if at any time there is more than
    one such Person, “Trustee” as used with respect to the
    Securities of any series shall mean the Trustee with respect to
    Securities of that series.



 



    “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.



 



    “Uniform Commercial Code” means the Uniform
    Commercial Code in effect in the State of Delaware or the State
    of New York, as applicable, in each case as amended from time to
    time.



 



    “U.S. Government Obligation” has the
    meaning specified in Section 1304.



 



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



 



    Section 102.  Compliance
    Certificates and Opinions.  Upon any
    application or request by the Issuers or a Guarantor to the
    Trustee to take any action under any provision of this
    Indenture, the Issuers or such Guarantor, as the case may be,
    shall furnish to the Trustee such certificates and opinions as
    may be required under the Trust Indenture Act;
    provided, however, that no such opinion shall be
    required in connection with the issuance of Securities that are
    part of any series as to which such an opinion has been
    furnished. Each such certificate or opinion shall be given in
    the form of an Officers’ Certificate, if to be given by an
    officer of an Issuer or the General Partner, or a
    Guarantor’s Officers’ Certificate, if to be given by
    an officer of any Guarantor, or an Opinion of Counsel, if to be
    given by counsel, and shall comply with the requirements of the
    Trust Indenture Act and any other requirements 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




    

    8








 






    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 an Issuer, the
    General Partner, or a Guarantor may be based, insofar as it
    relates to legal matters, upon a certificate or opinion of, or
    representations by, counsel, unless such officer knows 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, or representation
    by, 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 an Issuer, the General Partner, or
    such Guarantor, as the case may be, stating that the information
    with respect to such factual matters is in the possession of an
    Issuer, the General Partner or such Guarantor, as the case may
    be, unless such counsel knows 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.



 



    Section 104.  Acts
    of Holders; Record Dates.  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 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 or agents duly
    appointed in writing; and, except as herein otherwise expressly
    provided, such action shall become effective when such
    instrument or instruments are delivered to the Trustee and,
    where it is hereby expressly required, to an Issuer and any
    Guarantor. 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, the
    Issuers and any Guarantor, if made in the manner provided in
    this Section.



 



    Without limiting the generality of this Section, unless
    otherwise provided in or pursuant to this Indenture, (i) a
    Holder, including a Depositary or its nominee that is a Holder
    of a Global Security, may give, make or take, by an agent or
    agents duly appointed in writing, any request, demand,
    authorization, direction, notice, consent, waiver or other
    action provided or permitted in or pursuant to this Indenture to
    be given, made or taken by Holders, and a Depositary or its
    nominee that is a Holder of a Global Security may duly appoint
    in writing as its agent or agents members of, or participants
    in, such Depositary holding interests in such Global Security in
    the records of such Depositary; and (ii) with respect to
    any Global Security the Depositary for which is The Depository
    Trust Company (“DTC”), any consent
    or other action given, made or taken by an “agent
    member” of DTC by electronic means in accordance with the
    Automated Tender Offer Procedures system or other Applicable
    Procedures of, and pursuant to authorization by, DTC shall be
    deemed to constitute the “Act” of the Holder of such
    Global Security, and such Act shall be deemed to have been
    delivered to the Issuers, any Guarantor and the Trustee upon the
    delivery by DTC of an “agent’s message” or other
    notice of such consent or other action having been so given,
    made or taken in accordance with the Applicable Procedures of
    DTC.



 



    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.




    

    9








 






    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 an Issuer
    or any Guarantor in reliance thereon, whether or not notation of
    such action is made upon such Security.



 



    An Issuer and any Guarantor may set any day as a record date for
    the purpose of determining the Holders of Outstanding Securities
    of any series 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 of such series,
    provided that neither any Issuer nor such Guarantor may set a
    record date for, and the provisions of this paragraph shall not
    apply with respect to, the giving, making or taking 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 of the relevant
    series on such record date, and no other Holders, shall be
    entitled to give, make or take the relevant action, whether or
    not such Holders remain Holders after such record date;
    provided, however, that no such action shall be
    effective hereunder unless given, made or taken on or prior to
    the applicable Expiration Date by Holders of the requisite
    principal amount of Outstanding Securities of such series on
    such record date. Nothing in this paragraph shall be construed
    to prevent any Issuer or any Guarantor 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 canceled and of no effect), and nothing in this
    paragraph shall be construed to render ineffective any action
    given, made or taken by Holders of the requisite principal
    amount of Outstanding Securities of the relevant series on the
    date such action is given, made or taken. Promptly after any
    record date is set pursuant to this paragraph, such Issuer or
    such Guarantor, as the case may be, at its own expense, shall
    cause notice of such record date, the proposed action by Holders
    and the applicable Expiration Date to be given to the Trustee in
    writing and to each Holder of Securities of the relevant series
    in the manner set forth in Sections 105 and
    106.



 



    The Trustee may set any day as a record date for the purpose of
    determining the Holders of Outstanding Securities of any series
    entitled to join in the giving, making or taking 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, in each case with respect to
    Securities of such series. If any record date is set pursuant to
    this paragraph, the Holders of Outstanding Securities of such
    series on such record date, and no other Holders, shall be
    entitled to give, make or take such notice, declaration, request
    or direction, whether or not such Holders remain Holders after
    such record date; provided, however, that no such
    action shall be effective hereunder unless given, made or taken
    on or prior to the applicable Expiration Date by Holders of the
    requisite principal amount of Outstanding Securities of such
    series 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
    canceled and of no effect), and nothing in this paragraph shall
    be construed to render ineffective any action given, made or
    taken by Holders of the requisite principal amount of
    Outstanding Securities of the relevant series on the date such
    action is given, made or 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 Issuers and any Guarantor in writing and
    to each Holder of Securities of the relevant series in the
    manner set forth in Sections 105 and 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 of the relevant series 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 to an earlier day as provided in




    

    10








 






    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
    give, make or take any action hereunder with regard to any
    particular Security may do so, in person or by an agent duly
    appointed in writing, with regard to all or any part of the
    principal amount of such Security.



 



    Section 105.  Notices,
    Etc., to Trustee, Issuers and 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 Issuers
    or any Guarantor shall be sufficient for every purpose hereunder
    if made, given, furnished or filed in writing (which may be by
    facsimile transmission) to or with the Trustee at its Corporate
    Trust Office, Attention:
    [          ][,
    with a copy (which shall not constitute notice) to the Trustee
    at
    [          ,
    Attention:          ]
    or any other address previously furnished in writing to the
    Company and the Holders by the Trustee] or (2) an
    Issuer or a 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 such Issuer or such Guarantor, as the case
    may be, addressed to it at the address of the Company’s
    principal office specified in the first paragraph of this
    instrument or at any other address 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.



 



    Where this Indenture provides for notice of any event to a
    Holder of a Global Security, such notice shall be sufficiently
    given if given to the Depositary for such Security (or its
    designee), pursuant to its Applicable Procedures, not later than
    the latest date (if any), and not earlier than the earliest date
    (if any), prescribed for the giving of such notice.



 



    Section 107.  Conflict
    with Trust Indenture Act.  If any
    provision hereof limits, qualifies or conflicts with a provision
    of the Trust Indenture Act which is required under such Act
    to be a part of and govern this Indenture, the latter provision
    shall control. If any provision of this Indenture modifies or
    excludes any provision of the Trust Indenture Act which may
    be so modified or excluded, the latter provision shall be deemed
    to apply to this Indenture as so modified or to be excluded, as
    the case may be.



 



    Section 108.  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 109.  Successors
    and Assigns.  All covenants and agreements in
    this Indenture by an Issuer and any Guarantor shall bind their
    respective successors and assigns, whether so expressed or not.



 



    Section 110.  Separability
    Clause.  In case any provision in this
    Indenture or in the Securities shall be invalid, illegal or
    unenforceable, the validity, legality and enforceability of the
    remaining provisions shall not in any way be affected or
    impaired thereby.




    

    11








 






    Section 111.  Benefits
    of Indenture.  Nothing in this Indenture or in
    the Securities, express or implied, shall give to any Person,
    other than the parties hereto and their successors hereunder,
    the holders of Senior Debt and any Senior Guarantor Debt and the
    Holders, any benefit or any legal or equitable right, remedy or
    claim under this Indenture, except as may otherwise be provided
    pursuant to Section 301 with respect to any
    Securities of a particular series or under this Indenture with
    respect to such Securities.



 



    Section 112.  Governing
    Law.  This Indenture, the Guarantees and the
    Securities and the rights and obligations of the parties hereto
    and thereto, including the interpretation, construction,
    validity and enforceability thereof, shall be governed by and
    construed and interpreted in accordance with the law of the
    State of New York.



 



    Section 113.  Legal
    Holidays.  In any case where any Interest
    Payment Date, Redemption Date or Maturity of any Security,
    or any date on which a Holder has the right to convert his
    Security, shall not be a Business Day at any Place of Payment,
    then (notwithstanding any other provision of this Indenture or
    of the Securities (other than a provision of any Security which
    specifically states that such provision shall apply in lieu of
    this Section)) payment of interest or principal (and premium, if
    any), or conversion of such Security need not be made at such
    Place of Payment on such date, but may be made on the next
    succeeding Business Day at such Place of Payment with the same
    force and effect as if made on the Interest Payment Date or
    Redemption Date, or at the Maturity, or on such date for
    conversion, as the case may be.



 



    Section 114.  No
    Adverse Interpretation of Other
    Agreements.  This Indenture may not be used to
    interpret any other indenture, loan or other agreement of an
    Issuer or any Guarantor or any Subsidiaries of any thereof or of
    any other Person. Any such indenture, loan or other agreement
    may not be used to interpret this Indenture.



 



    Section 115.  Joint
    Obligations.  Except as otherwise expressly
    provided or unless the context otherwise requires, any covenant
    or agreement of the Issuers herein except with respect to any
    series of Securities as to which the Co-Issuer is not a
    co-issuer or in such Securities shall be a joint and several
    obligation of the Company and the Co-Issuer.



 



    Section 116.  No
    Personal Liability of Directors, Officers, Employees and
    Stockholders.  No past, present or future
    director, officer, employee, incorporator, member, manager,
    partner (whether general or limited), unitholder or stockholder
    of the Issuers, the General Partner or any Guarantor, as such,
    will have any liability for any obligations of the Issuers, the
    General Partner or any Guarantor, respectively, under the
    Securities or this Indenture or for any claim based on, in
    respect of, or by reason of, such obligations or their creation.
    Each Holder of Securities by accepting a Security waives and
    releases all such liability. The waiver and release are part of
    the consideration for issuance of the Securities. The waiver may
    not be effective to waive liabilities under the federal
    securities laws.



 



    Section 117.  Language
    of Notices, Etc.  Any request, demand,
    authorization, direction, notice, consent, waiver, other action
    or Act provided or permitted under this Indenture shall be in
    the English language, except that any published notice may be in
    an official language of the country of publication.



 



    Section 118.  Force
    Majeure.  Subject to Section 601,
    in no event shall the Trustee be responsible or liable for any
    failure or delay in the performance of its obligations hereunder
    arising out of or caused by, directly or indirectly, forces
    beyond its control, including, without limitation, strikes, work
    stoppages, accidents, acts of war or terrorism, civil or
    military disturbances, nuclear or natural catastrophes or acts
    of God, and interruptions, loss or malfunctions of utilities,
    communications or computer (software and hardware) services; it
    being understood that the Trustee shall use reasonable efforts
    that are consistent with accepted practices in the banking
    industry to resume performance as soon as practicable under the
    circumstances.



 



    Section 119.  Waiver
    of Jury Trial.  EACH ISSUER, EACH GUARANTOR
    AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
    BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
    RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
    UNDER OR IN CONNECTION WITH THIS INDENTURE.




    

    12








 







    ARTICLE II

    



 




    SECURITY
    FORMS
    



 



    Section 201.  Forms Generally.  The
    Securities of each series shall be (i) in the case of
    Securities of any series as to which the Co-Issuer is a
    co-issuer, in substantially the form set forth in this Article
    or (ii) in the case of Securities of any series, in
    substantially such form as shall be established by or pursuant
    to a Board Resolution of each Issuer thereof or in one or more
    indentures supplemental hereto, and, if the Securities of such
    series are to be guaranteed by the Guarantees of any Guarantor
    as provided in Section 301 and the terms of such
    Securities provide for the endorsement thereon or attachment
    thereto of Guarantees by such Guarantor, such Guarantees to be
    endorsed on or attached to such Securities shall be in
    substantially such form as shall be established by or pursuant
    to a Guarantor’s Board Resolution of such Guarantor or in
    one or more indentures supplemented hereto, in each case 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
    Depositary therefor or as may, consistently herewith, be
    determined by the officers executing such Securities or
    Guarantees, respectively, as evidenced by their execution
    thereof. If the form of Securities of any series is established
    by action taken pursuant to a Board Resolution of an Issuer, a
    copy of an appropriate record of such action shall be certified
    by the Secretary or an Assistant Secretary (i) if a Board
    Resolution of the Company, the General Partner or (ii) if a
    Board Resolution of the Co-Issuer, the Co-Issuer and delivered
    to the Trustee at or prior to the delivery of the Issuer Order
    contemplated by Section 303 for the authentication
    and delivery of such Securities. If the form of any Guarantees
    by any Guarantor to be endorsed on Securities of any series is
    established by action taken pursuant to a Guarantor’s Board
    Resolution of such Guarantor, a copy of an appropriate record of
    such action shall be certified by the Secretary or an Assistant
    Secretary of such Guarantor and delivered to the Trustee at or
    prior to the delivery of the Guarantor Order contemplated by
    Section 303 for the authentication and delivery of
    such Securities with such Guarantee endorsed thereon. For
    purposes hereof, a Guarantee that is endorsed on, or otherwise
    attached to, a Security shall be deemed “endorsed” on
    such Security.



 



    The definitive Securities and any Guarantees endorsed thereon
    shall be printed, lithographed or engraved on steel engraved
    borders or may be produced in any other manner, all as
    determined by the officers of the General Partner (as to the
    execution of Securities by the Company) or the Co-Issuer (as to
    the execution of Securities by the Co-Issuer) executing such
    Securities or, if such Guarantees by any Guarantor are executed
    by such Guarantor, by the officers of such Guarantor executing
    such Guarantees, respectively, as evidenced by their execution
    of such Securities or, if such Guarantees by any Guarantor are
    executed by such Guarantor, by the officers of such Guarantor
    executing such Guarantees, respectively.



 



    Anything herein to the contrary notwithstanding, there shall be
    no requirement that any Security have endorsed thereon or
    attached thereto a Guarantee or a notation of a Guarantee, but
    such a Guarantee or notation of a Guarantee may be endorsed
    thereon or attached thereto as contemplated by this
    Section 201.



 



    Section 202.  Form
    of Face of Security as to which the Co-Issuer Is
    Co-Issuer.



 



    [Insert any legend required by the Internal Revenue Code and the
    regulations thereunder.]



 




    WESTERN GAS
    PARTNERS, LP

    WESTERN GAS PARTNERS FINANCE CORPORATION
    



 





 


		
	    No.
              
    $
              
    	     CUSIP
    No.           
    



 



    WESTERN GAS PARTNERS, LP, a limited partnership duly organized
    and existing under the laws of the State of Delaware (herein
    called the “Company,” which term
    includes any successor Person under the Indenture hereinafter
    referred to) and WESTERN GAS PARTNERS FINANCE CORPORATION, a
    corporation duly organized under the laws of Delaware (the
    “Co-Issuer,” which term includes any
    successor under the Indenture hereinafter referred to, and
    together with the Company, the
    “Issuers”), jointly and severally, for
    value received, hereby promise to pay
    to          ,
    or registered assigns, the principal sum
    of          




    

    13








 






    Dollars
    on          
    [if the Security is to bear interest prior to Maturity,
    insert — , and to pay interest thereon
    from          
    or from the most recent Interest Payment Date to which interest
    has been paid or duly provided for, semi-annually
    on          
    and          
    in each year,
    commencing          ,
    and at the Maturity thereof, at the rate
    of     % per annum, until the principal
    hereof is paid or made available for payment [if applicable,
    insert — , provided that any premium, and any such
    installment of interest, which is overdue shall bear interest at
    the rate of     % per annum (to the
    extent that the payment of such interest shall be legally
    enforceable), from the date such overdue amount is due until
    such amount is paid or duly provided for, and such interest on
    any overdue amount 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          
    or          
    (whether or not a Business Day), as the case may be, next
    preceding such Interest Payment Date. Any such interest so
    payable, but not punctually paid or duly provided for, will
    forthwith cease to be payable to the Holder on such Regular
    Record Date and may either be paid to the Person in whose name
    this Security (or 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
    of this series not less than 10 days prior to such Special
    Record Date, or be paid in any other lawful manner not
    inconsistent with the requirements of any securities exchange on
    which this Security may be listed, and upon such notice as may
    be required by such exchange, all as more fully provided in said
    Indenture].



 



    [If the Security is not to bear interest prior to Maturity,
    insert — The principal of this Security shall not bear
    interest except in the case of a default in payment of principal
    upon acceleration, upon redemption or at Stated Maturity and in
    such case the overdue principal and any overdue premium shall
    bear interest at the rate of     % per
    annum (to the extent that the payment of such interest shall be
    legally enforceable), from the dates such amounts are due until
    they are paid or made available for payment. Interest on any
    overdue principal or premium shall be payable on demand.]



 



    Payment of the principal of (and premium, if any) and [if
    applicable, insert — any such] interest on this
    Security will be made at the office or agency of the Issuers
    maintained for that purpose in New York, New York, 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,
    against surrender of this Security in the case of any payment
    due at the Maturity of the principal thereof or any payment of
    interest becomes payable on a day other than an Interest Payment
    Date; provided, however, that if this Security is
    not a Global Security, (i) payment of interest on an
    Interest Payment Date will be made by check mailed to the
    address of the Person entitled thereto as such address shall
    appear in the Security Register; and all other payments will be
    made by check against surrender of this Security; (ii) all
    payments by check will be made in
    next-day
    funds (i.e., funds that become available on the day after
    the check is cashed); and (iii) notwithstanding
    clauses (i) and (ii) above, with respect to any
    payment of any amount due on this Security, if this Security is
    in a denomination of at least $1,000,000 and the Holder hereof
    at the time of surrender hereof or, in the case of any payment
    of interest on any Interest Payment Date, the Holder thereof on
    the related Regular Record Date delivers a written request to
    the Paying Agent to make such payment by wire transfer at least
    five Business Days before the date such payment becomes due,
    together with appropriate wire transfer instructions specifying
    an account at a bank in New York, New York, the Issuers shall
    make such payment by wire transfer of immediately available
    funds to such account at such bank in New York City, any such
    wire instructions, once properly given by a Holder as to this
    Security, remaining in effect as to such Holder and this
    Security unless and until new instructions are given in the
    manner described above and provided further, that
    notwithstanding anything in the foregoing to the contrary, if
    this Security is a Global Security, payment shall be made
    pursuant to the Applicable Procedures of the Depositary as
    permitted in said Indenture.



 



    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.




    

    14








 





 



    IN WITNESS WHEREOF, the Issuers have caused this instrument to
    be duly executed.



 



    WESTERN GAS PARTNERS, LP



 


			
	 	    By: 
	
    Western Gas Holdings, LLC, its general partner

	 
	 	    By: 
	








 


			
	 	    Name: 
	








 


			
	 	    Title: 
	








 



    WESTERN GAS PARTNERS FINANCE CORPORATION



 


			
	 	    By: 
	








 


			
	 	    Name: 
	








 


			
	 	    Title: 
	








 



    Section 203.  Form
    of Reverse of Security as to which the Co-Issuer Is
    Co-Issuer.  This Security is one of a duly
    authorized issue of senior securities of the Issuers (herein
    called the “Securities”), issued and to
    be issued in one or more series under an Indenture, dated as of
    [          ]
    (herein called the “Indenture”, which
    term shall have the meaning assigned to it in such instrument),
    among the Issuers, the Guarantors and [Trustee], as
    Trustee (herein called the “Trustee,”
    which term includes any successor trustee under the Indenture),
    and reference is hereby made to the Indenture for a statement of
    the respective rights, limitations of rights, duties and
    immunities thereunder of the Issuers, the Guarantors, the
    Trustee , the holders of Senior Debt [if applicable,
    insert — and any Senior Guarantor Debt] and the
    Holders of the Securities and of the terms upon which the
    Securities are, and are to be, authenticated and delivered. This
    Security is one of the series designated on the face hereof [if
    applicable, insert — limited in aggregate principal
    amount to $     ].



 



    This Security is the general, unsecured, senior obligation of
    the Issuers [if applicable, insert — and is guaranteed
    pursuant to a guarantee (the
    “Guarantee”) by [insert name of each
    Guarantor] (the “Guarantors”). The
    Guarantee by each Guarantee is the general, unsecured, senior
    obligation of such Guarantor].



 



    [If applicable, insert — The Securities of this series
    are subject to redemption upon not less than 30 days’
    nor more than 60 days’ notice, at any time [if
    applicable, insert — on or
    after          ,
    20          ],
    as a whole or in part, at the election of the Issuers, at the
    following Redemption Prices (expressed as percentages of
    the principal amount): If redeemed [if applicable,
    insert — on or
    before          ,     %,
    and if redeemed] during the
    12-month
    period beginning of the years indicated,



 


	 	 	 	 	 	 	 
	

    Year


	
 
	

    Redemption Price


	
 
	

    Year


	
 
	

    Redemption Price



	 









 



    and thereafter at a Redemption Price equal to% of the
    principal amount, together in the case of any such redemption
    with accrued interest to the Redemption Date, but interest
    installments whose Stated Maturity is on or prior to such
    Redemption Date will be payable to the Holders of such
    Securities, or one or more Predecessor Securities, of record at
    the close of business on the relevant Record Dates referred to
    on the face hereof, all as provided in the Indenture.]




    

    15








 






    [If the Security is subject to redemption of any kind,
    insert — In the event of redemption of this Security
    in part only, a new Security or Securities of this series and of
    like tenor for the unredeemed portion hereof will be issued in
    the name of the Holder hereof upon the cancellation hereof.]



 



    The indebtedness evidenced by this Security is, to the extent
    provided in the Indenture, subordinate and subject in right of
    payment to the prior payment in full of all Senior Debt [if
    applicable, insert — and the Guarantees by the
    Guarantors are, to the extent provided in the Indenture,
    subordinate and subject in right of payment to the prior payment
    in full of all Senior Guarantor Debt], and this Security is
    issued subject to the provisions of the Indenture with respect
    thereto. Each Holder of this Security, by accepting the same,
    (a) agrees to and shall be bound by such provisions,
    (b) authorizes and directs the Trustee on his or her behalf
    to take such actions as may be necessary or appropriate to
    effectuate the subordination so provided and (c) appoints
    the Trustee his or her attorney-in-fact for any and all such
    purposes. Each Holder hereof, by his or her acceptance hereof,
    waives all notice of the acceptance of the subordination
    provisions contained herein and in the Indenture by each holder
    of Senior Debt [if applicable, insert — or Senior
    Guarantor Debt], whether now outstanding or hereafter created,
    incurred, assumed or guaranteed, and waives reliance by each
    such holder upon said provisions.



 



    [If applicable, insert — The Indenture contains
    provisions for defeasance at any time of the entire indebtedness
    of this Security or certain restrictive covenants and Events of
    Default with respect to this Security, in each case upon
    compliance with certain conditions set forth in the Indenture.]



 



    [If the Security is not an Original Issue Discount Security,
    insert — If an Event of Default with respect to
    Securities of this series shall occur and be continuing, the
    principal of the Securities of this series may be declared due
    and payable in the manner and with the effect provided in the
    Indenture.]



 



    [If the Security is an Original Issue Discount Security,
    insert — If an Event of Default with respect to
    Securities of this series shall occur and be continuing, an
    amount of principal of the Securities of this series may be
    declared due and payable in the manner and with the effect
    provided in the Indenture. Such amount shall be equal
    to — insert formula for determining the amount. Upon
    payment (i) of the amount of principal so declared due and
    payable and (ii) of interest on any overdue principal,
    premium and interest (in each case to the extent that the
    payment of such interest shall be legally enforceable), all of
    the obligations of the Issuers in respect of the payment of the
    principal of and premium and interest, if any, on the Securities
    of this series shall terminate.]



 



    The Indenture permits, with certain exceptions as therein
    provided, the amendment thereof and the modification of the
    rights and obligations of the Issuers [if applicable,
    insert — and the Guarantors] and the rights of the
    Holders of the Securities to be affected under the Indenture at
    any time by the Issuers [if applicable, insert — and
    the Guarantors] and the Trustee with the consent of the Holders
    of a majority in principal amount (including consents obtained
    in connection with a purchase of, or tender offer or exchange
    offer for, Securities) of all Securities at the time Outstanding
    to be affected (considered together as one class for this
    purpose and such Securities to be affected potentially being
    Securities of the same or different series and, with respect to
    any series, potentially comprising fewer than all the Securities
    of such series), except as may otherwise be provided pursuant to
    the Indenture for all or any specific Securities of any series.
    The Indenture also contains provisions (i) permitting the
    Holders of a majority in principal amount (including waivers
    obtained in connection with a purchase of, or tender offer or
    exchange offer for, Securities) of the Securities at the time
    Outstanding to be affected under the Indenture (considered
    together as one class for this purpose and such affected
    Securities potentially being Securities of the same or different
    series and, with respect to any particular series, potentially
    comprising fewer than all the Securities of such series), on
    behalf of the Holders of all Securities so affected, to waive
    compliance by the Issuers [if applicable, insert — and
    the Guarantors] with certain provisions of the Indenture and
    (ii) permitting the Holders of a majority in principal
    amount (including waivers obtained in connection with a purchase
    of, or tender offer or exchange offer for, Securities) of the
    Securities at the time Outstanding of any series to be affected
    under the Indenture (with each such series considered separately
    for this purpose), on behalf of the Holders of all Securities of
    such series, to waive certain past defaults under the Indenture
    with respect to such series and their consequences, in the case
    of clause (i) or (ii), except as may otherwise be provided
    pursuant to the Indenture for all or any specific




    

    16








 






    Securities of any series. 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 of this series, the
    Holders of not less than 25% in principal amount of the
    Securities of this series 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 it, and the Trustee
    shall not have received from the Holders of a majority in
    principal amount of Securities of this series 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 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.



 



    No reference herein to the Indenture and no provision of this
    Security or of the Indenture shall alter or impair the
    obligation of the Issuers, which is absolute and unconditional,
    to pay the principal of and any premium and interest on this
    Security at the times, place and rate, and in the coin or
    currency, herein prescribed [if applicable, insert —
    or alter or impair the obligation of each Guarantor, which is
    absolute and unconditional, to pay pursuant to its Guarantee].



 



    As provided in the Indenture and subject to certain limitations
    therein set forth, the transfer of this Security is registrable
    in the Security Register, upon surrender of this Security for
    registration of transfer at the office or agency of the Issuers
    in any place where the principal of and any premium and interest
    on this Security are payable, duly endorsed by, or accompanied
    by a written instrument of transfer in form satisfactory to the
    Issuers 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 this series and of like tenor, of
    authorized denominations and for the same aggregate principal
    amount, will be issued to the designated transferee or
    transferees.



 



    The Securities of this series 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 of this series
    are exchangeable for a like aggregate principal amount of
    Securities of this series and of like tenor 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 Issuers 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 Issuers, [if applicable, insert — any
    Guarantor,] the Trustee and any agent of the Issuers[if
    applicable, insert — any 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 Issuers, [if applicable,
    insert — any Guarantor,] the Trustee nor any such
    agent shall be affected by notice to the contrary.



 



    [If this Security is a Global Security, insert — This
    Security is a Global Security and is subject to the provisions
    of the Indenture relating to Global Securities, including the
    limitations therein on transfers and exchanges of Global
    Securities.]



 



    This Security and the Indenture shall be governed by and
    construed in accordance with the law of the State of New York.



 



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




    

    17








 






    Section 204.  Form
    of Legend for Global Securities.  Unless
    otherwise specified as contemplated by Section 301
    for the Securities evidenced thereby, every Global Security
    authenticated and delivered hereunder shall bear a legend in
    substantially the following form:



 



    THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
    INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
    OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
    EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
    AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
    REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY
    OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
    DESCRIBED IN THE INDENTURE.



 



    Section 205.  Form
    of Trustee’s Certificate of
    Authentication.  The Trustee’s
    certificates of authentication shall be in substantially the
    following form:



 



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



 



    [TRUSTEE], AS TRUSTEE



 


			
	 	    By: 
	









    Authorized Signatory



 



    Dated:



 




    ARTICLE III

    



 




    THE
    SECURITIES
    



 



    Section 301.  Amount
    Unlimited; Issuable in Series.  The aggregate
    principal amount of Securities which may be authenticated and
    delivered under this Indenture is unlimited.



 



    The Securities may be issued in one or more series. There shall
    be established in or pursuant to a Board Resolution of each
    Issuer, and, subject to Section 303, set forth, or
    determined in the manner provided, in an Officers’
    Certificate, or established in one or more indentures
    supplemental hereto, prior to the issuance of Securities of any
    series,



 



    (1) the title of the Securities of the series (which shall
    distinguish the Securities of the series from Securities of any
    other series) and whether the Co-Issuer will be a co-issuer of
    the Securities of the series;



 



    (2) any limit upon the aggregate principal amount of the
    Securities of the series which may be authenticated and
    delivered under this Indenture (except for Securities
    authenticated and delivered upon registration of transfer of, or
    in exchange for, or in lieu of, other Securities of the series
    pursuant to Section 304, 305, 306,
    906 or 1107 and except for any Securities which,
    pursuant to Section 303, are deemed never to have
    been authenticated and delivered hereunder);



 



    (3) the Person to whom any interest on a Security of the
    series shall be payable, if other than 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;



 



    (4) the date or dates on which the principal of any
    Securities of the series is payable;




    

    18








 






    (5) the rate or rates at which any Securities of the series
    shall bear interest, if any, the date or dates from which any
    such interest shall accrue, the Interest Payment Dates on which
    any such interest shall be payable and the Regular Record Date
    for any such interest payable on any Interest Payment Date;



 



    (6) the place or places where the principal of and any
    premium and interest on any Securities of the series shall be
    payable and the manner in which any payment may be made;



 



    (7) the period or periods within which, the price or prices
    at which and the terms and conditions upon which any Securities
    of the series may be redeemed, in whole or in part, at the
    option of the Issuers and, if other than by a Board Resolution
    of each Issuer, the manner in which any election by the Issuers
    to redeem the Securities shall be evidenced;



 



    (8) the obligation, if any, of the Issuers to redeem or
    purchase any Securities of the series pursuant to any sinking
    fund or analogous provisions or at the option of the Holder
    thereof and the period or periods within which, the price or
    prices at which and the terms and conditions upon which any
    Securities of the series shall be redeemed or purchased, in
    whole or in part, pursuant to such obligation;



 



    (9) if other than denominations of $1,000 and any multiple
    thereof, the denominations in which any Securities of the series
    shall be issuable;



 



    (10) if the amount of principal of or any premium or
    interest on any Securities of the series may be determined with
    reference to an index or pursuant to a formula, the manner in
    which such amounts shall be determined;



 



    (11) if other than the currency of the United States of
    America, the currency, currencies, composite currency, composite
    currencies or currency units in which the principal of or any
    premium or interest on any Securities of the series shall be
    payable and the manner of determining the equivalent thereof in
    the currency of the United States of America for any purpose,
    including for the purposes of making payment in the currency of
    the United States of America and applying the definition of
    “Outstanding” in Section 101;



 



    (12) if the principal of or any premium or interest on any
    Securities of the series is to be payable, at the election of
    the Issuers or the Holder thereof, in one or more currencies,
    composite currencies or currency units other than that or those
    in which such Securities are stated to be payable, the currency,
    currencies, composite currency, composite currencies or currency
    units in which the principal of or any premium or interest on
    such Securities as to which such election is made shall be
    payable, the periods within which and the terms and conditions
    upon which such election is to be made and the amount so payable
    (or the manner in which such amount shall be determined);



 



    (13) if other than the entire principal amount thereof, the
    portion of the principal amount of any Securities of the series
    which shall be payable upon declaration of acceleration of the
    Maturity thereof pursuant to Section 502;



 



    (14) if the principal amount payable at the Stated Maturity
    of any Securities of the series will not be determinable as of
    any one or more dates prior to the Stated Maturity, the amount
    which shall be deemed to be the principal amount of such
    Securities as of any such date for any purpose thereunder or
    hereunder, including the principal amount thereof which shall be
    due and payable upon any Maturity other than the Stated Maturity
    or which shall be deemed to be Outstanding as of any date prior
    to the Stated Maturity (or, in any such case, the manner in
    which such amount deemed to be the principal amount shall be
    determined);



 



    (15) if applicable, that the Securities of the series, in
    whole or any specified part, shall not be defeasible pursuant to
    Section 1302 or Section 1303 or both
    such Sections, and, if such Securities may be defeased, in whole
    or in part, pursuant to either or both such Sections, any
    provisions to permit a pledge of obligations other than
    U.S. Government Obligations (or the establishment of other
    arrangements) to satisfy the requirements of Section
    1304(1) for defeasance of such Securities and, if other than
    by a Board Resolution of each Issuer, the manner in which any
    election by the Issuers to defease such Securities shall be
    evidenced;




    

    19








 






    (16) if applicable, that any Securities of the series shall
    be issuable in whole or in part in the form of one or more
    Global Securities and, in such case, the respective Depositaries
    for such Global Securities, the form of any legend or legends
    which shall be borne by any such Global Security in addition to
    or in lieu of that set forth in Section 204, any
    addition to, elimination of or other change in the circumstances
    set forth in Clause (2) of the penultimate paragraph of
    Section 305 in which any such Global Security may be
    exchanged in whole or in part for Securities registered, and any
    transfer of such Global Security in whole or in part may be
    registered, in the name or names of Persons other than the
    Depositary for such Global Security or a nominee thereof and any
    other provisions governing exchanges or transfers of any such
    Global Security;



 



    (17) any addition to, elimination of or other change in the
    Events of Default which applies to any Securities of the series
    and any change in the right of the Trustee or the requisite
    Holders of such Securities to declare the principal amount
    thereof due and payable pursuant to Section 502;



 



    (18) any addition to, elimination of or other change in the
    covenants set forth in Article X which applies to
    Securities of the series;



 



    (19) any provisions necessary to permit or facilitate the
    issuance, payment or conversion of any Securities of the series
    that may be converted into securities or other property other
    than Securities of the same series and of like tenor, whether in
    addition to, or in lieu of, any payment of principal or other
    amount and whether at the option of the Issuers or otherwise;



 



    (20) if applicable, that Persons other than those specified
    in Section 111 shall have such benefits, rights, remedies
    and claims with respect to any Securities of the series or under
    this Indenture with respect to such Securities, as and to the
    extent provided for such Securities;



 



    (21) any change in the actions permitted or required under
    this Indenture to be taken by or on behalf of the Holders of the
    Securities of the series, including any such change that permits
    or requires any or all such actions to be taken by or on behalf
    of the Holders of any specific Securities of the series rather
    than or in addition to the Holders of all Securities of the
    series;



 



    (22) if the Securities of the series are to be guaranteed
    by any Guarantors, the names of the Guarantors of the Securities
    of the series (which may, but need not, include any or all of
    the Initial Guarantors) and the terms of the Guarantees of the
    Securities of the series, if such terms differ from those set
    forth in Section 1401, and any deletions from, or
    modifications or additions to, the provisions of
    Article XIV or any other provisions of this
    Indenture in connection with the Guarantees of the Securities of
    the series; and



 



    (23) any other terms of the series (which terms shall not
    be inconsistent with the provisions of this Indenture, except as
    permitted by Section 901(5)).



 



    If the Securities of the series are to be guaranteed by any
    Guarantor pursuant to Article XIV, there shall be
    established in or pursuant to a Guarantor’s Board
    Resolution of such Guarantor and, subject to
    Section 303, set forth, or determined in the manner
    provided, in a Guarantor’s Officers’ Certificate of
    such Guarantor, or established in one or more indentures
    supplemental hereto, prior to the issuance of Securities of the
    series, the terms of the Guarantees by such Guarantor with
    respect to the Securities of the series, if such terms differ
    from those set forth in Section 1401.



 



    All Securities of any one series shall be substantially
    identical except as to denomination and except as may otherwise
    be provided in or pursuant to the Board Resolution referred to
    above and (subject to Section 303) set forth, or
    determined in the manner provided, in the Officers’
    Certificate referred to above or in any such indenture
    supplemental hereto. All Securities of any one series need not
    be issued at the same time and, unless otherwise provided
    pursuant to this Section 301 for any series, after
    issuance of Securities of such series, such series may be
    reopened for issuances of additional Securities of that series.



 



    The terms of any Security of a series may differ from the terms
    of other Securities of the same series, if and to the extent
    provided pursuant to this Section 301. The matters
    referenced in any or all of Clauses (1)




    

    20








 






    through (23) above may be established and set forth or
    determined as aforesaid with respect to all or any specific
    Securities of a series (in each case to the extent permitted by
    the Trust Indenture Act).



 



    If any of the terms of the series are established by action
    taken pursuant to a Board Resolution of an Issuer, a copy of an
    appropriate record of such action shall be certified by the
    Secretary or an Assistant Secretary of (i) if a Board
    Resolution of the Company, the General Partner or (ii) if a
    Board Resolution of the Co-Issuer, the Co-Issuer and delivered
    to the Trustee at or prior to the delivery of the Officers’
    Certificate setting forth the terms of the series.



 



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



 



    The Securities shall be subordinated in right of payment to
    Senior Debt as provided in Article XV.



 



    Section 302.  Denominations.  The
    Securities of each series shall be issuable only in registered
    form without coupons and only in such denominations as shall be
    specified as contemplated by
    Section 301.  In the absence of any such
    specified denomination with respect to the Securities of any
    series, the Securities of such series shall be issuable 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 Issuers by
    (i) the Chairman of the Board, President or a Vice
    President of the General Partner (or any other officer of the
    General Partner designated in writing by or pursuant to
    authority of the Board of Directors with respect to the Company
    and delivered to the Trustee from time to time) and (ii) if
    the Co-Issuer is a co-issuer as to such Securities, in addition,
    by the Chairman of the Board, President, or a Vice President of
    the Co-Issuer (or any other officer of the Co-Issuer designated
    in writing by or pursuant to authority of the Board of Directors
    with respect to the Co-Issuer and delivered to the Trustee from
    time to time). The signature of any of these officers on the
    Securities may be manual or facsimile. If the terms of the
    Securities of any series provide that any Guarantee by any
    Guarantor is to be endorsed on or otherwise attached to, or made
    part of, Securities of any series, and if the terms of such
    Securities provide for the execution of such Guarantee by such
    Guarantor (it being understood and agreed that the terms of
    Securities of any series may, but need not, provide for the
    execution of any Guarantee by any Guarantor), such Guarantee
    shall be executed on behalf of such Guarantor by the Chairman of
    the Board, President or a Vice President of such Guarantor (or
    any other officer of such Guarantor designated in writing by or
    pursuant to authority of the Guarantor’s Board of Directors
    and delivered to the Trustee from time to time). The signature
    of any of these officers on any Guarantee may be manual or
    facsimile.



 



    Securities and any Guarantees by any Guarantor endorsed thereon
    bearing the manual or facsimile signatures of individuals who
    were at any time the proper officers of the General Partner (as
    to the execution of Securities by the Company) or the Co-Issuer
    (as to the execution of Securities by the Co-Issuer) or such
    Guarantor, as the case may be, shall bind such Issuer or such
    Guarantor, as the case may be, 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 Issuers may deliver Securities
    of any series executed by the Issuers, together with, if the
    terms of such Securities provide for the endorsement thereon of
    any Guarantees by any Guarantor, such Guarantees endorsed hereon
    and, if such terms so provide, executed by such Guarantor, to
    the Trustee for authentication, together with an Issuer Order
    and, if any Guarantee by a Guarantor is to be endorsed on such
    Securities, a Guarantor Order of such Guarantor, for the
    authentication and delivery of such Securities with any such
    Guarantees endorsed thereon, and the Trustee in accordance with
    the Issuer Order shall authenticate and deliver such Securities
    with any such Guarantees endorsed thereon. If the form or terms
    of the Securities of the series have been established by or
    pursuant to one or more Board Resolutions of the Issuers or the
    form or terms of any Guarantees thereof by any Guarantor have
    been established by or pursuant to one or more Guarantor’s
    Board Resolutions of such




    

    21








 






    Guarantor as permitted by Sections 201 and
    301, in authenticating such Securities with any such
    Guarantees endorsed thereon, and accepting the additional
    responsibilities under this Indenture in relation to such
    Securities and such Guarantees, the Trustee shall be entitled to
    receive, and (subject to Section 601) shall be fully
    protected in relying upon, an Opinion of Counsel stating,



 



    (1) if the form of such Securities or any Guarantee by any
    Guarantor endorsed thereon has been established by or pursuant
    to a Board Resolution of each Issuer thereof or Guarantor’s
    Board Resolution of such Guarantor, as permitted by Section
    201, that such form has been established in conformity with
    the provisions of this Indenture;



 



    (2) if the terms of such Securities or any Guarantee
    thereof by a Guarantor have been established by or pursuant to a
    Board Resolution of each Issuer thereof or Guarantor’s
    Board Resolution of such Guarantor as permitted by
    Section 301, that such terms have been established
    in conformity with the provisions of this Indenture; and



 



    (3) that when such Securities with any Guarantees endorsed
    thereon have been authenticated and delivered by the Trustee and
    issued by the Issuers in the manner and subject to any
    conditions specified in such Opinion of Counsel, such Securities
    and such Guarantee will constitute valid and legally binding
    obligations of the Issuers or such Guarantor, respectively,
    enforceable in accordance with their terms, subject to
    bankruptcy, insolvency, fraudulent transfer, reorganization,
    moratorium and similar laws of general applicability relating to
    or affecting creditors’ rights and to general equity
    principles and subject to any limitation with respect to
    payments in currency other than U.S. dollars.



 



    If such form or terms have been so established, the Trustee
    shall not be required to authenticate such Securities with any
    Guarantees endorsed thereon if the issue of such Securities with
    any Guarantees endorsed thereon pursuant to this Indenture will
    affect the Trustee’s own rights, duties or immunities under
    the Securities and this Indenture or otherwise in a manner which
    is not reasonably acceptable to the Trustee.



 



    Notwithstanding the provisions of Section 301 and of
    the preceding paragraph, if all Securities of a series are not
    to be originally issued at one time, it shall not be necessary
    to deliver the Officers’ Certificate or Guarantor’s
    Officers’ Certificate otherwise required pursuant to
    Section 301 or the Issuer Order, any Guarantor Order
    and Opinion of Counsel otherwise required pursuant to such
    preceding paragraph at or prior to the authentication of each
    Security of such series if such documents are delivered at or
    prior to the authentication upon original issuance of the first
    Security of such series to be issued.



 



    Each Security shall be dated the date of its authentication.



 



    No Security, nor any Guarantee endorsed thereon, shall be
    entitled to any benefit under this Indenture or be valid or
    obligatory for any purpose unless there appears on such Security
    a certificate of authentication substantially in the form
    provided for herein executed by the Trustee by manual signature,
    and such certificate upon any Security shall be conclusive
    evidence, and the only evidence, that such Security with any
    Guarantees endorsed thereon has been duly authenticated and
    delivered hereunder. Notwithstanding the foregoing, if any
    Security shall have been authenticated and delivered hereunder
    but never issued and sold by the Issuers, and the Issuers shall
    deliver such Security to the Trustee for cancellation as
    provided in Section 309, for all purposes of this
    Indenture such Security shall be deemed never to have been
    authenticated and delivered hereunder and shall never be
    entitled to the benefits of this Indenture.



 



    Wherever herein it shall provide for the Issuers to execute, and
    the Trustee to authenticate and deliver, Securities of any
    series, if the terms of such Securities provide for the
    endorsement thereon of the Guarantees by any Guarantor, the
    Issuers shall cause such Securities so executed by the Issuers
    and authenticated and delivered by the Trustee to have such
    Guarantees endorsed thereon, and, if such terms require such
    Guarantees to be executed by such Guarantor, such Guarantees to
    be executed by such Guarantor.



 



    Section 304.  Temporary
    Securities.  Pending the preparation of
    definitive Securities of any series, the Issuers may execute,
    and upon Issuer Order and, if any Guarantees by a Guarantor are
    so to be endorsed on such Securities, a Guarantor Order of such
    Guarantor, the Trustee shall authenticate and deliver, temporary
    Securities which are printed, lithographed, typewritten,
    mimeographed or otherwise produced, in any




    

    22








 






    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 or
    Guarantees, respectively, may determine, as evidenced by their
    execution of such Securities or Guarantees, respectively.



 



    If temporary Securities of any series are issued, the Issuers
    will cause definitive Securities of that series to be prepared
    without unreasonable delay. After the preparation of definitive
    Securities of such series, the temporary Securities of such
    series shall be exchangeable for definitive Securities of such
    series upon surrender of the temporary Securities of such series
    at the office or agency of the Issuers in a Place of Payment for
    that series, without charge to the Holder. Upon surrender for
    cancellation of any one or more temporary Securities of any
    series, the Issuers shall execute and the Trustee shall
    authenticate and deliver in exchange therefor one or more
    definitive Securities of the same series, of any authorized
    denominations and of like tenor and aggregate principal amount.
    Until so exchanged, the temporary Securities of any series shall
    in all respects be entitled to the same benefits under this
    Indenture as definitive Securities of such series and tenor.



 



    Section 305.  Registration,
    Registration of Transfer and Exchange.  The
    Issuers shall cause to be kept at each office or agency of the
    Issuers designated as a Place of Payment pursuant to the first
    paragraph of Section 1002 a register (the register
    maintained in each such office or agency of the Issuers in a
    Place of Payment being herein sometimes collectively referred to
    as the “Security Register”) in which,
    subject to such reasonable regulations as it may prescribe, the
    Issuers shall provide for the registration of Securities and of
    transfers of Securities. [Each such office or agency][The
    Trustee] is hereby appointed “Security Registrar”
    for the purpose of registering Securities and transfers of
    Securities as herein provided.



 



    Upon surrender for registration of transfer of any Security of a
    series at the office or agency of the Issuers in a Place of
    Payment for that series, the Issuers and, if applicable, the
    Guarantors shall execute, and the Trustee shall authenticate and
    deliver, in the name of the designated transferee or
    transferees, one or more new Securities of the same series, of
    any authorized denominations and of like tenor and aggregate
    principal amount.



 



    At the option of the Holder, Securities of any series may be
    exchanged for other Securities of the same series, of any
    authorized denominations and of like tenor and aggregate
    principal amount, upon surrender of the Securities to be
    exchanged at such office or agency. Whenever any Securities are
    so surrendered for exchange, the Issuers 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
    Issuers, 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 Issuers,
    any Guarantor or the Trustee) be duly endorsed, or be
    accompanied by a written instrument of transfer in form
    satisfactory to the Issuers and the 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 Issuers 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, 906 or 1107
    not involving any transfer.



 



    If the Securities of any series (or of any series and specified
    tenor) are to be redeemed in whole or in part, the Issuers shall
    not be required (A) to issue, register the transfer of or
    exchange any Securities of that series (or of that series and
    specified tenor, as the case may be) during a period beginning
    at the opening of business 15 days before the day of
    selection of any such Securities for redemption under
    Section 1103 and ending at the close of business on
    the day of such selection (or during such period as otherwise
    specified pursuant to Section 301 for such
    Securities), or (B) to register the transfer of or exchange
    any Security so




    

    23








 






    selected for redemption in whole or in part, except the
    unredeemed portion of any Security being redeemed in part.



 



    The provisions of Clauses (1), (2), (3) and (4) below
    shall apply only to Global Securities:



 



    (1) Each Global Security authenticated under this Indenture
    shall be registered in the name of the Depositary designated 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.



 



    (2) Notwithstanding any other provision in this Indenture,
    and subject to such applicable provisions, if any, as may be
    specified as contemplated by Section 301, 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
    (A) such Depositary has notified the Company that it
    (i) is unwilling or unable to continue as Depositary for
    such Global Security or (ii) has ceased to be a clearing
    agency registered under the Exchange Act, or (B) the
    Issuers have executed and delivered to the Trustee an Issuer
    Order stating that such Global Security shall be exchanged in
    whole for Securities that are not Global Securities (in which
    case such exchange shall promptly be effected by the Trustee).
    If the Company receives a notice of the kind specified in
    Clause (A) above or the Issuers have delivered an Issuer
    Order of the kind specified in Clause (B) above, the
    Company may, in its sole discretion, designate a successor
    Depositary for such Global Security within 90 days after
    receiving such notice or delivery of such order, as the case may
    be. If the Company designates a successor Depositary as
    aforesaid, such Global Security shall promptly be exchanged in
    whole for one or more other Global Securities registered in the
    name of the successor Depositary, whereupon such designated
    successor shall be the Depositary for such successor Global
    Security or Global Securities and the provisions of Clauses (1),
    (2), (3) and (4) of this provision shall continue to
    apply thereto.



 



    (3) Subject to Clause (2) above and to such applicable
    provisions, if any, as may be specified as contemplated by
    Section 301, any exchange of a Global Security for
    other Securities may be made in whole or in part, and all
    Securities issued in exchange for a Global Security or any
    portion thereof shall be registered in such names as the
    Depositary for such Global Security shall direct.



 



    (4) 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
    Section, Section 304, 306, 906 or
    1107 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.



 



    Every Person who takes or holds any beneficial interest in a
    Global Security agrees that:



 



    (1) the Issuers and the Trustee may deal with the
    Depositary as sole owner of the Global Security and as the
    authorized representative of such Person;



 



    (2) such Person’s rights in the Global Security shall
    be exercised only through the Depositary and shall be limited to
    those established by law and agreement between such Person and
    the Depositary
    and/or
    direct and indirect participants of the Depositary;



 



    (3) the Depositary and its participants make book-entry
    transfers of beneficial ownership among, and receive and
    transmit distributions of principal and interest on the Global
    Securities to, such Persons in accordance with the Applicable
    Procedures of the Depositary; and



 



    (4) none of the Issuers, the Trustee nor any agent of the
    Issuers or the Trustee will have any responsibility or liability
    for any aspect of the records relating to or payments made on
    account of beneficial ownership interests of a Global Security
    or for maintaining, supervising or reviewing any records
    relating to such beneficial ownership interests.




    

    24








 






    Section 306.  Mutilated,
    Destroyed, Lost and Wrongfully Taken
    Securities.  If (a) any mutilated
    Security is surrendered to the Trustee or (b) both
    (i) there shall be delivered to the Issuers and the Trustee
    (A) a claim by a Holder as to the destruction, loss or
    wrongful taking of any Security of such Holder and a request
    thereby for a new replacement Security of the same series, and
    (B) such indemnity bond as may be required by them to save
    each of them and any agent of either of them harmless and
    (ii) such other reasonable requirements as may be imposed
    by the Issuers as permitted by
    Section 8-405
    of the Uniform Commercial Code have been satisfied, then, in the
    absence of notice to an Issuer or the Trustee that such Security
    has been acquired by a “protected purchaser” within
    the meaning of
    Section 8-405
    of the Uniform Commercial Code, the Issuers shall execute and
    upon its request the Trustee shall authenticate and deliver, in
    lieu of any such mutilated, destroyed, lost or wrongfully taken
    Security, a new Security of the same series and of like tenor
    and principal amount and bearing a number not contemporaneously
    Outstanding.



 



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



 



    Upon the issuance of any new Security under this Section, the
    Issuers 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 of any series issued pursuant to this Section
    in lieu of any destroyed, lost or wrongfully taken Security
    shall constitute an original additional contractual obligation
    of the Issuers, whether or not the destroyed, lost or wrongfully
    taken 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 of that
    series 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 wrongfully taken Securities.



 



    Section 307.  Payment
    of Interest; Interest Rights
    Preserved.  Except as otherwise provided as
    contemplated by Section 301 with respect to any
    Securities of a series, 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 (or, if no business is conducted by the
    Trustee at its Corporate Trust Office on such date, at
    5:00 P.M. New York City time on such date).



 



    Any interest on any Security of any series 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 Issuers, at its election in each case, as provided in
    Clause (1) or (2) below:



 



    (1) The Issuers may elect to make payment of any Defaulted
    Interest payable on any Securities of a series to the Persons in
    whose names such Securities (or their respective Predecessor
    Securities) are registered at the close of business on a Special
    Record Date for the payment of such Defaulted Interest, which
    shall be fixed in the following manner. The Issuers shall notify
    the Trustee in writing of the amount of Defaulted Interest
    proposed to be paid on each of such Securities and the date of
    the proposed payment, and at the same time the Issuers 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. The Trustee shall promptly
    notify the Issuers of such Special Record Date and, in the name
    and at the expense of the Issuers, shall cause notice of the
    proposed payment of such Defaulted Interest and




    

    25








 






    the Special Record Date therefor to be given to each Holder of
    such Securities in the manner set forth 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 mailed, such Defaulted Interest shall be paid to the
    Persons in whose names such 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 Issuers may make payment of any Defaulted Interest
    on any Securities of a series in any other lawful manner not
    inconsistent with the requirements of any securities exchange on
    which such Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the
    Issuers to the Trustee of the proposed payment pursuant to this
    Clause, such manner of payment shall be deemed practicable by
    the Trustee.



 



    Except as may otherwise be provided in this
    Section 307 or as contemplated in
    Section 301 with respect to any Securities of a
    series, the Person to whom interest shall be payable on any
    Security that first becomes payable on a day that is not an
    Interest Payment Date shall be the Holder of such Security on
    the day such interest is paid.



 



    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.



 



    In the case of any Security which is converted after any Regular
    Record Date and on or prior to the next succeeding Interest
    Payment Date (other than any Security whose Maturity is prior to
    such Interest Payment Date), interest whose Stated Maturity is
    on such Interest Payment Date shall be payable on such Interest
    Payment Date notwithstanding such conversion, and such interest
    (whether or not punctually paid or duly provided for) 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 such Regular Record Date. Except as otherwise expressly
    provided in the immediately preceding sentence, in the case of
    any Security which is converted, interest whose Stated Maturity
    is after the date of conversion of such Security shall not be
    payable.



 



    Notwithstanding the foregoing, the terms of any Security that
    may be converted may provide that the provisions of this
    paragraph do not apply, or apply with such additions, changes or
    omissions as may be provided thereby, to such Security.



 



    Section 308.  Persons
    Deemed Owners.  Prior to due presentment of a
    Security for registration of transfer, the Issuers, any
    Guarantor and the Trustee and any agent of the Issuers, any
    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 any premium and
    (subject to Section 307) any interest on such
    Security and for all other purposes whatsoever, whether or not
    such Security be overdue, and neither the Issuers, any
    Guarantor, the Trustee nor any agent of the Issuers, any
    Guarantor or the Trustee shall be affected by notice to the
    contrary.



 



    Section 309.  Cancellation.  All
    Securities surrendered for payment, redemption, registration of
    transfer or exchange or conversion or for credit against any
    sinking fund payment shall, if surrendered to any Person other
    than the Trustee, be delivered to the Trustee and shall be
    promptly canceled by it. The Issuers may at any time deliver to
    the Trustee for cancellation any Securities previously
    authenticated and delivered hereunder which the Issuers may have
    acquired in any manner whatsoever, and may deliver to the
    Trustee (or to any other Person for delivery to the Trustee) for
    cancellation any Securities previously authenticated hereunder
    which the Issuers have not issued and sold, and all Securities
    so delivered shall be promptly canceled by the Trustee. No
    Securities shall be authenticated in lieu of or in exchange for
    any Securities canceled as provided in this Section, except as
    expressly permitted by this Indenture. All canceled Securities
    held by the Trustee shall be disposed of as directed by an
    Issuer Order; provided, however, that the Trustee
    shall not be required to destroy such canceled Securities.




    

    26








 






    Section 310.  Computation
    of Interest.  Except as otherwise specified as
    contemplated by Section 301 for Securities of any
    series, interest on the Securities of each series shall be
    computed on the basis of a
    360-day year
    of twelve
    30-day
    months.



 



    Section 311.  CUSIP
    Numbers.  The Issuers 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 redemption and that reliance
    may be placed only on the other identification numbers printed
    on the Securities. Any such redemption shall not be affected by
    any defect in or omission of such CUSIP numbers.



 




    ARTICLE IV

    



 




    SATISFACTION
    AND DISCHARGE
    



 



    Section 401.  Satisfaction
    and Discharge of Indenture.  This Indenture
    shall upon Issuer Request cease to be of further effect with
    respect to the Securities of any series and any Guarantees of
    such Securities (except as to any surviving rights of
    conversion, registration of transfer or exchange of any such
    Security expressly provided for herein or in the terms of such
    Security), and the Trustee, at the expense of the Issuers, shall
    execute proper instruments acknowledging satisfaction and
    discharge of this Indenture with respect to such Securities, when



 



    (1) either



 



    (A) all such Securities theretofore authenticated and
    delivered (other than (i) Securities which have been
    destroyed, lost or wrongfully taken and which have been replaced
    or paid as provided in Section 306 and
    (ii) Securities for whose payment money has theretofore
    been deposited in trust or segregated and held in trust by the
    Issuers and thereafter repaid to the Issuers 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 Issuers,



 



    and the Issuers, in the case of (i), (ii) or
    (iii) above, have deposited or caused to be deposited with
    the Trustee as trust funds in trust for such purpose money in an
    amount sufficient to pay and discharge the entire indebtedness
    on such Securities not theretofore delivered to the Trustee for
    cancellation, for principal and any premium and interest to the
    date of such 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 Issuers have paid or caused to be paid all other
    sums payable hereunder by the Issuers with respect to such
    Securities; and



 



    (3) the Issuers have 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
    with respect to such Securities have been complied with.



 



    Notwithstanding the satisfaction and discharge of this Indenture
    with respect to Securities of any series, the obligations of the
    Issuers to the Trustee under Section 607, the
    obligations of the Trustee 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 with respect to such Securities,
    the obligations of the Issuers with respect to such series under
    Section 1002 and the obligations of the Trustee
    under Section 402, Section 606




    

    27








 






    and the last paragraph of Section 1003 with respect
    to such Securities shall survive such satisfaction and discharge.



 



    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 with respect to Securities of any series
    shall be held in trust and applied by it, in accordance with the
    provisions of such Securities and this Indenture, to the
    payment, either directly or through any Paying Agent (including
    the Company acting as its own Paying Agent) as the Trustee may
    determine, to the Persons entitled thereto, of the principal and
    any premium and interest for whose payment such money has been
    deposited with the Trustee. All moneys deposited with the
    Trustee pursuant to Section 401 (and held by it or
    any Paying Agent) for the payment of Securities subsequently
    converted shall be returned to the Issuers upon Issuer Request,
    to the extent originally deposited by the Issuers. The Issuers
    may direct by an Issuer Order the investment of any money
    deposited with the Trustee pursuant to Section 401,
    without distinction between principal and income, in
    (1) United States Treasury Securities with a maturity of
    one year or less or (2) a money market fund that invests
    solely in short term United States Treasury Securities and from
    time to time the Issuers may direct the reinvestment of all or a
    portion of such money in other securities or funds meeting the
    criteria specified in Clause (1) or (2) of this
    sentence.



 




    ARTICLE V

    



 




    REMEDIES
    



 



    Section 501.  Events
    of Default.



 



    Except as may otherwise be provided pursuant to
    Section 301 for all or any specific Securities of
    any series, “Event of Default,” wherever
    used herein with respect to the Securities of that series, 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 of that series 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 any
    premium on any Security of that series at its Maturity; or



 



    (3) default in the deposit of any sinking fund payment,
    when and as due by the terms of a Security of that series and
    continuance of such default for a period of 60 days; or



 



    (4) default in the performance, or breach, of any covenant
    or warranty of an Issuer 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 or
    which has expressly been included in this Indenture solely for
    the benefit of series of Securities other than that series), and
    continuance of such default or breach for a period of
    90 days after there has been given, by registered or
    certified mail, 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 of that series 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) the entry by a court having jurisdiction in the
    premises of (A) a decree or order for relief in respect of
    any Issuer 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 any Issuer a bankrupt or insolvent, or approving
    as properly filed a petition seeking reorganization,
    arrangement, adjustment or composition of or in respect of any
    Issuer under any applicable Federal or State law, or appointing
    a custodian, receiver, liquidator, assignee, trustee,
    sequestrator or other similar official of any Issuer or of any
    substantial part of its property, or ordering the winding up or
    liquidation of its affairs, 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 90 consecutive
    days; or




    

    28








 






    (6) the commencement by any Issuer 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 it to the entry of a decree or order for relief
    in respect of any Issuer 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 it, or
    the filing by it of a petition or answer or consent seeking
    reorganization or relief under any applicable Federal or State
    law, or the consent by it to the filing of such petition or to
    the appointment of or taking possession by a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or other
    similar official of any Issuer or of any substantial part of its
    property, or the making by it of an assignment for the benefit
    of creditors, or the admission by it in writing of its inability
    to pay its debts generally as they become due, or the taking of
    corporate action by any Issuer in furtherance of any such
    action; or



 



    (7) if Article XIV has been made applicable
    with respect to such Securities, the Guarantee of the Securities
    of such series by any Guarantor shall for any reason cease to
    be, or shall for any reason be asserted in writing by such
    Guarantor or any Issuer not to be, in full force and effect and
    enforceable in accordance with its terms, except to the extent
    contemplated or permitted by this Indenture or by the terms of
    the Securities of such series established pursuant to
    Section 301; or



 



    (8) any other Event of Default provided with respect to
    Securities of that series in accordance with
    Section 301.



 



    Section 502.  Acceleration
    of Maturity; Rescission and Annulment.  Except
    as may otherwise be provided pursuant to Section 301
    for all or any specific Securities of any series, if an Event of
    Default (other than an Event of Default specified in
    Section 501(5) or 501(6)) with respect to
    Securities of that series at the time Outstanding occurs and is
    continuing, then in every such case the Trustee or the Holders
    of not less than 25% in principal amount of the Outstanding
    Securities of that series may declare the principal amount of
    all the Securities of that series (or, in the case of any
    Security of that series which specifies an amount to be due and
    payable thereon upon acceleration of the Maturity thereof, such
    amount as may be specified by the terms thereof) to be due and
    payable immediately, by a notice in writing to the Issuers and
    any Guarantor of the Securities of that series (and to the
    Trustee if given by Holders), and upon any such declaration such
    principal amount (or specified amount) shall become immediately
    due and payable. Except as may otherwise be provided pursuant to
    Section 301 for all or any specific Securities of
    any series, if an Event of Default specified in
    Section 501(5) or Section 501(6) with
    respect to Securities of that series at the time Outstanding
    occurs, the principal amount of all the Securities of that
    series (or, in the case of any Security of that series which
    specifies an amount to be due and payable thereon upon
    acceleration of the Maturity thereof, such amount as may be
    specified by the terms thereof) shall automatically, and without
    any declaration or other action on the part of the Trustee or
    any Holder, become immediately due and payable.



 



    Except as may otherwise be provided pursuant to
    Section 301 for all or any specific Securities of
    any series, at any time after such a declaration of acceleration
    with respect to Securities of that series has been made and
    before a judgment or decree for payment of the money due has
    been obtained by the Trustee as hereinafter in this Article
    provided, the Holders of a majority in principal amount of the
    Outstanding Securities of that series, by written notice to the
    Issuers, any Guarantor of the Securities of that series and the
    Trustee, may rescind and annul such declaration and its
    consequences if



 



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



 



    (A) all overdue interest on all Securities of that series,



 



    (B) the principal of (and premium, if any, on) any
    Securities of that series which have become due otherwise than
    by such declaration of acceleration and any interest thereon at
    the rate or rates prescribed therefor in such Securities,



 



    (C) to the extent that payment of such interest is lawful,
    interest upon overdue interest at the rate or rates prescribed
    therefor in such Securities, and




    

    29








 






    (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



 



    (2) all Events of Default with respect to Securities of
    that series, other than the non-payment of the principal of
    Securities of that series 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 Issuers covenant 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 60 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 Issuers 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 any premium
    and interest and, to the extent that payment of such interest
    shall be legally enforceable, interest on any overdue principal
    and premium and on any overdue interest, at the rate or rates
    prescribed therefor in such 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 with respect to Securities of any series
    occurs and is continuing, the Trustee may in its discretion
    proceed to protect and enforce its rights and the rights of the
    Holders of Securities of such series 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 any Issuer, any Guarantor or any
    other obligor upon the Securities, their property or their
    creditors, the Trustee shall be entitled and empowered, by
    intervention in such proceeding or otherwise, to take any and
    all actions authorized under the Trust Indenture Act in
    order to have claims of the Holders and the Trustee allowed in
    any such proceeding. 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.



 



    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;
    provided, however, that the Trustee may, on behalf
    of the Holders, vote for the election of a trustee in bankruptcy
    or similar official and be a member of a creditors’ or
    other similar committee.



 



    Section 505.  Trustee
    May Enforce Claims Without Possession of
    Securities.  All rights of action and claims
    under this Indenture or the Securities 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.




    

    30








 






    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 any premium 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 any premium 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 any premium and interest,
    respectively; and



 



    THIRD: To the payment of the remainder, if any, to the
    Issuers, any Guarantor or to whomsoever may be lawfully entitled
    to receive the same as a court of competent jurisdiction may
    direct.



 



    Section 507.  Limitation
    on Suits.  No Holder of any Security of any
    series 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 with respect to the
    Securities of that series;



 



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



 



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



 



    (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 of that series;



 



    it being understood and intended that no one or more of such
    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 of such
    Holders, or to obtain or to seek to obtain priority or
    preference over any other of such Holders or to enforce any
    right under this Indenture, except in the manner herein provided
    and for the equal and ratable benefit of all of such Holders.



 



    Section 508.  Unconditional
    Right of Holders to Receive Principal, Premium and Interest and
    to Convert.  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 any premium and (subject to
    Section 307) interest on such Security on the
    respective Stated Maturities expressed in such Security (or, in
    the case of redemption, on the Redemption Date), and, if
    the terms of such Security so provide, to convert such Security
    in accordance with its terms, and to institute suit for the
    enforcement of any such payment and, if applicable, any such
    right to convert, and such rights shall not be impaired without
    the 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
    Issuers, 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.




    

    31








 






    Section 510.  Rights
    and Remedies Cumulative.  Except as otherwise
    provided with respect to the replacement or payment of
    mutilated, destroyed, lost or wrongfully taken Securities in the
    last paragraph of Section 306, 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 Securities 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.



 



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



 



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



 



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



 



    (3) subject to the provisions of Section 601,
    the Trustee shall have the right to decline to follow any such
    direction if the Trustee in good faith shall determine that the
    proceeding so directed would involve the Trustee in personal
    liability.



 



    Section 513.  Waiver
    of Past Defaults.  Except as may otherwise be
    provided pursuant to Section 301 for all or any
    specific Securities of any series, the Holders of not less than
    a majority in principal amount (including waivers obtained in
    connection with a purchase of, or tender offer or exchange offer
    for, Securities) of the Outstanding Securities of any series to
    be affected under this Indenture may on behalf of the Holders of
    all the Securities of such series waive any past default
    hereunder with respect to such series and its consequences,
    except a default



 



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



 



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



 



    Upon any such waiver with respect to any series, such default
    shall cease to exist, and any Event of Default arising therefrom
    shall be deemed to have been cured, with respect to such series
    for every purpose of this Indenture; but no such waiver shall
    extend to any subsequent or other default or impair any right
    consequent thereon. A waiver of any past default and its
    consequences given by or on behalf of any Holder of Securities
    in connection with a purchase of, or tender or exchange offer
    for, such Holder’s Securities will not be rendered invalid
    by such purchase, tender or exchange.



 



    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 reasonable attorneys’ fees and
    expenses, against any such party litigant, in the manner and to
    the extent provided in the Trust Indenture Act; provided
    that neither this Section nor the Trust Indenture Act shall
    be deemed to authorize any court to require such an undertaking
    or to make such an assessment in any suit instituted by the
    Issuers, any Guarantor or the Trustee or, if applicable, in any
    suit for the enforcement of the right to convert any Security in
    accordance with its terms.



 



    Section 515.  Waiver
    of Usury, Stay or Extension Laws.  The Issuers
    and each Guarantor 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




    

    32








 






    whatsoever claim or take the benefit or advantage of, any usury,
    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 Issuers and each
    Guarantor (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.



 




    ARTICLE VI

    



 




    THE TRUSTEE
    



 



    Section 601.  Certain
    Duties and Responsibilities.  (a) Except
    during the continuance of an Event of Default,



 



    (1) the Trustee undertakes to perform such duties and only
    such duties as are specifically set forth in this Indenture and
    as are provided by the Trust Indenture Act, and, except for
    implied covenants or obligations under the Trust Indenture
    Act, no implied covenants or obligations shall be read into this
    Indenture against the Trustee; and



 



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



 



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



 



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



 



    (1) this Subsection shall not be construed to limit the
    effect of the first paragraph of this Section;



 



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



 



    (3) the Trustee shall not be liable with respect to any
    action taken or omitted to be taken by it in good faith in
    accordance with the direction of the Holders of a majority in
    principal amount of the Outstanding Securities of any series,
    determined as provided in Section 512, relating to
    the time, method and place of conducting any proceeding for any
    remedy available to the Trustee, or exercising any trust or
    power conferred upon the Trustee, under this Indenture with
    respect to the Securities of such series; and



 



    (4) 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.



 



    (d) 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.  If a default occurs hereunder
    with respect to Securities of any series, the Trustee shall give
    the Holders of Securities of such series notice of such default
    as and to the extent provided by the Trust Indenture Act;
    provided, however, that in the case of any default
    of the character specified in Section 501(4) with
    respect to Securities of such series, no such notice to Holders
    shall be given




    

    33








 






    until at least 60 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 with respect to Securities of such series.



 



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



 



    (1) 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;



 



    (2) any request or direction of the Issuers mentioned
    herein shall be sufficiently evidenced by an Issuer Request or
    Issuer Order and any request or direction of a Guarantor
    mentioned herein shall be sufficiently evidenced by a Guarantor
    Request or Guarantor Order of such Guarantor, and any resolution
    of the Board of Directors of an Issuer shall be sufficiently
    evidenced by a Board Resolution of such Issuer and any
    resolution of a Guarantor’s Board of Directors may be
    sufficiently evidenced by such Guarantor’s Board Resolution;



 



    (3) 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) shall be entitled to receive and may,
    in the absence of bad faith on its part, conclusively rely upon
    an Officers’ Certificate or if such matter relates to a
    Guarantor, a Guarantor’s Officers’ Certificate of such
    Guarantor;



 



    (4) 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;



 



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



 



    (6) 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 Issuers and, if
    applicable, the Guarantors, personally or by agent or attorney
    at the sole cost of the Issuers and shall incur no liability or
    additional liability of any kind by reason of such inquiry or
    investigation;



 



    (7) 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 and
    shall not be responsible for the supervision of officers and
    employees of such agents or attorneys;



 



    (8) the Trustee may request that the Issuers deliver an
    Officers’ Certificate setting forth the names of
    individuals
    and/or
    titles of officers authorized at such time to take specified
    actions pursuant to this Indenture, which Officers’
    Certificate may be signed by any person authorized to sign an
    Officers’ Certificate, including any person specified as so
    authorized in any such certificate previously delivered and not
    superseded;



 



    (9) 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;




    

    34








 






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



 



    (11) the rights, privileges, protections, immunities and
    benefits given to the Trustee, including its rights to be
    indemnified, are extended to, and shall be enforceable by, the
    Trustee in each of its capacities hereunder.



 



    Section 604.  Not
    Responsible for Recitals or Issuance of
    Securities.  The recitals contained herein and
    in the Securities, except the Trustee’s certificates of
    authentication, shall be taken as the statements of the Issuers,
    and the Trustee does not assume any responsibility for their
    correctness. The Trustee makes no representations as to the
    validity or sufficiency of this Indenture or of the Securities.
    The Trustee shall not be accountable for the use or application
    by the Issuers of Securities or the proceeds thereof.



 



    Section 605.  May
    Hold Securities.  The Trustee, any
    Authenticating Agent, any Paying Agent, any Security Registrar
    or any other agent of the Issuers or any Guarantor, 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 Issuers or any
    Guarantor 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 Issuers or any
    Guarantor.



 



    Section 607.  Compensation
    and Reimbursement.



 



    The Issuers agree



 



    (1) to pay to the Trustee from time to time such
    compensation as the Issuers and Trustee shall agree in writing
    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
    negligence, bad faith or willful misconduct; and



 



    (3) to indemnify each of the Trustee or any predecessor
    Trustee and its officers, directors, agents and employees for,
    and to hold it harmless against, any and all losses,
    liabilities, damages, claims or expenses including taxes (other
    than taxes based upon, measured by or determined by the earnings
    or income of the Trustee) incurred without negligence, bad faith
    or willful misconduct on its part, arising out of or in
    connection with the acceptance or administration of the trust or
    trusts hereunder, including the costs and expenses of defending
    itself against any claim (whether asserted by the Issuers, a
    Holder or any other Person) or liability in connection with the
    exercise or performance of any of its powers or duties hereunder.



 



    As security for the performance of the obligations of the
    Issuers under this Section the Trustee shall have a lien prior
    to the Securities upon all property and funds held or collected
    by the Trustee as such, except funds held in trust for the
    payment of principal of (and premium, if any) or interest on
    Securities.



 



    Without limiting any rights available to the Trustee under
    applicable law, when the Trustee incurs expenses or renders
    services in connection with an Event of Default specified in
    Section 501(5) or Section 501(6), 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.




    

    35








 






    The provisions of this Section shall survive the termination of
    this Indenture.



 



    Section 608.  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, the
    Trust Indenture Act and this Indenture. To the extent
    permitted by the Trust Indenture Act, the Trustee shall not
    be deemed to have a conflicting interest by virtue of being a
    trustee under this Indenture with respect to Securities of more
    than one series.



 



    Section 609.  Corporate
    Trustee Required; Eligibility.  There shall at
    all times be one (and only one) Trustee hereunder with respect
    to the Securities of each series, which may be Trustee hereunder
    for Securities of one or more other series. Each Trustee 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 in the continental United States of America.
    If any 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 and to the extent permitted by the
    Trust Indenture Act, 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 with respect to the
    Securities of any series 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.  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 in accordance with the applicable requirements of
    Section 611.



 



    The Trustee may resign at any time with respect to the
    Securities of one or more series by giving written notice
    thereof to the Issuers. If the instrument of acceptance by a
    successor Trustee required by Section 611 shall not
    have been delivered to the Trustee within 60 days after the
    giving of such notice of resignation, the resigning Trustee may
    petition, at the expense of the Issuers, any court of competent
    jurisdiction for the appointment of a successor Trustee with
    respect to the Securities of such series.



 



    The Trustee may be removed at any time with respect to the
    Securities of any series by Act of the Holders of a majority in
    principal amount of the Outstanding Securities of such series,
    delivered to the Trustee and to the Issuers. If the instrument
    of acceptance by a successor Trustee required by
    Section 611 shall not have been delivered to the
    Trustee within 30 days after the giving of a notice of
    removal pursuant to this paragraph, the Trustee being removed
    may petition, at the expense of the Issuers, any court of
    competent jurisdiction for the appointment of a successor
    Trustee with respect to the Securities of such series.



 



    If at any time:



 



    (1) the Trustee shall fail to comply with
    Section 608 after written request therefor by the
    Issuers 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 Issuers or by any such Holder, or



 



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



 



    then, in any such case, (A) the Issuers by a Board
    Resolution of each Issuer may remove the Trustee with respect to
    all Securities, or (B) 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 with respect to all Securities
    and the appointment of a successor Trustee or Trustees.




    

    36








 






    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, with respect to the Securities of one or more series,
    the Issuers, by a Board Resolution of each Issuer, shall
    promptly appoint a successor Trustee or Trustees with respect to
    the Securities of that or those series (it being understood that
    any such successor Trustee may be appointed with respect to the
    Securities of one or more or all of such series and that at any
    time there shall be only one Trustee with respect to the
    Securities of any particular series) and shall comply with the
    applicable requirements of
    Section 611.  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, at
    the expense of the Issuers, any court of competent jurisdiction
    for the appointment of a successor Trustee with respect to the
    Securities of such series. If, within one year after such
    resignation, removal or incapability, or the occurrence of such
    vacancy, a successor Trustee with respect to the Securities of
    any series shall be appointed by Act of the Holders of a
    majority in principal amount of the Outstanding Securities of
    such series delivered to the Issuers and the retiring Trustee,
    the successor Trustee so appointed shall, forthwith upon its
    acceptance of such appointment in accordance with the applicable
    requirements of Section 611, become the successor
    Trustee with respect to the Securities of such series and to
    that extent supersede the successor Trustee appointed by the
    Issuers. If no successor Trustee with respect to the Securities
    of any series shall have been so appointed by the Issuers or the
    Holders and accepted appointment in the manner required by
    Section 611, any Holder who has been a bona fide
    Holder of a Security of such series 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 with respect to the Securities of such series.



 



    The Company shall give notice of each resignation and each
    removal of the Trustee with respect to the Securities of any
    series and each appointment of a successor Trustee with respect
    to the Securities of any series to all Holders of Securities of
    such series in the manner provided in
    Section 106.  Each notice shall include
    the name of the successor Trustee with respect to the Securities
    of such series and the address of its Corporate
    Trust Office.



 



    Section 611.  Acceptance
    of Appointment by Successor.  In case of the
    appointment hereunder of a successor Trustee with respect to all
    Securities, every such successor Trustee so appointed shall
    execute, acknowledge and deliver to the Issuers, any Guarantor
    and to the retiring Trustee an instrument accepting such
    appointment, and thereupon the resignation or removal of the
    retiring Trustee shall become effective and such successor
    Trustee, without any further act, deed or conveyance, shall
    become vested with all the rights, powers, trusts and duties of
    the retiring Trustee; but, on the request of the Issuers 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.



 



    In case of the appointment hereunder of a successor Trustee with
    respect to the Securities of one or more (but not all) series,
    the Issuers, any Guarantor, the retiring Trustee and each
    successor Trustee with respect to the Securities of one or more
    series shall execute and deliver an indenture supplemental
    hereto wherein each successor Trustee shall accept such
    appointment and which (1) shall contain such provisions as
    shall be necessary or desirable to transfer and confirm to, and
    to vest in, each successor Trustee all the rights, powers,
    trusts and duties of the retiring Trustee with respect to the
    Securities of that or those series to which the appointment of
    such successor Trustee relates, (2) if the retiring Trustee
    is not retiring with respect to all Securities, shall contain
    such provisions as shall be deemed necessary or desirable to
    confirm that all the rights, powers, trusts and duties of the
    retiring Trustee with respect to the Securities of that or those
    series as to which the retiring Trustee is not retiring shall
    continue to be vested in the retiring Trustee, and
    (3) shall add to or change any of the provisions of this
    Indenture as shall be necessary to provide for or facilitate the
    administration of the trusts hereunder by more than one Trustee,
    it being understood that nothing herein or in such supplemental
    indenture shall constitute such Trustees co-trustees of the same
    trust and that each such Trustee shall be trustee of a trust or
    trusts hereunder separate and apart from any trust or trusts
    hereunder administered by any other such Trustee; and upon the
    execution and delivery of such supplemental indenture the
    resignation or removal of the retiring Trustee shall become
    effective to the extent provided therein and each such successor
    Trustee, without any further act, deed or conveyance, shall
    become vested with all the




    

    37








 






    rights, powers, trusts and duties of the retiring Trustee with
    respect to the Securities of that or those series to which the
    appointment of such successor Trustee relates; but, on request
    of the Issuers or any successor Trustee, such retiring Trustee
    shall duly assign, transfer and deliver to such successor
    Trustee all property and money held by such retiring Trustee
    hereunder with respect to the Securities of that or those series
    to which the appointment of such successor Trustee relates.



 



    Upon request of any such successor Trustee, the Issuers and any
    Guarantor shall execute any and all instruments for more fully
    and certainly vesting in and confirming to such successor
    Trustee all such rights, powers and trusts referred to in the
    first or second preceding paragraph, as the case may be.



 



    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.



 



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



 



    Section 614.  Appointment
    of Authenticating Agent.  The Trustee may
    appoint an Authenticating Agent or Agents with respect to any
    series of Securities which shall be authorized to act on behalf
    of the Trustee to authenticate the Securities of such Series
    issued upon original issue and upon exchange, registration of
    transfer, partial conversion or partial redemption or pursuant
    to Section 306, and Securities of such series so
    authenticated shall be entitled to the benefits of this
    Indenture and shall be valid and obligatory for all purposes as
    if authenticated by the Trustee hereunder. Wherever reference is
    made in this Indenture to the authentication and delivery of
    Securities of such series 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 so appointed with respect to such series
    and a certificate of authentication executed on behalf of the
    Trustee by an Authenticating Agent so appointed with respect to
    such series. Each Authenticating Agent shall be acceptable to
    the Issuers 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 the corporate agency or
    corporate trust business of an Authenticating Agent, shall
    continue to be an Authenticating Agent, provided such
    corporation shall be otherwise eligible under this Section,
    without the execution or filing of any paper or any further act
    on the part of the Trustee, the Issuers, the Authenticating
    Agent or such successor corporation.




    

    38








 






    An Authenticating Agent may resign at any time by giving written
    notice thereof to the Trustee and to the Issuers. The Trustee
    may at any time terminate the agency of an Authenticating Agent
    by giving written notice thereof to such Authenticating Agent
    and to the Issuers. 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 with respect to any series of
    Securities which shall be acceptable to the Issuers and shall
    give notice of such appointment to all Holders of Securities of
    such series in the manner provided in
    Section 106.  Any successor Authenticating
    Agent upon acceptance of its appointment hereunder shall become
    vested with all 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 Trustee agrees to pay to each Authenticating Agent from time
    to time reasonable compensation for its services under this
    Section, and the Trustee shall be entitled to be reimbursed by
    the Issuers for such payments, subject to the provisions of
    Section 607.



 



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



 



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



 



    [TRUSTEE], AS TRUSTEE



 


			
	 	    By: 
	
        









    As Authenticating Agent



 


			
	 	    By: 
	
        









    Authorized Signatory



 




    ARTICLE VII

    



 




    HOLDERS’
    LISTS AND REPORTS BY TRUSTEE AND COMPANY
    



 



    Section 701.  Issuers
    to Furnish Trustee Names and Addresses of
    Holders.  The Issuers and any Guarantor will
    furnish or cause to be furnished to the Trustee



 



    (1) semi-annually, not later than May 15 and November 15 in
    each year, a list, in such form as the Trustee may reasonably
    require, of the names and addresses of the Holders of Securities
    of each series as of the immediately preceding May 1 or November
    1 as the case may be, and



 



    (2) at such other times as the Trustee may request in
    writing, within 30 days after the receipt by the Issuers or
    such Guarantor, respectively, 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.  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




    

    39








 






    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.



 



    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 privileges of the
    Trustee, shall be as provided by the Trust Indenture Act.



 



    Every Holder of Securities, by receiving and holding the same,
    agrees with the Issuers, any Guarantor and the Trustee that
    neither of the Issuers nor the Guarantors (if applicable) 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 the
    Trust Indenture Act.



 



    Section 703.  Reports
    by Trustee.  The Trustee shall transmit to
    Holders such reports concerning the Trustee and its actions
    under this Indenture as may be required pursuant to the
    Trust Indenture Act at the times and in the manner provided
    pursuant thereto.



 



    Reports so required to be transmitted at stated intervals of not
    more than 12 months shall be transmitted no later than
    [May] 15 and shall be dated as of [May] 1 in each
    calendar year, commencing in 2009.



 



    A copy of each such report shall, at the time of such
    transmission to Holders, be filed by the Trustee with each stock
    exchange upon which any Securities are listed, with the
    Commission and with the Issuers and any Guarantor. The Issuers
    and any Guarantor will notify the Trustee when any Securities
    are listed on any stock exchange and of any delisting thereof.



 



    Section 704.  Reports
    by Issuers.  The Issuers and any Guarantor
    shall file with the Trustee and the Commission, and transmit to
    Holders, such information, documents and other reports, and such
    summaries thereof, as may be required pursuant to the
    Trust Indenture Act, if any, at the times and in the manner
    provided pursuant to such Act; provided that any such
    information, documents or reports required to be filed with the
    Commission pursuant to Section 13 or 15(d) of the Exchange
    Act need not be filed with the Trustee until the 15th day
    after the same are actually 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 compliance by the Issuers or any
    Guarantor with any of their covenants hereunder (as to which the
    Trustee is entitled to rely exclusively on Officers’
    Certificates or Guarantor’s Officers’ Certificates, as
    the case may be).



 




    ARTICLE VIII

    



 




    CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE
    



 



    Section 801.  Issuers
    May Consolidate, Etc., Only on Certain
    Terms.  Neither Issuer shall consolidate with
    or merge into any other Person or sell, convey, transfer or
    lease all or substantially all its properties and assets to any
    Person, and neither Issuer shall permit any Person to
    consolidate with or merge into such Issuer, unless:



 



    (1) (x) in case such Issuer shall consolidate with or
    merge into another Person or sell, convey, transfer or lease all
    or substantially all its properties and assets to any Person,
    the Person formed by such consolidation or into which such
    Issuer is merged or the Person which acquires by sale,
    conveyance or transfer, or which leases, all or substantially
    all the properties and assets of such Issuer shall be a
    corporation, partnership or trust organized and validly existing
    under the laws of the United States, 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 reasonably satisfactory to the Trustee, the due and
    punctual payment of the principal of and any premium and
    interest on all the Securities and the performance or observance
    of every covenant of this Indenture on the part of such Issuer
    to be performed or observed and, for each Security that by its
    terms provides for conversion, shall have provided for the right
    to convert such Security in accordance with its terms and
    (y) in addition, if the Co-Issuer was co-issuer as to




    

    40








 






    any series of Outstanding Securities upon original issuance
    thereof, immediately after giving effect to such transaction, an
    Issuer with respect to such series of Securities shall be a
    corporation;



 



    (2) immediately after giving effect to such transaction and
    treating any indebtedness which becomes an obligation of such
    Issuer or any Subsidiary as a result of such transaction as
    having been incurred by such Issuer or such Subsidiary 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; and



 



    (3) such Issuer has delivered to the Trustee an
    Officers’ Certificate and an Opinion of Counsel, each
    stating that such consolidation, merger, sale, conveyance,
    transfer or lease and, if a supplemental indenture is required
    in connection with such transaction, such supplemental indenture
    comply with this Article and that all conditions precedent
    herein provided for relating to such transaction have been
    complied with.



 



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



 




    ARTICLE IX

    



 




    SUPPLEMENTAL
    INDENTURES
    



 



    Section 901.  Supplemental
    Indentures Without Consent of Holders.  Except
    as may otherwise be provided pursuant to Section 301
    for all or any specific Securities of any series, without the
    consent of any Holders, the Issuers, when authorized by a Board
    Resolution of each Issuer, each of the Guarantors, when
    authorized by a Guarantor’s Board Resolution of such
    Guarantor, 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 any
    Issuer or a Guarantor and the assumption by any such successor
    of the covenants of such Issuer or such Guarantor herein and in
    the Securities or the Guarantees of such Guarantor, as the case
    may be; or



 



    (2) to add to the covenants of any Issuer or any Guarantor
    for the benefit of the Holders of all or any Securities of any
    series (and if such covenants are to be for the benefit of less
    than all Securities of such series, stating that such covenants
    are expressly being included solely for the benefit of such
    Securities within such series) or to surrender any right or
    power herein conferred upon any Issuer or any Guarantor with
    regard to all or any Securities of any series (and if any such
    surrender is to be made with regard to less than all Securities
    of such series, stating that such surrender is expressly being
    made solely with regard to such Securities within such
    series); or



 



    (3) to add any additional Events of Default for the benefit
    of the Holders of all or any Securities of any series (and if
    such additional Events of Default are to be for the benefit of
    less than all Securities of such series, stating that such
    additional Events of Default are expressly being included solely
    for the benefit of such Securities within such series); or



 



    (4) to add to or change any of the provisions of this
    Indenture to such extent as shall be necessary to permit or
    facilitate the issuance of Securities in bearer form,
    registrable or not registrable as to principal, and with or
    without interest coupons, or to permit or facilitate the
    issuance of Securities in uncertificated form; or




    

    41








 






    (5) to add to, change or eliminate any of the provisions of
    this Indenture in respect of all or any Securities of any series
    or any Guarantees thereof (and if such addition, change or
    elimination is to apply with respect to less than all Securities
    of such series or Guarantees thereof, stating that it is
    expressly being made to apply solely with respect to such
    Securities within such series or Guarantees thereof), provided
    that any such addition, change or elimination (A) shall
    neither (i) apply to any Security of any series or
    Guarantee thereof created prior to the execution of such
    supplemental indenture and entitled to the benefit of such
    provision nor (ii) modify the rights of the Holder of any
    such Security with respect to such provision or (B) shall
    become effective only when there is no such Security
    Outstanding; or



 



    (6) to secure the Securities or any Guarantees; or



 



    (7) to establish the form or terms of all or any Securities
    of any series and any Guarantees thereof as permitted by
    Sections 201 and 301; or



 



    (8) to evidence and provide for the acceptance of
    appointment hereunder by a successor Trustee with respect to the
    Securities of one or more series and to add to or change any of
    the provisions of this Indenture as shall be necessary to
    provide for or facilitate the administration of the trusts
    hereunder by more than one Trustee, pursuant to the requirements
    of Section 611; or



 



    (9) to add to or change any of the provisions of this
    Indenture with respect to any Securities that by their terms may
    be converted into securities or other property other than
    Securities of the same series and of like tenor, in order to
    permit or facilitate the issuance, payment or conversion of such
    Securities; or



 



    (10) to add any Person as an additional Guarantor under
    this Indenture, to add additional Guarantees or additional
    Guarantors in respect of any Outstanding Securities under this
    Indenture, or to evidence the release and discharge of any
    Guarantor from its obligations under its Guarantees of any
    Securities and its obligations under this Indenture in respect
    of any Securities in accordance with the terms of this
    Indenture; or



 



    (11) to conform the text of this Indenture or any
    Securities or any Guarantee endorsed thereon to any provision of
    the “Description of Debt Securities and Guarantees”
    section of the Prospectus or the comparable section in any
    prospectus or prospectus supplement of the Issuers prepared from
    time to time after the date of this Indenture with respect to
    the offer and sale of Securities of any series, to the extent
    that such provision was intended to be a verbatim recitation of
    a provision of this Indenture, the Securities or such
    Guarantee; or



 



    (12) to cure any ambiguity, to correct or supplement any
    provision herein which may be defective or inconsistent with any
    other provision herein, or to make any other provisions with
    respect to matters or questions arising under this Indenture,
    provided that such action pursuant to this Clause (12)
    shall not adversely affect the interests of the Holders of
    Securities of any series in any material respect.



 



    The Trustee is hereby authorized to join with the Issuers and
    the Guarantors in the execution of any such supplemental
    indenture, to make any further appropriate agreements and
    stipulations which may be therein contained and to accept the
    conveyance, transfer, assignment, mortgage or pledge of any
    property thereunder, but the Trustee 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 902.  Supplemental
    Indentures With Consent of Holders.  Except as
    may otherwise be provided pursuant to Section 301
    for all or any specific Securities of any series or Guarantees
    thereof, with the consent of the Holders of a majority in
    principal amount (including consents obtained in connection with
    a purchase of, or tender offer or exchange offer for,
    Securities) of the Outstanding Securities of all series affected
    by such supplemental indenture (considered together as one class
    for this purpose and such affected Securities potentially being
    Securities of the same or different series and, with respect to
    any series, potentially comprising fewer than all the Securities
    of such series), by Act of said Holders delivered to the Issuers
    and the Trustee, the Issuers, when authorized by a Board
    Resolution of each Issuer, each of the Guarantors when
    authorized by a Guarantor’s Board Resolution of such
    Guarantor, 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




    

    42








 






    eliminating any of the provisions of this Indenture or of
    modifying in any manner the rights of the Holders of Securities
    of such series under this Indenture or any Guarantees of such
    Securities; provided, however, that no such
    supplemental indenture shall, without the consent of the Holder
    of each Outstanding Security affected thereby (including
    consents obtained in connection with a purchase of, or tender
    offer or exchange offer for, Securities),



 



    (1) change the Stated Maturity of the principal of, or any
    installment of principal of or 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
    reduce the amount of the principal of an Original Issue Discount
    Security or any other Security which would be due and payable
    upon a declaration of acceleration of the Maturity thereof
    pursuant to Section 502, or permit an Issuer to
    redeem any Security if, absent such supplemental indenture, such
    Issuer would not be permitted to do so, or change any Place of
    Payment 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) if any Security provides that the Holder may require
    the Issuers to repurchase or convert such Security, impair such
    Holder’s right to require repurchase or conversion of such
    Security on the terms provided therein, or



 



    (3) reduce the percentage in principal amount of the
    Outstanding Securities of any one or more series (considered
    separately or together as one class, as applicable, and whether
    comprising the same or different series or less than all the
    Securities of a series), the consent of whose Holders is
    required for any such supplemental indenture, or the consent of
    whose Holders is required for any waiver (of compliance with
    certain provisions of this Indenture or certain defaults
    hereunder and their consequences) provided for in this
    Indenture, or



 



    (4) if any Security is guaranteed by the Guarantee of any
    Grantor, release such Guarantor from any of its obligations
    under such Guarantee except in accordance with the terms of this
    Indenture; or



 



    (5) modify any of the provisions of this Section,
    Section 513 or Section 1006, 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; provided, however, that this
    clause shall not be deemed to require the consent of any Holder
    with respect to changes in the references to “the
    Trustee” and concomitant changes in this Section
    and Section 1006, or the deletion of this proviso,
    in accordance with the requirements of Sections 611
    and 901(8).



 



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



 



    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. A consent to any indenture
    supplemental hereto by or on behalf of any Holder of Securities
    given in connection with a purchase of, or tender or exchange
    offer for, such Holder’s Securities will not be rendered
    invalid by such purchase, tender or exchange.



 



    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 Opinion of Counsel
    and Officers’ Certificate and Guarantor’s
    Officers’ Certificate, as the case may be, 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.




    

    43








 






    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.  Conformity
    with Trust Indenture Act.  Every
    supplemental indenture executed pursuant to this Article shall
    conform to the requirements of the Trust Indenture Act.



 



    Section 906.  Reference
    in Securities to Supplemental
    Indentures.  Securities of any series
    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 Issuers shall so determine, new Securities of
    any series so modified as to conform, in the opinion of the
    Trustee and the Issuers, to any such supplemental indenture may
    be prepared and executed by the Issuers and authenticated and
    delivered by the Trustee in exchange for Outstanding Securities
    of such series.



 



    Section 907.  Subordination
    Unimpaired.  No supplemental indenture shall
    adversely affect the interests of any holder of Senior Debt then
    outstanding under Article XV or of any holder of
    Senior Guarantor Debt then outstanding under the last paragraph
    of Section 1401 in any material respect unless each
    holder of Senior Debt or Senior Guarantor Debt so affected (or
    the group or representative thereof authorized or required to
    consent thereto pursuant to the instrument creating or
    evidencing, or pursuant to which there is outstanding, such
    Senior Debt or Senior Guarantor Debt) consents to such
    supplemental indenture in writing.



 




    ARTICLE X

    



 




    COVENANTS
    



 



    Section 1001.  Payment
    of Principal, Premium and Interest.  With
    respect to each series of Securities, each of the Company and,
    if the Co-Issuer is a co-issuer as to such series of Securities,
    the Co-Issuer, jointly and severally with the Company, covenants
    and agrees for the benefit of such series of Securities that
    such Issuer will duly and punctually pay the principal of and
    any premium and interest on the Securities of that series in
    accordance with the terms of the Securities and this Indenture.



 



    Section 1002.  Maintenance
    of Office or Agency.  The Issuers will
    maintain in each Place of Payment for any series of Securities
    an office or agency where Securities of that series may be
    presented or surrendered for payment, where Securities of that
    series may be surrendered for registration of transfer or
    exchange, where Securities may be surrendered for conversion and
    where notices and demands to or upon the Issuers or any
    Guarantor in respect of the Securities of that series and this
    Indenture may be served. The Issuers 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 Issuers
    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 Issuers and each Guarantor hereby appoints the Trustee as
    its agent to receive all such presentations, surrenders, notices
    and demands.



 



    The Issuers may also from time to time designate one or more
    other offices or agencies where the Securities of one or more
    series 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 Issuers of their
    obligation to maintain an office or agency in each Place of
    Payment for Securities of any series for such purposes. The
    Issuers 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.



 



    With respect to any Global Security, and except as otherwise may
    be specified for such Global Security as contemplated by
    Section 301, the Corporate Trust Office of the
    Trustee shall be the Place of Payment where such Global Security
    may be presented or surrendered for payment or for registration
    of transfer or exchange, or where successor Securities may be
    delivered in exchange therefor, provided, however,
    that any such payment, presentation, surrender or delivery
    effected pursuant to the Applicable Procedures of the




    

    44








 






    Depositary for such Global Security shall be deemed to have been
    effected at the Place of Payment for such Global Security in
    accordance with the provisions of this Indenture.



 



    Section 1003.  Money
    for Securities Payments to Be Held in
    Trust.  If the Company shall at any time act
    as its own Paying Agent with respect to any series of
    Securities, it will, on or before each due date of the principal
    of or any premium or interest on any of the Securities of that
    series, segregate and hold in trust for the benefit of the
    Persons entitled thereto a sum sufficient to pay the principal
    and any premium and interest so becoming due until such sums
    shall be paid to such Persons or otherwise disposed of as herein
    provided and will promptly notify the Trustee of its action or
    failure so to act.



 



    Whenever the Issuers shall have one or more Paying Agents for
    any series of Securities, the Issuers will, on or prior to
    11:00 A.M., New York City time, on each due date of the
    principal of or any premium or interest on any Securities of
    that series, deposit (or, if the Issuers have deposited any
    trust funds with a trustee pursuant to
    Section 1304(1), cause such trustee to 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 Issuers will promptly
    notify the Trustee of its action or failure so to act.



 



    The Issuers will cause each Paying Agent for any series of
    Securities 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 (1) comply with the provisions
    of the Trust Indenture Act applicable to it as a Paying
    Agent and (2) during the continuance of any default by the
    Issuers (or any other obligor upon the Securities of that
    series) in the making of any payment in respect of the
    Securities of that series, upon the written request of the
    Trustee, forthwith pay to the Trustee all sums held in trust by
    such Paying Agent for payment in respect of the Securities of
    that series.



 



    The Issuers may at any time, for the purpose of obtaining the
    satisfaction and discharge of this Indenture or for any other
    purpose, pay, or by Issuer 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.



 



    Any money deposited with the Trustee or any Paying Agent, or
    then held by the Company, in trust for the payment of the
    principal of or any premium or interest on any Security of any
    series and remaining unclaimed for two years after such
    principal, premium or interest has become due and payable shall
    be paid to the Company on Issuer Request (or if deposited by a
    Guarantor, paid to such Guarantor on Guarantor Request), or (if
    then held by the Company) shall be discharged from such trust;
    and the Holder of such Security shall thereafter, as an
    unsecured general creditor, look only to the Issuers or such
    Guarantor, as the case may be, 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 Issuers or
    such Guarantor, as the case may be, 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 or the applicable Guarantor, as the case may be.



 



    Section 1004.  Existence.  Subject
    to Article VIII, each Issuer will at all times do or
    cause to be done all things necessary to preserve and keep in
    full force and effect its existence (x) as a corporation,
    partnership or trust and (y) if the Co-Issuer was co-issuer
    as to any series of Outstanding Securities upon original
    issuance thereof, as a corporation (unless at such time there is
    another Issuer with respect to such series of Securities and
    such other Issuer is a corporation).



 



    Section 1005.  Statement
    by Officers as to Default.  (a) The
    Issuers 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 Issuers are in
    default in the




    

    45








 






    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
    Issuers shall be in default, specifying all such defaults and
    the nature and status thereof of which they may have knowledge;



 



    (b) So long as any Securities of a series to which
    Article XIV has been made applicable are
    Outstanding, each Guarantor of such Securities will deliver to
    the Trustee, within 120 days after the end of each fiscal
    year of the Company ending after the date hereof, a
    Guarantor’s Officers’ Certificate of such Guarantor,
    stating whether or not to the best knowledge of the signers
    thereof such Guarantor 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 such Guarantor
    shall be in default, specifying all such defaults and the nature
    and status thereof of which they may have knowledge.



 



    Section 1006.  Waiver
    of Certain Covenants.  Except as otherwise
    provided pursuant to Section 301 for all or any
    Securities of any series, the Issuers may, with respect to all
    or any Securities of any series, omit in any particular instance
    to comply with any term, provision or condition set forth in
    Section 1004 or in any covenant provided pursuant to
    Section 301(18), 901(2), 901(6) or
    901(7) for the benefit of the Holders of such series or
    in Article VIII if, before the time for such
    compliance, the Holders of a majority in principal amount
    (including waivers obtained in connection with a purchase of, or
    tender offer or exchange offer for, Securities) of all
    Outstanding Securities affected by such waiver (considered
    together as one class for this purpose and such affected
    Securities potentially being Securities of the same or different
    series and, with respect to any particular series, potentially
    comprising fewer than all the Securities of such series) shall,
    by Act of such Holders, either waive such compliance in such
    instance or generally waive compliance with such term, provision
    or condition, but no such waiver shall extend to or affect such
    term, provision or condition except to the extent so expressly
    waived, and, until such waiver shall become effective, the
    obligations of the Issuers and the duties of the Trustee in
    respect of any such term, provision or condition shall remain in
    full force and effect. A waiver of compliance given by or on
    behalf of any Holder of Securities in connection with a purchase
    of, or tender or exchange offer for, such Holder’s
    Securities will not be rendered invalid by such purchase, tender
    or exchange.



 




    ARTICLE XI

    



 




    REDEMPTION OF
    SECURITIES
    



 



    Section 1101.  Applicability
    of Article.  Securities of any series which
    are redeemable before their Stated Maturity shall be redeemable
    in accordance with their terms and (except as otherwise
    specified as contemplated by Section 301 for such
    Securities) in accordance with this Article.



 



    Section 1102.  Election
    to Redeem; Notice to Trustee.  The election of
    the Issuers to redeem any Securities shall be established in or
    pursuant to a Board Resolution of each Issuer or in another
    manner specified as contemplated by Section 301 for
    such Securities. In case of any redemption at the election of
    the Issuers of less than all the Securities of any series
    (including any such redemption affecting only a single
    Security), the Issuers shall, at least five Business Days prior
    to the Redemption Date fixed by the Issuers (unless a
    shorter notice shall be satisfactory to the Trustee), notify the
    Trustee of such Redemption Date, of the principal amount of
    Securities of such series to be redeemed and, if applicable, of
    the tenor of the Securities to be redeemed. In the case of any
    redemption of Securities (1) prior to the expiration of any
    restriction on such redemption provided in the terms of such
    Securities or elsewhere in this Indenture, or (2) pursuant
    to an election of the Issuers that is subject to a condition
    specified in the terms of the Securities of the series to be
    redeemed, the Issuers shall furnish the Trustee with an
    Officers’ Certificate evidencing compliance with such
    restriction or condition.



 



    Section 1103.  Selection
    by Trustee of Securities to Be Redeemed.  If
    less than all the Securities of any series are to be redeemed
    (unless all the Securities of such series and of a specified
    tenor are to be redeemed or unless such redemption affects only
    a single Security), the particular Securities to be redeemed
    shall be selected not more than 40 days prior to the
    Redemption Date by the Trustee, from the Outstanding
    Securities of such series not previously called for redemption,
    by such method as the Trustee shall deem fair and




    

    46








 






    appropriate and which may provide for the selection for
    redemption of a portion of the principal amount of any Security
    of such series, provided that the unredeemed portion of the
    principal amount of any Security shall be in an authorized
    denomination (which shall not be less than the minimum
    authorized denomination) for such Security. If less than all the
    Securities of such series and of a specified tenor are to be
    redeemed (unless such redemption affects only a single
    Security), the particular Securities to be redeemed shall be
    selected not more than 40 days prior to the
    Redemption Date by the Trustee, from the Outstanding
    Securities of such series and specified tenor not previously
    called for redemption in accordance with the preceding sentence.



 



    If any Security selected for partial redemption is converted in
    part before termination of the conversion right with respect to
    the portion of the Security so selected, the converted portion
    of such Security shall be deemed (so far as it may be) to be the
    portion selected for redemption. Securities which have been
    converted during a selection of Securities to be redeemed shall
    be treated by the Trustee as Outstanding for the purpose of such
    selection.



 



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



 



    The provisions of the two preceding paragraphs shall not apply
    with respect to any redemption affecting only a single Security,
    whether such Security is to be redeemed in whole or in part. In
    the case of any such redemption in part, the unredeemed portion
    of the principal amount of the Security shall be in an
    authorized denomination (which shall not be less than the
    minimum authorized denomination) for such Security.



 



    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 1104.  Notice
    of Redemption.  Notice of redemption shall be
    given in the manner provided in Section 106 not less
    than 30 days nor more than 60 days prior to the
    Redemption Date (or within such period as otherwise
    specified as contemplated by Section 301 for the
    relevant Securities), to each Holder of Securities to be
    redeemed, at his address appearing in the Security Register.



 



    All notices of redemption shall identify the Securities to be
    redeemed (including CUSIP numbers, if any) and shall state:



 



    (1) the Redemption Date,



 



    (2) the Redemption Price,



 



    (3) if less than all the Outstanding Securities of any
    series consisting of more than a single Security are to be
    redeemed, the identification (and, in the case of partial
    redemption of any such Securities, the principal amounts) of the
    particular Securities to be redeemed and, if less than all the
    Outstanding Securities of any series consisting of a single
    Security are to be redeemed, the principal amount of the
    particular Security 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, if applicable, that interest
    thereon will cease to accrue on and after said date,



 



    (5) the place or places where each such Security is to be
    surrendered for payment of the Redemption Price,



 



    (6) for any Securities that by their terms may be
    converted, the terms of conversion, the date on which the right
    to convert the Security to be redeemed will terminate and the
    place or places where such Securities may be surrendered for
    conversion, and



 



    (7) that the redemption is for a sinking fund, if such is
    the case.




    

    47








 






    Notice of redemption of Securities to be redeemed at the
    election of the Issuers shall be given by the Issuers or, at the
    Issuers’ request, by the Trustee in the name and at the
    expense of such Issuers.



 



    Section 1105.  Deposit
    of Redemption Price.  Prior to
    11:00 A.M., New York City time, on any
    Redemption Date, the Issuers shall deposit with the Trustee
    or with a Paying Agent (or, if the Company is acting as its own
    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, other than any Securities called for redemption on that
    date which have been converted prior to the date of such deposit.



 



    If any Security called for redemption is converted, any money
    deposited with the Trustee or with any Paying Agent or so
    segregated and held in trust for the redemption of such Security
    shall (subject to any right of the Holder of such Security or
    any Predecessor Security to receive interest as provided in the
    last paragraph of Section 307 or in the terms of
    such Security) be paid to the Company upon Issuer Request or, if
    then held by any Issuer, shall be discharged from such trust.



 



    Section 1106.  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 Issuers 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 Issuers at the
    Redemption Price, together with accrued interest to the
    Redemption Date; provided, however, that,
    unless otherwise specified as contemplated by
    Section 301, installments of interest whose Stated
    Maturity is on or prior to the Redemption Date will 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 307.



 



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



 



    Section 1107.  Securities
    Redeemed in Part.  Any Security which is to be
    redeemed only in part shall be surrendered at a Place of Payment
    therefor (with, if the Issuers or the Trustee so requires, due
    endorsement by, or a written instrument of transfer in form
    satisfactory to the Issuers and the Trustee duly executed by,
    the Holder thereof or his attorney duly authorized in writing),
    and the Issuers shall execute, and the Trustee shall
    authenticate and deliver to the Holder of such Security without
    service charge, a new Security or Securities of the same series
    and of like tenor, 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.



 



    Section 1108.  No
    Limit on Repurchases.  Nothing in this
    Indenture or the Securities shall prohibit or limit the right of
    the Issuers or any Affiliate of an Issuer to repurchase
    Securities from time to time at any price in open market
    purchases or private transactions at negotiated prices, by
    tender offer or otherwise, in each case without any notice to or
    consent by Holders. Any Securities purchased by the Issuers or
    any Affiliate of an Issuer may, to the extent permitted by law
    and at the discretion of the Issuers, be held, resold or
    delivered to the Trustee for cancellation. Any such Securities
    delivered to the Trustee for cancellation may not be resold and
    shall be disposed of as directed by an Issuer Order.




    

    48








 







    ARTICLE XII

    



 




    SINKING FUNDS
    



 



    Section 1201.  Applicability
    of Article.  The provisions of this Article
    shall be applicable to any sinking fund for the retirement of
    Securities of any series except as otherwise specified as
    contemplated by Section 301 for such Securities.



 



    The minimum amount of any sinking fund payment provided for by
    the terms of any Securities is herein referred to as a
    “mandatory sinking fund payment,” and
    any payment in excess of such minimum amount provided for by the
    terms of such Securities is herein referred to as an
    “optional sinking fund payment.” If
    provided for by the terms of any Securities, the cash amount of
    any sinking fund payment may be subject to reduction as provided
    in Section 1202. Each sinking fund payment shall be
    applied to the redemption of Securities as provided for by the
    terms of such Securities.



 



    Section 1202.  Satisfaction
    of Sinking Fund Payments with
    Securities.  The Issuers (1) may deliver
    Outstanding Securities of a series (other than any previously
    called for redemption) and (2) may apply as a credit
    Securities of a series which have been converted in accordance
    with their terms or which have been redeemed either at the
    election of the Issuers pursuant to the terms of such Securities
    or through the application of permitted optional sinking fund
    payments pursuant to the terms of such Securities, in each case
    in satisfaction of all or any part of any sinking fund payment
    with respect to any Securities of such series required to be
    made pursuant to the terms of such Securities as and to the
    extent provided for by the terms of such Securities; provided
    that the Securities to be so credited have not been previously
    so credited. The Securities to be so credited shall be received
    and credited for such purpose by the Trustee at the
    Redemption Price, as specified in the Securities so to be
    redeemed (or at such other prices as may be specified for such
    Securities as contemplated in Section 301), for
    redemption through operation of the sinking fund and the amount
    of such sinking fund payment shall be reduced accordingly.



 



    Section 1203.  Redemption
    of Securities for Sinking Fund.  Not less than
    45 days (or such shorter period as shall be satisfactory to
    the Trustee) prior to each sinking fund payment date for any
    Securities, the Issuers will deliver to the Trustee an
    Officers’ Certificate specifying the amount of the next
    ensuing sinking fund payment for such Securities pursuant to the
    terms of such Securities, the portion thereof, if any, which is
    to be satisfied by payment of cash and the portion thereof, if
    any, which is to be satisfied by delivering and crediting
    Securities pursuant to Section 1202 and will also
    deliver to the Trustee any Securities to be so delivered. Not
    less than 30 days prior to each such sinking fund payment
    date, the Trustee shall select the Securities to be redeemed
    upon such sinking fund payment date in the manner specified in
    Section 1103 and cause notice of the redemption
    thereof to be given in the name of and at the expense of the
    Issuers in the manner provided in Section 1104. Such
    notice having been duly given, the redemption of such Securities
    shall be made upon the terms and in the manner stated in
    Sections 1106 and 1107.



 




    ARTICLE XIII

    



 




    DEFEASANCE
    AND COVENANT DEFEASANCE
    



 



    Section 1301.  Issuers’
    Option to Effect Defeasance or Covenant
    Defeasance.  Unless otherwise designated
    pursuant to Section 301(15), the Securities of any
    series of Securities shall be subject to defeasance or covenant
    defeasance pursuant to such Section 1302 or
    1303, in accordance with any applicable requirements
    provided pursuant to Section 301 and upon compliance
    with the conditions set forth below in this Article. The Issuers
    may elect, at their option, at any time, to have
    Section 1302 or Section 1303 applied to
    any Securities or any series of Securities so subject to
    defeasance or covenant defeasance. Any such election shall be
    evidenced by a Board Resolution of each Issuer or in another
    manner specified as contemplated by Section 301 for
    such Securities.



 



    Section 1302.  Defeasance
    and Discharge.  Upon the exercise of the
    Issuers’ option (if any) to have this Section applied to
    any Securities or any series of Securities, as the case may be,
    the Issuers shall be deemed to have been discharged from their
    obligations, and the provisions of Article XV (and
    the provisions




    

    49








 






    of the last paragraph of Section 1401) shall cease
    to be effective, with respect to such Securities as provided in
    this Section on and after the date the conditions set forth in
    Section 1304 are satisfied (hereinafter called
    “Defeasance”). For this purpose, such
    Defeasance means that the Issuers and the Guarantors of the
    Securities shall be deemed to have paid and discharged the
    entire indebtedness represented by such Securities and to have
    satisfied all their other respective obligations under such
    Securities and this Indenture insofar as such Securities or such
    Guarantees are concerned (and the Trustee, at the expense of the
    Issuers, shall execute proper instruments acknowledging the
    same), subject to the following which shall survive until
    otherwise terminated or discharged hereunder: (1) the
    rights of Holders of such Securities to receive, solely from the
    trust fund described in Section 1304(1) and as more
    fully set forth in such Section, payments in respect of the
    principal of and any premium and interest on such Securities
    when payments are due, (2) the obligations of the Issuers
    and the Guarantors of the Securities of such series with respect
    to such Securities under Sections 304, 305,
    306, 1002 and 1003, (3) the rights,
    powers, trusts, duties and immunities of the Trustee hereunder
    and (4) this Article. Subject to compliance with this
    Article, the Issuers may exercise the Issuers’ option (if
    any) to have this Section applied to any Securities
    notwithstanding the prior exercise of its option (if any) to
    have Section 1303 applied to such Securities. Upon
    the effectiveness of defeasance with respect to any series of
    Securities, each Guarantor of the Securities of such series
    shall (except as provided in clause (2) of the next
    preceding sentence) be automatically and unconditionally
    released and discharged from all of its obligations under its
    Guarantee of the Securities of such series and all of its other
    obligations under this Indenture in respect of the Securities of
    such series, without any action by the Issuers, any Guarantor or
    the Trustee and without the consent of the Holders of any
    Securities.



 



    Section 1303.  Covenant
    Defeasance.  Upon the exercise of the
    Issuers’ option (if any) to have this Section applied to
    any Securities or any series of Securities, as the case may be,
    (1) the Issuers shall be released from their obligations
    under Section 1004 and any covenants provided
    pursuant to Section 301(18), 901(2),
    901(6) or 901(7) for the benefit of the Holders of
    such Securities, (2) the occurrence of any event specified
    in Sections 501(4) (with respect to
    Section 1004 and any such covenants provided
    pursuant to Section 301(18), 901(2),
    901(6) or 901(7)) and 501(8) shall be
    deemed not to be or result in an Event of Default and
    (3) and the provisions of Article XV (and the
    provisions of the last paragraph of Section 1401)
    shall cease to be effective, in each case with respect to such
    Securities as provided in this Section on and after the date the
    conditions set forth in Section 1304 are satisfied
    (hereinafter called “Covenant
    Defeasance”). For this purpose, such Covenant
    Defeasance means that, with respect to such Securities, the
    Issuers and any Guarantor may omit to comply with and shall have
    no liability in respect of any term, condition or limitation set
    forth in any such specified Section (to the extent so specified
    in the case of Section 501(4)) or
    Article XV or the last paragraph of
    Section 1401, whether directly or indirectly by
    reason of any reference elsewhere herein to any such Section or
    Article or by reason of any reference in any such Section or
    Article to any other provision herein or in any other document,
    but the remainder of this Indenture and such Securities and any
    Guarantees thereof shall be unaffected thereby.



 



    Section 1304.  Conditions
    to Defeasance or Covenant Defeasance.  The
    following shall be the conditions to the application of
    Section 1302 or Section 1303 to any
    Securities or any series of Securities, as the case may be:



 



    (1) The Issuers shall irrevocably have deposited or caused
    to be deposited with the Trustee (or another trustee which
    satisfies the requirements contemplated by
    Section 609 and agrees to comply with the provisions
    of this Article 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 benefits
    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) such other obligations or arrangements as may be
    specified as contemplated by Section 301 with
    respect to such Securities, or (D) a combination thereof,
    in each case 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 any
    such other qualifying trustee) to pay and discharge, the
    principal of and any premium and interest on such Securities on
    the




    

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    respective Stated Maturities, in accordance with the terms of
    this Indenture and such Securities. As used herein,
    “U.S. Government Obligation” means
    (x) any security which is (i) a direct obligation of
    the United States of America for the payment of which the full
    faith and credit of the United States of America is pledged or
    (ii) an obligation of a Person controlled or supervised by
    and acting as an agency or instrumentality of the United States
    of America the payment of which is unconditionally guaranteed as
    a full faith and credit obligation by the United States of
    America, which, in either case (i) or (ii), is not callable
    or redeemable at the option of the issuer thereof, and
    (y) any depositary receipt issued by a bank (as defined in
    Section 3(a)(2) of the Securities Act) as custodian with
    respect to any U.S. Government Obligation which is
    specified in Clause (x) above and held by such bank for the
    account of the holder of such depositary receipt, or with
    respect to any specific payment of principal of or interest on
    any U.S. Government Obligation which is so specified and
    held, 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 depositary receipt from any amount
    received by the custodian in respect of the U.S. Government
    Obligation or the specific payment of principal or interest
    evidenced by such depositary receipt.



 



    (2) In the event of an election to have
    Section 1302 apply to any Securities or any series
    of Securities, as the case may be, the Issuers shall have
    delivered to the Trustee an Opinion of Counsel stating that
    (A) the Issuers have received from, or there has been
    published by, the Internal Revenue Service a ruling or
    (B) since the date of this instrument, there has been a
    change in the applicable Federal income tax law, in either case
    (A) or (B) to the effect that, and based thereon such
    opinion shall confirm that, the Holders of such Securities will
    not recognize gain or loss for Federal income tax purposes as a
    result of the deposit, Defeasance and discharge to be effected
    with respect to such Securities and will be subject to Federal
    income tax on the same amount, in the same manner and at the
    same times as would be the case if such deposit, Defeasance and
    discharge were not to occur.



 



    (3) In the event of an election to have
    Section 1303 apply to any Securities or any series
    of Securities, as the case may be, the Issuers shall have
    delivered to the Trustee an Opinion of Counsel to the effect
    that the Holders of such Securities will not recognize gain or
    loss for Federal income tax purposes as a result of the deposit
    and Covenant Defeasance to be effected with respect to such
    Securities and will be subject to Federal income tax on the same
    amount, in the same manner and at the same times as would be the
    case if such deposit and Covenant Defeasance were not to occur.



 



    (4) The Issuers shall have delivered to the Trustee an
    Officers’ Certificate to the effect that neither such
    Securities nor any other Securities of the same series, if then
    listed on any securities exchange, will be delisted as a result
    of such deposit.



 



    (5) No event which is, or after notice or lapse of time or
    both would become, an Event of Default with respect to such
    Securities or any other Securities (other than such an event or
    Event of Default solely with respect to such Securities
    resulting from the borrowing of funds to be applied to such
    deposit) shall have occurred and be continuing at the time of
    such deposit.



 



    (6) 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 any Issuer is a party or
    by which it is bound.



 



    (7) The Issuers shall have delivered to the Trustee an
    Officers’ Certificate stating that the deposit was not made
    by the Issuers with the intent of preferring the Holders of such
    Securities over the other creditors of the Issuers or with the
    intent of defeating, hindering, delaying or defrauding creditors
    of the Issuers.



 



    (8) The Issuers shall have delivered to the Trustee an
    Officers’ Certificate and an Opinion of Counsel, each
    stating that all conditions precedent with respect to such
    Defeasance or Covenant Defeasance have been complied with.



 



    Section 1305.  Deposited
    Money and U.S. Government Obligations to Be Held in Trust;
    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 (solely for




    

    51








 






    purposes of this Section and Section 1306, the
    Trustee and any such other trustee are referred to collectively
    as the “Trustee”) pursuant to
    Section 1304 in respect of any 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 such Paying Agent
    (including the Company acting as its own Paying Agent or any
    Guarantor of the Securities of the applicable series or any
    Subsidiary or Affiliate of the Company or any such Guarantor
    acting as 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 any premium and interest,
    but money and U.S. Government Obligations so held in trust
    need not be segregated from other funds except to the extent
    required by law. Money and U.S. Government Obligations
    (including the proceeds thereof) so held in trust shall not be
    subject to the provisions of Article XV, provided
    that the applicable conditions of Section 1304 have
    been satisfied.



 



    The Issuers 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 1304 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 Outstanding
    Securities.



 



    Anything in this Article to the contrary notwithstanding, the
    Trustee shall deliver or pay to the Company from time to time
    upon Issuer Request any money or U.S. Government
    Obligations held by it as provided in Section 1304
    with respect to any Securities 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 the Defeasance or Covenant
    Defeasance, as the case may be, with respect to such Securities.



 



    Section 1306.  Reinstatement.  If
    the Trustee or the Paying Agent is unable to apply any money in
    accordance with this Article with respect to any Securities by
    reason of any order or judgment of any court or governmental
    authority enjoining, restraining or otherwise prohibiting such
    application, then the respective obligations under this
    Indenture and such Securities and, if applicable, Guarantees of
    such Securities from which the Issuers and the applicable
    Guarantors have been discharged or released pursuant to
    Section 1302 or 1303 shall be revived and
    reinstated as though no deposit had occurred pursuant to this
    Article with respect to such Securities, until such time as the
    Trustee or Paying Agent is permitted to apply all money held in
    trust pursuant to Section 1305 with respect to such
    Securities in accordance with this Article; provided,
    however, that if any Issuer or any Guarantor makes any
    payment of principal of or any premium or interest on any such
    Security following such reinstatement of its obligations, such
    Issuer or such Guarantor, as the case may be, shall be
    subrogated to the rights (if any) of the Holders of such
    Securities to receive such payment from the money so held in
    trust.



 




    ARTICLE XIV

    



 




    GUARANTEES
    



 



    Section 1401.  Guarantees.  Securities
    of any series that are to be guaranteed by the Guarantees of any
    Guarantors shall be guaranteed by such Guarantors as shall be
    established pursuant to Section 301 with respect to
    the Securities of such series. The Persons who shall initially
    be the Guarantors of the Securities of any such series may, but
    need not, include any or all of the Initial Guarantors and may
    include any and all such other Persons as the Issuers may
    determine; provided that, prior to the authentication and
    delivery upon original issuance of Securities that are to be
    guaranteed by a Person that is not an Initial Guarantor, the
    Issuers, the Trustee and such Person shall enter into a
    supplemental indenture pursuant to Section 901
    hereof whereby such Person shall become a Guarantor under this
    Indenture.



 



    Securities of any series that are to be guaranteed by the
    Guarantees of any Guarantors shall be guaranteed in accordance
    with the terms of such Guarantees as established pursuant to
    Section 301 with respect to such Securities and such
    Guarantees thereof and (except as otherwise specified as
    contemplated by Section 301 for such Securities and
    such Guarantees thereof) in accordance with this Article.




    

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    Each Guarantor of any Security hereby fully and unconditionally
    guarantees to each Holder of such Security, and to the Trustee
    on behalf of such Holder, the due and punctual payment of the
    principal of, and premium, if any, and interest, if any, on such
    Security when and as the same shall become due and payable,
    whether at the Stated Maturity, by declaration of acceleration,
    call for redemption or otherwise, in accordance with the terms
    of such Security and of this Indenture. In case of the failure
    of the Issuers punctually to make any such payment, such
    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 declaration of
    acceleration, call for redemption or otherwise, and as if such
    payment were made by the Issuers.



 



    The Guarantor of any Security hereby agrees that its obligations
    hereunder shall be absolute and unconditional irrespective of,
    and shall be unaffected by, any invalidity, irregularity or
    unenforceability of such Security or this Indenture, any failure
    to enforce the provisions of such Security or this Indenture, or
    any waiver, modification or indulgence granted to the Issuers
    with respect thereto, by the Holder of such Security or the
    Trustee or any other circumstance which may otherwise constitute
    a legal or equitable discharge or defense of a surety or
    guarantor; provided, however, that,
    notwithstanding the foregoing, no such waiver, modification or
    indulgence shall, without the consent of any Guarantor, increase
    the principal amount of such Security, or increase the interest
    rate thereon, change any redemption provisions thereof
    (including any change to increase any premium payable upon
    redemption thereof) or change the Stated Maturity of any payment
    thereon, or increase the principal amount of any Original Issue
    Discount Security that would be due and payable upon a
    declaration of acceleration or the maturity thereof pursuant to
    Section 502 of this Indenture.



 



    The Guarantor of any Security hereby waives the benefits of
    diligence, presentment, demand for payment, any requirement that
    the Trustee or any of the Holders exhaust any right or take any
    action against the Issuers or any other Person, filing of claims
    with a court in the event of insolvency or bankruptcy of any
    Issuer, any right to require a proceeding first against any
    Issuer, protest or notice with respect to any Security or the
    indebtedness evidenced thereby and all demands whatsoever, and
    covenants that its obligations hereunder will not be discharged
    in respect of such Security except by complete performance of
    the obligations of such Guarantor contained in such Security and
    in this Indenture. Any Guarantee of any Guarantor hereunder
    shall constitute a guaranty of payment and not of collection.
    The Guarantor of any Security hereby agrees that, in the event
    of a default in payment of principal, or premium, if any, or
    interest, if any, on such Security, whether at its Stated
    Maturity, by declaration of 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 this Indenture, directly
    against such Guarantor to enforce the obligation of such
    Guarantor hereunder without first proceeding against any Issuer.



 



    The obligations of the Guarantor of any Security hereunder with
    respect to such Security shall be continuing and irrevocable
    until the date upon which the entire principal of, premium, if
    any, and interest, if any, on such Security has been, or has
    been deemed pursuant to the provisions of Article Four of
    this Indenture to have been, paid in full or otherwise
    discharged.



 



    The Guarantor of any Security shall be subrogated to all rights
    of the Holders of such Security against the Issuers in respect
    of any amounts paid by the Guarantor on account of such Security
    pursuant to the provisions of this Indenture; provided,
    however, that such 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, if any, on all Securities issued
    hereunder that are due and payable shall have been paid in full.



 



    The Guarantee by any Guarantor of any Security shall remain in
    full force and effect and continue notwithstanding any petition
    filed by or against any Issuer for liquidation or
    reorganization, any Issuer becoming insolvent or making an
    assignment for the benefit of creditors or a receiver or trustee
    being appointed for all or any significant part of any
    Issuer’s assets, and shall, to the fullest extent permitted
    by law, continue to be effective or reinstated, as the case may
    be, if at any time payment of such Security, is, pursuant to
    applicable law, rescinded or reduced in amount, or must
    otherwise be restored or returned by any Holder of such
    Security, 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,




    

    53








 






    reduced, restored or returned on a Security, such Security
    shall, to the fullest extent permitted by law, be reinstated and
    deemed paid only by such amount paid and not so rescinded,
    reduced, restored or returned.



 



    No Guarantor shall consolidate with or merge into any other
    Person or sell, convey or transfer all or substantially all its
    properties and assets to any Person, and no Guarantor shall
    permit any Person to consolidate with or merge into such
    Guarantor, in each case in a transaction in which the successor
    Person formed by such consolidation or merger or to which such
    sale, conveyance or transfer is made is an Affiliate of the
    Company, and no Guarantor shall lease all or substantially all
    its properties and assets to any Person (whether or not such an
    Affiliate), unless, in any such case:



 



    (1) in case such Guarantor shall consolidate with or merge
    into another Person or sell, convey, transfer or lease all or
    substantially all its properties and assets to any Person, the
    Person formed by such consolidation or into which such Guarantor
    is merged or the Person which acquires by sale, conveyance or
    transfer, or which leases, all or substantially all the
    properties and assets of such Guarantor shall be a corporation,
    partnership or trust, shall be organized and validly existing
    under the laws of the United States, 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 reasonably satisfactory to the Trustee, the performance or
    observance of every covenant of this Indenture and any
    Guarantees on the part of such Guarantor to be performed or
    observed;



 



    (2) immediately after giving effect to 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; and



 



    (3) such Guarantor has delivered to the Trustee a
    Guarantor’s Officers’ Certificate and an Opinion of
    Counsel, each stating that such consolidation, merger, sale,
    conveyance, transfer or lease and, if a supplemental indenture
    is required in connection with such transaction, such
    supplemental indenture comply with this Article and that all
    conditions precedent herein provided for relating to such
    transaction have been complied with.



 



    Upon any consolidation of any Guarantor with, or merger of such
    Guarantor into, any other Person or any sale, conveyance,
    transfer or lease of all or substantially all the properties and
    assets of such Guarantor in accordance with this paragraph, the
    successor Person formed by such consolidation or into which such
    Guarantor is merged or to which such sale, conveyance, transfer
    or lease is made shall succeed to, and be substituted for, and
    may exercise every right and power of, such Guarantor under this
    Indenture with the same effect as if such successor Person had
    been named as such Guarantor 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 any
    Guarantees of such Guarantor.



 



    Upon (i) a consolidation or merger of any Guarantor with or
    into, or a sale, conveyance or transfer of all or substantially
    all the properties and assets of any Guarantor to, any other
    Person or any consolidation or merger of any Person with or into
    any Guarantor, in each case in a transaction in which the
    successor Person formed by such consolidation or merger or to
    which such sale, conveyance or transfer is made is not an
    Affiliate of the Company or (ii) any sale, conveyance or
    transfer (including by way of merger) by the Company or any
    Subsidiary thereof of all or substantially all the Capital Stock
    of any Guarantor to any Person that is not an Affiliate of the
    Company, such Guarantor shall be deemed to be automatically and
    unconditionally released and discharged from all its obligations
    under its Guarantees and under this Article XIV
    without any further action required on the part of the Trustee
    or any Holder. The Trustee shall deliver an appropriate
    instrument evidencing such release and discharge upon receipt of
    an Issuer Request accompanied by an Officers’ Certificate
    certifying as to the compliance with this paragraph of
    Section 1401.  The Company may, at its
    option, at any time and from time to time, cause any Guarantor
    to be automatically and unconditionally released and discharged
    from all its obligations under its Guarantees with respect to
    Securities of all series guaranteed by Guarantees of such
    Guarantor and under this Article XIV upon
    (i) any conditions for such release provided with respect
    to Securities of such series in accordance with
    Section 301 having been satisfied and
    (ii) delivery by the Company to the Trustee of an Issuer
    Order relating to such release and discharge. The Trustee shall
    deliver an appropriate instrument evidencing such release and
    discharge upon receipt of an Issuer




    

    54








 






    Request accompanied by an Officers’ Certificate certifying
    as to the compliance with this paragraph of
    Section 1401.



 



    Anything in this Indenture, the Securities or any Guarantee to
    the contrary notwithstanding, the obligations of any Guarantor
    under its Guarantees and this Indenture shall be limited to the
    maximum amount as will, after giving effect to all other
    contingent and fixed liabilities of such Guarantor, result in
    the obligations of such Guarantor under its Guarantees and this
    Indenture not constituting a fraudulent advance or fraudulent
    transfer under any Bankruptcy Law, the Uniform Fraudulent
    Conveyance Act, the Uniform Fraudulent Transfer Act or any
    similar federal, state or other law affecting the rights of
    creditors generally.



 



    No Guarantee by any Guarantor of any Security, whether or not
    such Guarantee is or is to be endorsed thereon, shall be valid
    and obligatory for any purpose with respect to such Security
    until the certificate of authentication on such Security shall
    have been signed by or on behalf of the Trustee.



 



    The obligations of each Guarantor under its Guarantees pursuant
    to this Article XIV are hereby expressly made
    subordinate and subject in right of payment to the prior payment
    in full of all Senior Guarantor Debt of such Guarantor, in each
    case on the same basis as the indebtedness represented by the
    Securities and the payment of the principal of (and premium, if
    any) and interest on the Securities are subordinate and subject
    in right of payment to the prior payment in full of all Senior
    Debt, mutatis mutandis. For the purposes of the foregoing
    sentence, the Trustee and the Holders shall have the right to
    receive or retain payments by any Guarantor only at such times
    as they may receive or retain payments and distributions in
    respect of the Securities pursuant to this Indenture, including
    Article XV hereof.



 




    ARTICLE XV

    



 




    SUBORDINATION
    OF SECURITIES
    



 



    Section 1501.  Securities
    Subordinate to Senior Debt.  The Issuers
    covenant and agree, and each Holder of a Security, by his
    acceptance thereof, likewise covenants and agrees, that, to the
    extent and in the manner hereinafter set forth in this Article,
    the indebtedness represented by the Securities and the payment
    of the principal of (and premium, if any) and interest on each
    and all of the Securities are hereby expressly made subordinate
    and subject in right of payment to the prior payment in full of
    all Senior Debt.



 



    Notwithstanding the foregoing, if a deposit referred to in
    Section 1304(1) is made pursuant to
    Section 1302 or Section 1303 with
    respect to any Securities (and provided all other conditions set
    out in Section 1302 or Section 1303, as
    applicable, shall have been satisfied with respect to such
    Securities), then no money or U.S. Government Obligations
    so deposited, and no proceeds thereon, will be subject to any
    rights of holders of Senior Debt, including any such rights
    arising under this Article XV.



 



    Section 1502.  Payment
    Over of Proceeds Upon Dissolution, Etc.  In
    the event of (a) any insolvency or bankruptcy case or
    proceeding, or any receivership, liquidation, reorganization or
    other similar case or proceeding in connection therewith,
    relative to the Issuers or to their creditors, as such, or to
    their assets, or (b) any liquidation, dissolution or other
    winding up of the Issuers, whether voluntary or involuntary and
    whether or not involving insolvency or bankruptcy, or
    (c) any assignment for the benefit of creditors or any
    other marshalling of assets and liabilities of the Issuers, then
    and in any such event the holders of Senior Debt shall be
    entitled to receive payment in full of all amounts due or to
    become due on or in respect of all Senior Debt (including any
    interest accruing thereon after the commencement of any such
    case or proceeding), or provision shall be made for such payment
    in cash or cash equivalents or otherwise in a manner
    satisfactory to the holders of Senior Debt, before the Holders
    of the Securities are entitled to receive any payment on account
    of principal of (or premium, if any) or interest on the
    Securities, and to that end the holders of Senior Debt shall be
    entitled to receive, for application to the payment thereof, any
    payment or distribution of any kind or character, whether in
    cash, property or securities, including any such payment or
    distribution which may be payable or deliverable by reason of
    the payment of any other indebtedness of the Issuers being
    subordinated to the payment of the Securities, which may be
    payable or deliverable in respect of the Securities in any such
    case, proceeding, dissolution, liquidation or other winding up
    event.




    

    55








 






    In the event that, notwithstanding the foregoing provisions of
    this Section, the Trustee or the Holder of any Security shall
    have received any payment or distribution of assets of the
    Issuers of any kind or character, whether in cash, property or
    securities, including any such payment or distribution which may
    be payable or deliverable by reason of the payment of any other
    indebtedness of the Issuers being subordinated to the payment of
    the Securities, before all Senior Debt is paid in full or
    payment thereof provided for, and if such fact shall, at or
    prior to the time of such payment or distribution, have been
    made known to the Trustee or, as the case may be, such Holder,
    then and in such event such payment or distribution shall be
    paid over or delivered forthwith to the trustee in bankruptcy,
    receiver, liquidating trustee, custodian, assignee, agent or
    other Person making payment or distribution of assets of the
    Issuers for application to the payment of all Senior Debt
    remaining unpaid, to the extent necessary to pay all Senior Debt
    in full, after giving effect to any concurrent payment or
    distribution to or for the holders of Senior Debt. Any taxes
    that have been withheld or deducted from any payment or
    distribution in respect of the Securities, or any taxes that
    ought to have been withheld or deducted from any such payment or
    distribution that have been remitted to the relevant taxing
    authority, shall not be considered to be an amount that the
    Trustee or the Holder of any Security receives for purposes of
    this Section.



 



    For purposes of this Article only, the words “cash,
    property or securities” shall not be deemed to include
    shares of stock of the Issuers as reorganized or readjusted, or
    securities of the Issuers or any other corporation or other
    entity, provided for by a plan of reorganization or readjustment
    which are subordinated in right of payment to all Senior Debt
    which may at the time be outstanding to substantially the same
    extent as, or to a greater extent than, the Securities are so
    subordinated as provided in this Article. The consolidation of
    an Issuer with, or the merger of an Issuer into, or the sale,
    conveyance, transfer or lease by an Issuer of all or
    substantially all its properties and assets to, another Person
    upon the terms and conditions set forth in
    Article VIII, or the liquidation or dissolution of
    an Issuer following any such sale, conveyance or transfer, shall
    not be deemed a dissolution, winding up, liquidation,
    reorganization, assignment for the benefit of creditors or
    marshalling of assets and liabilities of the Issuer for the
    purposes of this Section if the Person formed by such
    consolidation or into which the Issuer is merged or the Person
    which acquires by sale, conveyance, transfer or lease all or
    substantially all of such properties and assets, as the case may
    be, shall, as a part of such consolidation, merger, sale,
    conveyance, transfer or lease, comply with the conditions set
    forth in Article VIII.



 



    Section 1503.  Prior
    Payment to Senior Debt Upon Acceleration of
    Securities.  In the event that any Securities
    are declared due and payable before their Stated Maturity, then
    and in such event the holders of Senior Debt shall be entitled
    to receive payment in full of all amounts due or to become due
    on or in respect of all Senior Debt or provision shall be made
    for such payment in cash, before the Holders of the Securities
    are entitled to receive any payment (including any payment which
    may be payable by reason of the payment of any other
    indebtedness of the Issuers being subordinated to the payment of
    the Securities) by the Issuers on account of the principal of
    (or premium, if any) or interest on the Securities or on account
    of the purchase or other acquisition of Securities; provided,
    however, that nothing in this Section shall prevent the
    satisfaction of any sinking fund payment in accordance with
    Article XII by delivering and crediting pursuant to
    Section 1202 Securities which have been acquired
    (upon redemption or otherwise) prior to such declaration of
    acceleration.



 



    In the event that, notwithstanding the foregoing, the Issuers
    shall make any payment to the Trustee or the Holder of any
    Security prohibited by the foregoing provisions of this Section,
    and if such fact shall, at or prior to the time of such payment,
    have been made known to the Trustee or, as the case may be, such
    Holder, then and in such event such payment shall be paid over
    and delivered forthwith to the Company.



 



    Section 1504.  No
    Payment When Senior Debt in Default.  Subject
    to the last paragraph of this Section, (a) (i) in the event
    and during the continuation of any default in the payment of
    principal of (or premium, if any) or interest on any Senior Debt
    beyond any applicable grace period with respect thereto, or
    (ii) in the event that any event of default with respect to
    any Senior Debt shall have occurred and be continuing permitting
    the holders of such Senior Debt (or a trustee on behalf of the
    holders thereof) to declare such Senior Debt due and payable
    prior to the date on which it would otherwise have become due
    and payable, whether or not such Senior Debt has been so
    accelerated (provided that, in the case of Clause (i) or
    Clause (ii), if such default in payment or event of default
    shall have been cured or waived or shall have ceased to




    

    56








 






    exist and any such declaration of acceleration shall have been
    rescinded or annulled, then such default in payment or event of
    default, as the case may be, shall be deemed not to have
    occurred for the purposes of this Section), or (b) in the
    event that any judicial proceeding shall be pending with respect
    to any such default in payment or event of default that shall be
    deemed to have occurred for the purpose of this Section, then no
    payment (including any payment which may be payable by reason of
    the payment of any other indebtedness of the Issuers being
    subordinated to the payment of the Securities) shall be made by
    the Issuers on account of principal of (or premium, if any) or
    interest on the Securities or on account of the purchase or
    other acquisition of Securities; provided, however, that nothing
    in this Section shall prevent the satisfaction of any sinking
    fund payment in accordance with Article XII by
    delivering and crediting pursuant to Section 1202
    Securities which have been acquired (upon redemption or
    otherwise) prior to such default in payment.



 



    In the event that, notwithstanding the foregoing, the Issuers
    shall make any payment to the Trustee or the Holder of any
    Security prohibited by the provisions of this Section, and if
    such fact shall, at or prior to the time of such payment, have
    been made known to the Trustee or, as the case may be, such
    Holder, then and in such event such payment shall be paid over
    and delivered forthwith to the Issuers.



 



    No default in payment or event of default with respect to any
    Senior Debt shall be deemed to be a default in payment or event
    of default of the kind specified in Clause (a)(i) or (a)(ii) of
    this Section, and no judicial proceeding with respect to any
    such default in payment or event of default shall be deemed to
    be a judicial proceeding of the kind specified in
    Clause (b) of this Section, if (x) the Issuers shall
    be disputing the occurrence or continuation of such default in
    payment or event of default, or any obligation purportedly
    giving rise to such default in payment or event of default, and
    (y) no final judgment holding that such default in payment
    or event of default has occurred and is continuing shall have
    been issued. For this purpose, a “final judgment”
    means a judgment that is issued by a court having jurisdiction
    over the Issuers or its property, is binding on the Issuers or
    their property, is in full force and effect and is not subject
    to judicial appeal or review (including because the time within
    which a party may seek appeal or review has expired), provided
    that, if any such judgment has been issued but is subject to
    judicial appeal or review, it shall nevertheless be deemed to be
    a final judgment unless the Issuers shall in good faith be
    prosecuting such appeal or a proceeding for such review and
    shall have obtained a stay of execution pending such appeal or
    review. Notwithstanding the foregoing, this paragraph shall not
    apply to any default in payment or event of default with respect
    to any Senior Debt as to which the Issuers have waived the
    application of this paragraph in the instrument evidencing such
    Senior Debt or by which such Senior Debt is created, incurred,
    assumed or guaranteed by the Issuers.



 



    Section 1505.  Payment
    Permitted in Certain Situations.  Nothing
    contained in this Article or elsewhere in this Indenture or in
    any of the Securities shall prevent (a) the Issuers, at any
    time except during the pendency of any case, proceeding,
    dissolution, liquidation or other winding up, assignment for the
    benefit of creditors or other marshalling of assets and
    liabilities of the Issuers referred to in
    Section 1502 or under the conditions described in
    Section 1503 or Section 1504, from
    making payments at any time of or on account of the principal of
    (and premium, if any) or interest on the Securities, or on
    account of the purchase or other acquisition of Securities, or
    (b) the application by the Trustee of any money deposited
    with it hereunder to the payment of or on account of the
    principal of (and premium, if any) or interest on the Securities
    or the retention of such payment by the Holders, if, at the time
    of such application by the Trustee, it did not have knowledge
    that such payment would have been prohibited by the provisions
    of this Article.



 



    Section 1506.  Subrogation
    to Rights of Holders of Senior Debt.  Subject
    to the payment in full of all Senior Debt or the provision for
    such payment in cash or cash equivalents or otherwise in a
    manner satisfactory to the holders of Senior Debt, the Holders
    of the Securities shall be subrogated to the extent of the
    payments or distributions made to the holders of such Senior
    Debt pursuant to the provisions of this Article (equally and
    ratably with the holders of indebtedness of the Issuers which by
    its express terms is subordinated to Indebtedness of the Issuers
    to substantially the same extent as the Securities are
    subordinated to the Senior Debt and is entitled to like rights
    of subrogation) to the rights of the holders of such Senior Debt
    to receive payments and distributions of cash, property and
    securities applicable to the Senior Debt until the principal of
    (and premium, if any) and interest on the Securities shall be
    paid in full. For purposes of such subrogation, no payments or
    distributions to the holders of the Senior Debt of any cash,
    property or securities to which the




    

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    Holders of the Securities or the Trustee would be entitled
    except for the provisions of this Article, and no payments over
    pursuant to the provisions of this Article to the holders of
    Senior Debt by Holders of the Securities or the Trustee, shall,
    as among the Issuers, their creditors other than holders of
    Senior Debt and the Holders of the Securities, be deemed to be a
    payment or distribution by the Issuers to or on account of the
    Senior Debt.



 



    Section 1507.  Provisions
    Solely to Define Relative Rights.  The
    provisions of this Article are and are intended solely for the
    purpose of defining the relative rights of the Holders of the
    Securities on the one hand and the holders of Senior Debt on the
    other hand. Nothing contained in this Article or elsewhere in
    this Indenture or in the Securities is intended to or shall
    (a) impair, as among the Issuers, their creditors other
    than holders of Senior Debt and the Holders of the Securities,
    the obligation of the Issuers, which is absolute and
    unconditional (and which, subject to the rights under this
    Article of the holders of Senior Debt, is intended to rank
    equally with all other general obligations of the Issuers), to
    pay to the Holders of the Securities the principal of (and
    premium, if any) and interest on the Securities as and when the
    same shall become due and payable in accordance with their
    terms; or (b) affect the relative rights against the
    Issuers of the Holders of the Securities and creditors of the
    Issuers other than the holders of Senior Debt; or
    (c) prevent the Trustee or the Holder of any Security from
    exercising all remedies otherwise permitted by applicable law
    upon default under this Indenture, subject to the rights, if
    any, under this Article of the holders of Senior Debt to receive
    cash, property and securities otherwise payable or deliverable
    to the Trustee or such Holder.



 



    Section 1508.  Trustee
    to Effectuate Subordination.  Each Holder of a
    Security by his acceptance thereof authorizes and directs the
    Trustee on his behalf to take such action as may be necessary or
    appropriate to effectuate the subordination provided in this
    Article and appoints the Trustee his attorney-in-fact for any
    and all such purposes.



 



    Section 1509.  No
    Waiver of Subordination Provisions.  No right
    of any present or future holder of any Senior Debt to enforce
    subordination as herein provided shall at any time in any way be
    prejudiced or impaired by any act or failure to act on the part
    of the Issuers or by any act or failure to act, in good faith,
    by any such holder, or by any non-compliance by the Issuers with
    the terms, provisions and covenants of this Indenture,
    regardless of any knowledge thereof any such holder may have or
    be otherwise charged with.



 



    Without in any way limiting the generality of the foregoing
    paragraph, the holders of Senior Debt may, at any time and from
    time to time, without the consent of or notice to the Trustee or
    the Holders of the Securities, without incurring responsibility
    to the Holders of the Securities and without impairing or
    releasing the subordination provided in this Article or the
    obligations hereunder of the Holders of the Securities to the
    holders of Senior Debt do any one or more of the following:
    (i) change the manner, place or terms of payment or extend
    the time of payment of, or renew or alter, Senior Debt or
    otherwise amend or supplement in any manner Senior Debt or any
    instrument evidencing the same or any agreement under which
    Senior Debt is outstanding; (ii) sell, exchange, release or
    otherwise deal with any property pledged, mortgaged or otherwise
    securing Senior Debt; (iii) release any Person liable in
    any manner for the collection of Senior Debt; and
    (iv) exercise or refrain from exercising any rights against
    the Issuers and any other Person.



 



    Section 1510.  Notice
    to Trustee.  The Issuers shall give prompt
    written notice to the Trustee of any fact known to the Issuers
    which would prohibit the making of any payment to or by the
    Trustee in respect of the Securities. Notwithstanding the
    provisions of this Article or any other provision of this
    Indenture, the Trustee shall not be charged with knowledge of
    the existence of any facts which would prohibit the making of
    any payment to or by the Trustee in respect of the Securities,
    unless and until the Trustee shall have received written notice
    thereof from the Issuers or a holder of Senior Debt or from any
    trustee therefor; and, prior to the receipt of any such written
    notice, the Trustee, subject to the provisions of
    Section 601, shall be entitled in all respects to
    assume that no such facts exist.



 



    Subject to the provisions of Section 601, the
    Trustee shall be entitled to rely on the delivery to it of a
    written notice by a Person representing himself to be a holder
    of Senior Debt (or a trustee therefor) to establish that such
    notice has been given by a holder of Senior Debt (or a trustee
    therefor). In the event that the Trustee determines in good
    faith that further evidence is required with respect to the
    right of any Person as a holder of Senior Debt to participate in
    any payment or distribution pursuant to this Article, the
    Trustee may




    

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    request such Person to furnish evidence to the reasonable
    satisfaction of the Trustee as to the amount of Senior Debt held
    by such Person, the extent to which such Person is entitled to
    participate in such payment or distribution and any other facts
    pertinent to the rights of such Person under this Article, and
    if such evidence is not furnished, the Trustee may defer any
    payment to such Person pending judicial determination as to the
    right of such Person to receive such payment.



 



    Section 1511.  Reliance
    on Judicial Order or Certificate of Liquidating
    Agent.  Upon any payment or distribution of
    assets of the Issuers referred to in this Article, the Trustee,
    subject to the provisions of Section 601, and the
    Holders of the Securities shall be entitled to rely upon any
    order or decree entered by any court of competent jurisdiction
    in which such insolvency, bankruptcy, receivership, liquidation,
    reorganization, dissolution, winding up or similar case or
    proceeding is pending, or a certificate of the trustee in
    bankruptcy, receiver, liquidating trustee, custodian, assignee
    for the benefit of creditors, agent or other Person making such
    payment or distribution, delivered to the Trustee or to the
    Holders of Securities, for the purpose of ascertaining the
    Persons entitled to participate in such payment or distribution,
    the holders of Senior Debt and other indebtedness of the
    Issuers, the amount thereof or payable thereon, the amount or
    amounts paid or distributed thereon and all other facts
    pertinent thereto or to this Article.



 



    Section 1512.  Trustee
    Not Fiduciary For Holders of Senior Debt.  The
    Trustee shall not be deemed to owe any fiduciary duty to the
    holders of Senior Debt and shall not be liable to any such
    holders or creditors if it shall in good faith pay over or
    distribute to Holders of Securities or to the Issuers or to any
    other Person cash, property or securities to which any holders
    of Senior Debt shall be entitled by virtue of this Article or
    otherwise. With respect to the holders of Senior Debt, the
    Trustee undertakes to perform or to observe only such of its
    covenants or obligations as are specifically set forth in this
    Article and no implied covenants or obligations with respect to
    holders of Senior Debt shall be read into this Indenture against
    the Trustee.



 



    Section 1513.  Rights
    of Trustee as Holder of Senior Debt; Preservation of Trustees
    Rights.  The Trustee in its individual
    capacity shall be entitled to all the rights set forth in this
    Article with respect to any Senior Debt which may at any time be
    held by it, to the same extent as any other holder of Senior
    Debt and nothing in this Indenture shall deprive the Trustee of
    any of its rights as such holder.



 



    Nothing in this Article shall apply to claims of, or payments
    to, the Trustee under or pursuant to Section 606.



 



    Section 1514.  Article Applicable
    to Paying Agents.  In case at any time any
    Paying Agent other than the Trustee shall have been appointed by
    the Company and be then acting hereunder, the term
    “Trustee” as used in this Article shall in such case
    (unless the context otherwise requires) be construed as
    extending to and including such Paying Agent within its meaning
    as fully for all intents and purposes as if such Paying Agent
    were named in this Article in addition to or in place of the
    Trustee.



 




 



    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.




    

    59








 






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



 



    WESTERN GAS PARTNERS, LP



 



    By: Western Gas Holdings, LLC, its general partner



 



    By: ­
    ­



 



    WESTERN GAS PARTNERS FINANCE CORPORATION



 



    By: ­
    ­



 



    [insert signature blocks for Initial Guarantors, if any]



 



    [TRUSTEE]



 



    By: ­
    ­









    

    60