exv4w9






EXHIBIT 4.9




[Form of Indenture]




Discovery Communications, LLC




Issuer




[and] Discovery Communications, Inc.




[and Discovery Communications Holding, LLC]




Guarantor[s]




and




 






Trustee




INDENTURE




Dated as of ____________




SENIOR DEBT SECURITIES




 









 





CROSS-REFERENCE TABLE(1)




	 	 	 
	Section of	 	 
	Trust Indenture Act	 	Section of
	of 1939, as amended	 	Indenture
	310(a)
	 	6.09
	310(b)
	 	6.08
	 
	 	6.10
	310(c)
	 	Inapplicable
	311(a)
	 	6.13
	311(b)
	 	6.13
	311(c)
	 	Inapplicable
	312(a)
	 	4.01
	 
	 	4.04
	312(b)
	 	4.04(c)
	312(c)
	 	4.04(c)
	313(a)
	 	4.03
	313(b)
	 	4.03
	313(c)
	 	4.03
	313(d)
	 	4.03
	314(a)
	 	4.02
	314(b)
	 	Inapplicable
	314(c)
	 	2.04
	 
	 	8.04
	 
	 	9.01(c)
	 
	 	10.06(b)
	 
	 	11.05
	314(d)
	 	Inapplicable
	314(e)
	 	11.05
	314(f)
	 	Inapplicable
	315(a)
	 	6.01
	 
	 	6.02
	315(b)
	 	5.11
	315(c)
	 	6.01
	315(d)
	 	6.01
	 
	 	6.02
	315(e)
	 	5.12
	316(a)
	 	5.09
	
	 	5.10
	 
	 	7.04
	316(b)
	 	5.06
	
	 	5.10
	316(c)
	 	7.02
	317(a)
	 	5.04
	317(b)
	 	3.04
	318(a)
	 	11.07








 




			
	(1)	 	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on
the interpretation of any of its terms or provisions.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE 1 DEFINITIONS	 	 	3	 
	Section 1.01

	 	Certain Terms Defined
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 2 SECURITIES	 	 	8	 
	Section 2.01

	 	Forms Generally
	 	 	8	 
	Section 2.02

	 	Form of Trustee’s Certificate of Authentication
	 	 	9	 
	Section 2.03

	 	Form of Notation of Guarantee
	 	 	9	 
	Section 2.04

	 	Amount Unlimited; Issuable in Series
	 	 	10	 
	Section 2.05

	 	Authentication and Delivery of Securities
	 	 	12	 
	Section 2.06

	 	Execution of Securities
	 	 	14	 
	Section 2.07

	 	Certificate of Authentication
	 	 	14	 
	Section 2.08

	 	Denomination and Date of Securities; Payments of Interest
	 	 	14	 
	Section 2.09

	 	Registration, Transfer and Exchange	 	 	15	 
	Section 2.10

	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	17	 
	Section 2.11

	 	Cancellation of Securities; Destruction Thereof
	 	 	18	 
	Section 2.12

	 	Temporary Securities
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 3 COVENANTS OF THE COMPANY	 	 	18	 
	Section 3.01

	 	Payment of Principal and Interest
	 	 	18	 
	Section 3.02

	 	Offices for Payments, Etc 	 	 	19	 
	Section 3.03

	 	Appointment to Fill a Vacancy in Office of Trustee
	 	 	20	 
	Section 3.04

	 	Paying Agents
	 	 	20	 
	Section 3.05

	 	Written Statement to Trustee
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY, GUARANTOR[S] AND THE TRUSTEE	 	 	21	 
	Section 4.01

	 	Company to Furnish Trustee Information as to Names and Addresses of
Securityholders
	 	 	21	 
	Section 4.02

	 	Reports by the Company and Guarantor[s]
	 	 	21	 
	Section 4.03

	 	Reports by the Trustee
	 	 	22	 
	Section 4.04

	 	Preservation of Information; Communication with Securityholders
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	 	22	 
	Section 5.01

	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default 	 	 	22	 
	Section 5.02

	 	Collection of Debt by Trustee; Trustee May Prove Debt
	 	 	24	 
	Section 5.03

	 	Application of Proceeds
	 	 	26	 
	Section 5.04

	 	Suits for Enforcement
	 	 	27	 
	Section 5.05

	 	Restoration of Rights on Abandonment of Proceedings
	 	 	27	 
	Section 5.06

	 	Limitations on Suits by Securityholders
	 	 	27	 
	Section 5.07

	 	Unconditional Right of Securityholders to Institute Certain Suits
	 	 	28	 






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	 	 	 	 	PAGE
	Section 5.08

	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	 	 	28	 
	Section 5.09

	 	Control by Holders of Securities
	 	 	28	 
	Section 5.10

	 	Waiver of Past Defaults
	 	 	29	 
	Section 5.11

	 	Trustee to Give Notice of Default
	 	 	29	 
	Section 5.12

	 	Right of Court to Require Filing of Undertaking to Pay Costs 	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE 6 CONCERNING THE TRUSTEE	 	 	30	 
	Section 6.01

	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default
	 	 	30	 
	Section 6.02

	 	Certain Rights of the Trustee
	 	 	30	 
	Section 6.03

	 	Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof
	 	 	32	 
	Section 6.04

	 	Trustee and Agents May Hold Securities; Collections, Etc
	 	 	32	 
	Section 6.05

	 	Moneys Held by Trustee
	 	 	32	 
	Section 6.06

	 	Compensation and Indemnification of Trustee and Its Prior Claim
	 	 	32	 
	Section 6.07

	 	Right of Trustee to Rely on Officer’s Certificate, Etc
	 	 	33	 
	Section 6.08

	 	Disqualification; Conflicting Interests
	 	 	33	 
	Section 6.09

	 	Persons Eligible for Appointment as Trustee
	 	 	33	 
	Section 6.10

	 	Resignation and Removal; Appointment of Successor Trustee
	 	 	33	 
	Section 6.11

	 	Acceptance of Appointment by Successor Trustee
	 	 	35	 
	Section 6.12

	 	Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	36	 
	Section 6.13

	 	Preferential Collection of Claims Against the Company
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE 7 CONCERNING THE SECURITYHOLDERS	 	 	36	 
	Section 7.01

	 	Evidence of Action Taken by Securityholders
	 	 	36	 
	Section 7.02

	 	Proof of Execution of Instruments and of Holding of Securities
	 	 	36	 
	Section 7.03

	 	Holders to Be Treated as Owners
	 	 	37	 
	Section 7.04

	 	Securities Owned by Company or Guarantor[s] Deemed Not Outstanding
	 	 	37	 
	Section 7.05

	 	Right of Revocation of Action Taken	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE 8 SUPPLEMENTAL INDENTURES	 	 	38	 
	Section 8.01

	 	Supplemental Indentures Without Consent of Securityholders
	 	 	38	 
	Section 8.02

	 	Supplemental Indentures With Consent of Securityholders
	 	 	39	 
	Section 8.03

	 	Effect of Supplemental Indenture
	 	 	41	 
	Section 8.04

	 	Documents to Be Given to Trustee
	 	 	41	 
	Section 8.05

	 	Notation on Securities in Respect of Supplemental Indentures
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	 	 	41	 
	Section 9.01

	 	Company May Consolidate, Etc., on Certain Terms
	 	 	41	 
	Section 9.02

	 	Successor Company Substituted
	 	 	42	 
	Section 9.03

	 	Guarantor[s] May Consolidate, etc., on Certain Terms
	 	 	42	 
	Section 9.04

	 	Successor Guarantor[s] Substituted
	 	 	44	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	 	 	44	 
	Section 10.01

	 	Discharge of Liability on Securities
	 	 	44	 
	Section 10.02

	 	Repayment to the Company
	 	 	44	 
	Section 10.03

	 	Option to Effect Defeasance or Covenant Defeasance
	 	 	45	 
	Section 10.04

	 	Defeasance and Discharge
	 	 	45	 
	Section 10.05

	 	Covenant Defeasance
	 	 	45	 
	Section 10.06

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE 11 MISCELLANEOUS PROVISIONS	 	 	46	 
	Section 11.01

	 	No Recourse
	 	 	46	 
	Section 11.02

	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of
Securities
	 	 	47	 
	Section 11.03

	 	Successors and Assigns of Company and Guarantor[s] Bound by Indenture
	 	 	47	 
	Section 11.04

	 	Notices and Demands on Company, Guarantor[s], Trustee and Holders of
Securities
	 	 	47	 
	Section 11.05

	 	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained
Therein
	 	 	48	 
	Section 11.06

	 	Payments Due on Saturdays, Sundays and Holidays
	 	 	49	 
	Section 11.07

	 	Conflict of Any Provision of Indenture With Trust Indenture Act of 1939
	 	 	49	 
	Section 11.08

	 	New York Law to Govern
	 	 	49	 
	Section 11.09

	 	Counterparts
	 	 	49	 
	Section 11.10

	 	Effect of Headings
	 	 	49	 
	Section 11.11

	 	Actions by Successor
	 	 	49	 
	Section 11.12

	 	Severability
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS	 	 	50	 
	Section 12.01

	 	Applicability of Article
	 	 	50	 
	Section 12.02

	 	Notice of Redemption; Partial Redemptions
	 	 	50	 
	Section 12.03

	 	Payment of Securities Called for Redemption
	 	 	51	 
	Section 12.04

	 	Exclusion of Certain Securities from Eligibility for Selection for
Redemption
	 	 	52	 
	Section 12.05

	 	Mandatory and Optional Sinking Funds
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE 13 GUARANTEE OF SECURITIES	 	 	54	 
	Section 13.01

	 	Guarantee
	 	 	54	 
	Section 13.02

	 	Execution of Notations of Guarantee
	 	 	55	 
	 
	 	 	 	 	 	 
	EXHIBIT A — FORM OF SENIOR NOTE







iii











 





     [To be modified as appropriate for issuances of securities by Discovery Communications, LLC
which will be guaranteed by Discovery Communications, Inc. and may be guaranteed by Discovery Communications Holding, LLC ]



2









 





     THIS INDENTURE, dated as of                      between Discovery Communications, LLC, a Delaware
limited liability company (the “Company”), and Discovery Communications, Inc., a Delaware
corporation, [and Discovery Communications Holding, LLC, a Delaware limited liability company]
([each a “Guarantor” and together,] the “Guarantor[s]”), and                     , a                      (the “Trustee”),



WITNESSETH:




     WHEREAS, the Company may from time to time duly authorize the issuance of, and in the case of
the Guarantor[s], the guarantee of, the Company’s unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of this Indenture;



     WHEREAS, each of the Company and the Guarantor[s] has duly authorized the execution and
delivery of this Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and



     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement of each
of the Company and the Guarantor[s], in accordance with its terms have been done;



     NOW, THEREFORE:



     In consideration of the premises and the purchases of the Securities by the holders thereof,
the Company, the Guarantor[s] and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective holders from time to time of the Securities as follows:



ARTICLE 1

DEFINITIONS




     Section 1.01 Certain Terms Defined. The following terms (except as otherwise expressly
provided or unless the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section.
All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of
1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force
at the date of this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted accounting
principles, and the term “generally accepted accounting principles” means such accounting
principles as are generally accepted at the time of any computation. 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. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular.



3









 





     “Authorized Newspaper” means a newspaper, in the English language or, at the option of the
Company, in an official language of the country of publication, customarily published on each
Business Day whether or not published on Saturdays, Sundays or holidays, and of general circulation
in the place in connection with which the term is used or in the financial community of such place.
Where successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different Authorized Newspapers meeting the foregoing
requirements and in each case on any Business Day.



     “Board of Directors” means either the Board of Directors of Discovery Communications, Inc. or
any committee of such Board duly authorized to act on its behalf.



     “Board Resolution” means a copy of one or more resolutions, certified by the secretary or an
assistant secretary of Discovery Communications, Inc. to have been duly adopted by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.



     “Business Day” means, with respect to any Security, a day that in the city (or in any of the
cities, if more than one) in which amounts are payable, as specified in the form of such Security,
is not a day on which banking institutions are authorized or required by law or regulation to
close.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the execution and
delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act of 1939, then the body performing such duties on such date.



     “Common Stock” means shares of Series A Common Stock, par value $0.01 per share of Discovery
Communications, Inc.; Series B Common Stock, par value $0.01 per share of Discovery Communications,
Inc.; or Series C Common Stock, par value $0.01 per share of Discovery Communications, Inc., as the
case may be, as the same exists at the date of execution and delivery of this Indenture or as such
stock may be reconstituted from time to time.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor replaces it and, thereafter, “Company” shall mean the successor and, for purposes
of any provision contained herein and required by the Trust Indenture Act, each other obligor on
the Securities.



     “Company Order” means a written statement, request or order of the Company signed in its name
by the Sole Member, the president or any vice president of the Company.



     [“Consent
of the Members” means a copy of one or more resolutions
adopted by written consents of the Members,
certified by the secretary or an assistant secretary of Discovery Communications Holding, LLC to
have been duly executed by the Members and to be in full force and effect, and delivered to the
Trustee.]



4









 





     “Consent
of the Sole Member” means a copy of one or more resolutions
adopted by written consents of the Sole Member,
certified by the secretary or an assistant secretary of the Sole Member to have been duly executed
by the Sole Member and to be in full force and effect, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee shall, at any particular time, be principally administered, which office is, at the
date as of which this Indenture is dated, located at                     .



     “Debt” of any Person means any debt for money borrowed which is created, assumed, incurred or
guaranteed in any manner by such Person or for which such Person is otherwise responsible or
liable, and shall expressly include any such guaranty thereof by such Person. For the purpose of
computing the amount of the Debt of any Person there shall be excluded all Debt of such Person for
the payment or redemption or satisfaction of which money or securities (or evidences of such Debt,
if permitted under the terms of the instrument creating such Debt) in the necessary amount shall
have been deposited in trust with the proper depositary, whether upon or prior to the maturity or
the date fixed for redemption of such Debt; and, in any instance where Debt is so excluded, for the
purpose of computing the assets of such Person there shall be excluded the money, securities or
evidences of Debt deposited by such Person in trust for the purpose of paying or satisfying such
Debt.



     “Defeased Securities” shall have the meaning set forth in Section 10.03.



     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of one or more Global Securities, the Person designated as Depositary by the Company pursuant
to Section 2.05 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as
used with respect to the Securities of any such series shall mean the Depositary with respect to
the Global Securities of that series.



     “Dollar” means the currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.



     “Event of Default” means any event or condition specified as such in Section 5.01.



     “Foreign Currency” means a currency issued by the government of a country other than the
United States.



     “Global Security”, means a Security evidencing all or a part of a series of Securities, issued
to the Depositary for such series in accordance with Section 2.05, and bearing the legend
prescribed in Section 2.05.



     “Guarantee” means the irrevocable and unconditional guarantee by the Guarantor[s] of any
Security of any series of the Company authenticated and delivered pursuant to Article 13.



5









 




     “Guarantor[s]” means the Person[s] named as the “Guarantor[s]” in the first paragraph of this
instrument until a successor replaces [the] [any] Guarantor and, thereafter, “Guarantor[s]” shall mean the
successor[s].



     “Guarantor
Authorizing Resolution” means, a Board Resolution
[or Consent of the Sole Member as the case may be].


     “Holder”, “holder of Securities”, “Securityholder” or other similar terms mean the Person in
whose name such Security is registered in the Security register kept by the Company for that
purpose in accordance with the terms hereof.



     “Indenture” means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and shall include the forms
and terms of particular series of Securities established as contemplated hereunder.



     “interest”, unless the context otherwise requires, refers to interest, and when used with
respect to non-interest bearing Securities, refers to interest payable after maturity, if any.



     [“Members” means DHC Discovery, Inc. and Discovery Communications, Inc., the members of
Discovery Communications Holding, LLC, or any successor thereto.]



     “Officer’s Certificate” means, with respect to the Company or the Guarantor[s], a certificate
signed by the Sole Member, chairman of the Board of Directors [and/or Members, as the case may be],
the president, any vice president, the treasurer, the secretary or any assistant secretary of the
Company or the Guarantor[s], as the case may be, and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and shall include the
statements provided for in Section 11.05.



     “Opinion of Counsel” means an opinion in writing signed by the general corporate counsel or
such other legal counsel who may be an employee of or counsel to the Company or the Guarantor[s]
and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and shall include the statements provided for in Section 11.05, if
and to the extent required hereby.



     “original issue date” of any Security (or portion thereof) means the earlier of (a) the date
of such Security or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution.



     “Original Issue Discount Security” means any Security that 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 5.01.



     “Outstanding”, when used with reference to Securities, shall, subject to the provisions of
Section 7.04, mean, as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except



6









 






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




     (b) Securities, or portions thereof, for the payment or redemption of which moneys in
the necessary amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Company) or shall have been set aside, segregated and held in trust by
the Company for the Holders of such Securities (if the Company shall act as its own paying
agent); provided, that if such Securities, or portions thereof, are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such notice; and




     (c) Securities in substitution for which other Securities shall have been authenticated
and delivered, or which shall have been paid, pursuant to the terms of Section 2.10 (except
with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a Person in whose hands such Security is a legal, valid and
binding obligation of the Company), Securities converted into Common Stock pursuant hereto
and Securities not deemed outstanding pursuant to Section 12.02.



     In determining whether the Holders of the requisite principal amount of Outstanding Securities
of any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.01.



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



     “principal” whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any”.



     “Responsible Officer”, when used with respect to the Trustee, means the chairman of the board
of directors, any vice chairman of the board of directors, the chairman of the trust committee, the
chairman of the executive committee, any vice chairman of the executive committee, the president,
any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any
assistant treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.



     “Security” or “Securities” has the meaning stated in the first recital of this Indenture, or,
as the case may be, Securities that have been authenticated and delivered under this Indenture.



     “Security Registrar” shall have the meaning set forth in Section 4.01(b).



7









 





     “Sole Member” means Discovery Communications Holding, LLC, the sole member of the Company, or
any successor thereto.



     “Subsidiary” means a corporation or other business entity of which equity interests having a
majority of the voting power under ordinary circumstances is owned, directly or indirectly, by the
Company or by one or more subsidiaries of the Company, or by the Company and one or more
subsidiaries of the Company.



     “Trust Indenture Act of 1939” (except as otherwise provided in Sections 8.01 and 8.02) means
the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally
executed.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article 6, shall also include any successor trustee. “Trustee” shall also
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 the Securities of such series.



     “vice president”, when used with respect to the Company, the Guarantor[s] 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 of “vice president”.



     “Yield to Maturity” means the yield to maturity on a series of securities, calculated at the
time of issuance of such series, or, if applicable, at the most recent redetermination of interest
on such series, and calculated in accordance with accepted financial practice.



ARTICLE 2

SECURITIES




     Section 2.01 Forms Generally. The Securities of each series shall be substantially in such
form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more
Consents of the Sole Member (as set forth in a Consent of the Sole Member or, to the extent
established pursuant to (rather than set forth in) a Consent of the Sole Member, an Officer’s
Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may
be required to comply with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be determined by the
officers executing such Securities as evidenced by their execution of such Securities.



     Each Security shall bear a notation of Guarantee in substantially the form set forth in
Section 2.03. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the
Securities of any series may have such appropriate insertions, omissions, substitutions and other
corrections from the form thereof referred to above 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



8









 







exchange or as may, consistently herewith, be determined by the officers delivering the same,
in each case as evidenced by such delivery.



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



     Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of
authentication on all Securities 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.



	 	 	 	 	 
	 	                                                           
            
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     Section 2.03 Form of Notation of Guarantee. The form of notation of Guarantee to be endorsed
on any Security issued pursuant to this Indenture shall be substantially as follows:



NOTATION OF GUARANTEE




     Discovery Communications, Inc., a Delaware corporation, [and Discovery Communications Holding,
LLC, a Delaware limited liability company] ([collectively,] the “Guarantor[s]”, which term includes
any successor[s] thereto under the Indenture (the “Indenture”) referred to in the Security on which
this notation is endorsed) [has] [have] [, jointly and severally,] unconditionally guaranteed, pursuant to the terms of the
Guarantee contained in Article 13 of the Indenture, the due and punctual payment of the principal
of and any premium and interest on this Security, when and as the same shall become due and payable
in accordance with the terms of this Security and the Indenture.



     The obligations of the Guarantor[s] to the Holders of the Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture,
and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee.



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



9









 





	 	 	 	 	 
	 	DISCOVERY COMMUNICATIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[DISCOVERY COMMUNICATIONS HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	]
	 




     Section 2.04 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. The terms of a series of Securities shall
be established prior to the initial issuance thereof in or pursuant to one or more Consents of the
Sole Member and set forth in a Consent of the Sole Member, or, to the extent established pursuant
to (rather than set forth in) a Consent of the Sole Member, in an Officer’s Certificate detailing
such establishment and/or established in one or more indentures supplemental hereto. The terms of
such series reflected in such Consent of the Sole Member, Officer’s Certificate, or supplemental
indenture may include the following or any additional or different terms:




     (a) the designation of the Securities of the series (which may be part of a series of
Securities previously issued);




     (b) the terms and conditions, if applicable, upon which conversion or exchange of the
Securities into Common Stock will be effected, including the initial conversion or exchange
price or rate and any adjustments thereto, the conversion or exchange period and other
provisions in addition to or in lieu of those described herein;




     (c) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.09, 2.10, 2.12, 8.05 or 12.03);




     (d) if other than Dollars, the Foreign Currency in which the Securities of that series
are denominated;




     (e) any date on which the principal of the Securities of the series is payable;




     (f) the rate or rates at which the Securities of the series shall bear interest, if
any, the record date or dates for the determination of holders to whom interest is payable,
the date or dates from which such interest shall accrue and on which such interest shall be
payable and/or the method by which such rate or rates or date or dates shall be determined;



10









 






     (g) the place or places where the principal of and any interest on Securities of the
series shall be payable (if other than as provided in Section 3.02);




     (h) the price or prices at which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company, pursuant to any sinking fund or otherwise;




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




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




     (k) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof;




     (l) if other than the currency in which the Securities of that series are denominated,
the currency in which payment of the principal of or interest on the Securities of such
series shall be payable;




     (m) if the principal of or interest on the Securities of the series is to be payable,
at the election of the Company, the Guarantor[s] or a Holder thereof, in a currency other
than that in which the Securities are denominated, the period or periods within which, and
the terms and conditions upon which, such election may be made;




     (n) if the amount of payments of principal of and interest on the Securities of the
series may be determined with reference to an index based on a currency other than that in
which the Securities of the series are denominated, the manner in which such amounts shall
be determined;




     (o) whether and upon what terms the Securities may be defeased;




     (p) whether and under what circumstances the Company or the Guarantor[s] will pay
additional amounts on the Securities of any series in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company or the Guarantor[s]
will have the option to redeem such Securities rather than pay such additional amounts;




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



11









 






     (r) any trustees, authenticating or paying agents, transfer agents or registrars or any
other agents with respect to the Securities of such series;




     (s) any other events of default or covenants with respect to the Securities of such
series in addition to or in lieu of those contained in this Indenture;




     (t) if the Securities of the series may be issued in exchange for surrendered
Securities of another series, or for other securities of the Company or the Guarantor[s],
pursuant to the terms of such Securities or securities or of any agreement entered into by
the Company or the Guarantor[s], the ratio of the principal amount of the Securities of the
series to be issued to the principal amount of the Securities or securities to be
surrendered in exchange, and any other material terms of the exchange;




     (u) whether the Securities of the series will be guaranteed as to payment or
performance; and




     (v) any other terms of the series.



     The Company may from time to time, without notice to or the consent of the holders of any
series of Securities, create and issue further Securities of any such series ranking equally with
the Securities of such series in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such further Securities or except for the first
payment of interest following the issue date of such further Securities). Such further Securities
may be consolidated and form a single series with the Securities of such series and have the same
terms as to status, redemption or otherwise as the Securities of such series.



     Section 2.05 Authentication and Delivery of Securities. The Company may deliver Securities of
any series executed by the Company to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon authenticate and
deliver such Securities to or upon the order of the Company (contained in the Company Order
referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to
such recipients as may be specified from time to time by a Company Order. The maturity date,
original issue date, interest rate and any other terms of the Securities of such series shall be
determined by or pursuant to such Company Order and procedures. If provided for in such
procedures, such Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying upon:




     (a) a Company Order requesting such authentication and setting forth delivery
instructions if the Securities are not to be delivered to the Company;




     (b) any Consent of the Sole Member, Officer’s Certificate and/or executed supplemental
indenture referred to in Sections 2.01 and 2.04 by or pursuant to which the forms and terms
of the Securities were established;



12









 






     (c) an Officer’s Certificate setting forth the form or forms and terms of the
Securities stating that the form or forms and terms of the Securities have been established
pursuant to Sections 2.01 and 2.04 and comply with this Indenture, and covering such other
matters as the Trustee may reasonably request; and




     (d) an Opinion of Counsel to the effect that:




     (i) the form or forms and terms of such Securities have been established
pursuant to Sections 2.01 and 2.04 and comply with this Indenture,




     (ii) the authentication and delivery of such Securities by the Trustee are
authorized under the provisions of this Indenture,




     (iii) such Securities when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the Company,
and




     (iv) all laws and requirements in respect of the execution and delivery by the
Company of the Securities have been complied with,


and covering such other matters as the Trustee may reasonably request.




     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken by the Company or if the Trustee in good faith by its board of directors or board of
trustees, executive committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee’s own rights, duties or immunities under the
Securities, this Indenture or otherwise.



     The Company shall execute and the Trustee shall, in accordance with this Section with respect
to the Securities of a series, authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the
name of the Depositary for such Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until
it is exchanged in whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.”



     Each Depositary designated pursuant to this Section must, at the time of its designation and
at all times while it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.



13









 





     Section 2.06 Execution of Securities. The Securities shall be signed on behalf of the Company
by the Sole Member, its chief executive officer, its principal financial officer, its president,
any vice president or its treasurer. Such signatures may be the manual or facsimile signatures of
the present or any future such officers. Typographical and other minor errors or defects in any
such reproduction of any such signature shall not affect the validity or enforceability of any
Security that has been duly authenticated and delivered by the Trustee.



     In case any officer of the Company who shall have signed any of the Securities shall cease to
be such officer before the Security so signed shall be authenticated and delivered by the Trustee
or disposed of by the Company, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to be such officer of the
Company; and any Security may be signed on behalf of the Company by such persons as, at the actual
date of the execution of such Security, shall be the proper officers of the Company, although at
the date of the execution and delivery of this Indenture any such person was not such an officer.



     Section 2.07 Certificate of Authentication. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited, executed by the
Trustee by the manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The execution of such
certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.



     Section 2.08 Denomination and Date of Securities; Payments of Interest. The Securities of
each series shall be issuable in denominations established as contemplated by Section 2.04 or, if
not so established, in denominations of $1,000 and any integral multiple thereof. The Securities
of each series shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication thereof. Unless
otherwise indicated in a Consent of the Sole Member, Officer’s Certificate or supplemental
indenture for a particular series, interest will be calculated on the basis of a 360-day year of
twelve 30-day months.



     Each Security shall be dated the date of its authentication. The Securities of each series
shall bear interest, if any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.04.



     The Person in whose name any Security of any series is registered at the close of business on
any record date applicable to a particular series with respect to any interest payment date for
such series shall be entitled to receive the interest, if any, payable on such interest payment
date notwithstanding any transfer, exchange or conversion of such Security subsequent to the record
date and prior to such interest payment date, except if and to the extent the Company shall default
in the payment of the interest due on such interest payment date for such series, in which case
such defaulted interest shall be paid to the Persons in whose names Outstanding Securities for such
series are registered at the close of business on a subsequent record date (which shall be not less
than five Business Days prior to the date of payment of such defaulted interest)



14









 







established by notice given by mail by or on behalf of the Company to the Holders of
Securities not less than 15 days preceding such subsequent record date. The term “record date” as
used with respect to any interest payment date (except a date for payment of defaulted interest)
for the Securities of any series shall mean the date specified as such in the terms of the
Securities of such series established as contemplated by Section 2.04, or, if no such date is so
established, if such interest payment date is the first day of a calendar month, the 15th day of
the next preceding calendar month or, if such interest payment date is the 15th day of a calendar
month, the first day of such calendar month, whether or not such record date is a Business Day.



     Section 2.09 Registration, Transfer and Exchange. The Company will keep at each office or
agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities a
register or registers in which, subject to such reasonable regulations as it may prescribe, it will
provide for the registration of Securities of such series and the registration of transfer of
Securities of such series. Such register shall be in written form in the English language or in
any other form capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the Trustee.



     Upon due presentation for registration of transfer of any Security of any series at any such
office or agency to be maintained for the purpose as provided in Section 3.02, the Company shall
execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees
a new Security or Securities of the same series, maturity date, interest rate and original issue
date in authorized denominations for a like aggregate principal amount.



     At the option of the Holder thereof, Securities of any series (except a Global Security) may
be exchanged for a Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency
of the Company that shall be maintained for such purpose in accordance with Section 3.02 and upon
payment, if the Company shall so require, of the charges hereinafter provided. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture
shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a
certificate of disposition thereof to the Company.



     All Securities presented for registration of transfer, exchange, redemption or payment shall
(if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder or his or her attorney duly authorized in writing.



     The Company may require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any exchange or registration of transfer
of Securities. No service charge shall be made for any such transaction.



     The Company shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days next preceding the first mailing of notice of redemption of
Securities of such series to be redeemed or (b) any Securities selected, called or being called for



15









 







redemption, in whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not so to be redeemed.



     Notwithstanding any other provision of this Section 2.09, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.



     If at any time the Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of a series shall no longer be eligible under Section 2.05, the
Company shall appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 2.04 that the Securities of such series be represented by a Global
Security shall no longer be effective and the Company will execute, and the Trustee, upon receipt
of an Officer’s Certificate for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive registered form, in
any authorized denominations, in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing the Securities of such series, in exchange for such
Global Security or Securities.



     The Company may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be represented by a
Global Security or Securities. In such event the Company will execute, and the Trustee, upon
receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series, in exchange for such Global
Security or Securities.



     The Depositary for such Global Security may surrender such Global Security in exchange in
whole or in part for Securities of the same series in definitive registered form on such terms as
are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,




     (i) to the Person specified by such Depositary a new Security or Securities of
the same series, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and




     (ii) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Securities authenticated and delivered
pursuant to clause (i) above.



16









 





     Upon the exchange of a Global Security for Securities in definitive registered form, in
authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to this Section 2.09
shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.



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



     Section 2.10 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary
or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Company
in its discretion may execute, and upon the written request of any officer of the Company, the
Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest
rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Company and to the Trustee and any agent of the Company or
the Trustee such security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in
the case of mutilation or defacement shall surrender the Security to the Trustee.



     Upon the issuance of any substitute Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) connected therewith. In
case any Security which has matured or is about to mature or has been called for redemption in
full, or is being surrendered for conversion in full, shall become mutilated or defaced or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute Security (with the
Holder’s consent, in the case of convertible Securities), pay or authorize the payment of the same
or convert, or authorize conversion of the same (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and
to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.



     Every substitute Security of any series issued pursuant to the provisions of this Section by
virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company and the Guarantor[s], whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled
to all the benefits of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such series duly
authenticated and delivered



17









 







hereunder. All Securities shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or
payment or conversion of mutilated, defaced or destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.



     Section 2.11 Cancellation of Securities; Destruction Thereof. All Securities surrendered for
exchange for Securities of the same series or for payment, redemption, registration of transfer,
conversion or for credit against any payment in respect of a sinking or analogous fund, if
surrendered to the Company or the Guarantor[s] or any agent of the Company, the Guarantor[s] or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled
Securities held by it and deliver a certificate of disposition to the Company. If the Company or
the Guarantor[s] shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the Debt represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.



     Section 2.12 Temporary Securities. Pending the preparation of definitive Securities for any
series, the Company may execute and the Trustee shall authenticate and deliver
temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced,
in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the definitive Securities
of such series but with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company with the concurrence of the Trustee
as evidenced by the execution and authentication thereof. Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive Securities of such series
and thereupon temporary Securities of such series may be surrendered in exchange therefor without
charge at each office or agency to be maintained by the Company for that purpose pursuant to
Section 3.02 and the Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive Securities of such
series, unless the benefits of the temporary Securities are limited pursuant to Section 2.04.



ARTICLE 3

COVENANTS OF THE COMPANY




     Section 3.01 Payment of Principal and Interest. The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such series (together with any additional
amounts payable pursuant to the terms of such Securities) at the place or places, at the



18









 







respective times and in the manner provided in such Securities and in this Indenture. The
interest on Securities (together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders thereof and at the
option of the Company may be paid by mailing checks for such interest payable to or upon the
written order of such Holders at their last addresses as they appear on the Security register of
the Company.



     Section 3.02 Offices for Payments, Etc. The Company will maintain (i) in                     , an agency
where the Securities of each series may be presented for payment, an agency where the Securities of
each series may be presented for exchange and conversion, if applicable, as provided in this
Indenture and an agency where the Securities of each series may be presented for registration of
transfer as in this Indenture provided and (ii) such further agencies in such places as may be
determined for the Securities of such series pursuant to Section 2.04.



     The Company will maintain in                     , an agency where notices and demands to or upon the
Company in respect of the Securities of any series or this Indenture may be served.



     The Company will give to the Trustee written notice of the location of each such agency and of
any change of location thereof. In case the Company shall fail to maintain any agency required by
this Section to be located in                     , or shall fail to give such notice of the location or of
any change in the location of any of the above agencies, presentations and demands may be made and
notices may be served at the Corporate Trust Office of the Trustee.



     The Company may from time to time designate one or more additional agencies where the
Securities of a series may be presented for payment, where the Securities of that series may be
presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to
Section 2.04 and where the Securities of that series may be presented for registration of transfer
as in this Indenture provided, and the Company may from time to time rescind any such designation,
as the Company may deem desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain the agencies
provided for in this Section. The Company will give to the Trustee prompt written notice of any
such designation or rescission thereof.



     The Guarantor[s] will maintain (i) in                     , an agency where the Securities of each series
may be presented for payment, an agency where the Securities of each series may be presented for
exchange and conversion, if applicable, as provided in this Indenture and an agency where the
Securities of each series may be presented for registration of transfer as in this Indenture
provided and (ii) such further agencies in such places as may be determined for the Securities of
such series pursuant to Section 2.04.



     The Guarantor[s] will maintain in                     , an agency where notices and demands to or upon
the Guarantor[s] in respect of the Securities of any series or this Indenture may be served.



     The Guarantor[s] will give to the Trustee written notice of the location of each such agency
and of any change of location thereof. In case the Guarantor[s] shall fail to maintain any agency
required by this Section to be located in                     , or shall fail to give such notice of



19









 







the location or of any change in the location of any of the above agencies, presentations and
demands may be made and notices may be served at the Corporate Trust Office of the Trustee.



     The Guarantor[s] may from time to time designate one or more additional agencies where the
Securities of a series may be presented for payment, where the Securities of that series may be
presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to
Section 2.04 and where the Securities of that series may be presented for registration of transfer
as in this Indenture provided, and the Guarantor[s] may from time to time rescind any such
designation, as the Guarantor[s] may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Guarantor[s] of [its] [their] obligation
to maintain the agencies provided for in this Section. The Guarantor[s] will give to the Trustee
prompt written notice of any such designation or rescission thereof.



     Section 3.03 Appointment to Fill a Vacancy in Office of Trustee. The Company or the
Guarantor[s], whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint,
in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.



     Section 3.04 Paying Agents. Whenever the Company shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section,




     (a) that it will hold all sums received by it as such agent for the payment of the
principal of or interest on the Securities of such series (whether such sums have been paid
to it by the Company or by any other obligor on the Securities of such series) in trust for
the benefit of the Holders of the Securities of such series or of the Trustee,




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




     (c) that at any time during the continuance of any such failure, upon the written
request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by
such paying agent.



     The Company will, on or prior to each due date of the principal of or interest on the
Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such paying agent is the Trustee) the Company will promptly
notify the Trustee of any failure to take such action.



     If the Company shall act as its own paying agent with respect to the Securities of any series,
it will, on or before each due date of the principal of or interest on the Securities of such
series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of
such series a sum sufficient to pay such principal or interest so becoming due. The Company will
promptly notify the Trustee of any failure to take such action.



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     Anything in this Section to the contrary notwithstanding, but subject to Section 10.01, the
Company or the Guarantor[s] may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the
Company, the Guarantor[s] or any paying agent hereunder, as required by this Section, such sums to
be held by the Trustee upon the trusts herein contained.



     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.



     Section 3.05 Written Statement to Trustee. So long as any Securities are Outstanding
hereunder, each of the Company and the Guarantor[s] will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof, a written statement
covering the previous fiscal year, signed by two of its officers (which need not comply with
Section 11.05), stating that in the course of the performance of their duties as officers of the
Company or the Guarantor[s], as the case may be, they would normally have knowledge of any default
by the Company or the Guarantor[s], as the case may be, in the performance or fulfillment of any
covenant, agreement or condition contained in this Indenture, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.



ARTICLE 4

SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY, GUARANTOR[S] AND

THE TRUSTEE




     Section 4.01 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders. The Company covenants and agrees that it will furnish or cause to be furnished to
the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of
the Holders of the Securities of each series pursuant to Section 312 of the Trust Indenture Act of
1939:




     (a) semiannually and not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date and on dates
to be determined pursuant to Section 2.04 for non-interest bearing Securities in each year,
and




     (b) at such other times as the Trustee may request in writing, within 30 days after
receipt by the Company of any such request as of a date not more than 15 days prior to the
time such information is furnished, provided, that, if and so long as the Trustee shall be
the Security registrar (the “Security Registrar”) for such series, such list shall not be
required to be furnished.



     Section 4.02 Reports by the Company and Guarantor[s]. Each of the Company and the
Guarantor[s] covenants to comply with Section 314(a) of the Trust Indenture Act insofar as it
relates to information, documentations, and other reports which the Company or the Guarantor[s] may
be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.



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     Section 4.03 Reports by the Trustee. Any Trustee’s report required under Section 313(a) of
the Trust Indenture Act of 1939 shall be transmitted on or before __________ in each year following the
date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date
convenient to the Trustee but no more than 60 nor less than 45 days prior thereto. The Trustee
shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.



     Section 4.04 Preservation of Information; Communication with Securityholders. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all information as to the names
and addresses of the holders of Securities contained in the most recent list furnished to it as
provided in Section 4.01 and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity).



     (b) The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt
of a new list so furnished.



     (c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act
with other Securityholders with respect to their rights under this Indenture or under the
Securities. The Company, the Guarantor[s], the Trustee, the Security Registrar and any other
Person shall have the protection of Section 312(c) of the Trust Indenture Act.



ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT




     Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of
Default”, with respect to Securities of any series wherever used herein, means each one of the
following events which shall have occurred and be continuing (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):




     (a) default in the payment of any installment of interest upon any of the Securities of
such series as and when the same shall become due and payable, and continuance of such
default for a period of 60 days (or such other period as may be established for the
Securities of such series as contemplated by Section 2.04); or




     (b) default in the payment of all or any part of the principal on any of the Securities
of such series as and when the same shall become due and payable either at maturity, upon
redemption, by declaration or otherwise, and the continuance of such default for five days
(or such other period as may be established for the Securities of such series as
contemplated by Section 2.04); or




     (c) default in the performance, or breach, of any covenant or warranty of the Company
or the Guarantor[s] in respect of the Securities of such series (other than a covenant or
warranty in respect of the Securities of such series a default in the performance or breach
of which is elsewhere in this Section specifically dealt with), 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 and the Guarantor[s] by the Trustee or to



22









 







the Company, the Guarantor[s] and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby, 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




     (d) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company or [the] [any] Guarantor in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Company, [the] [any] Guarantor or for all or substantially all of its property
and assets or ordering the winding up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days; or




     (e)
the Company or [the] [any] Guarantor shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any such law, or
consent to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the
Company or [the] [any] Guarantor or for any substantial part of its property and assets, or make any general assignment for
the benefit of creditors; or




     (f) any other Event of Default provided for in such series of Securities.



     If an Event of Default described in clauses (a), (b), (c) or (f) occurs and is continuing,
then, and in each and every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding hereunder (each
such series voting as a separate class) by notice in writing to the Company and the Guarantor[s]
(and to the Trustee if given by Securityholders), may declare the entire principal (or, if the
Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of such series and the
interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable. If an Event of Default described in clauses (d)
or (e) occurs and is continuing, then and in each and every such case, the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding and interest accrued
thereon, if any, shall become immediately due and payable.



     The foregoing provisions, however, are subject to the condition that if, at any time after the
principal (or, if the Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company and the Guarantor[s] shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon all the Securities of such series
(or of all the Securities, as the case may be) and the principal of any and all Securities of such
series (or of all the Securities, as the case may be) which shall have become due otherwise



23









 







than by acceleration (with interest upon such principal and, to the extent that payment of
such interest is enforceable under applicable law, on overdue installments of interest, at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series, (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of such payment or
deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and if any and all
Events of Default under the Indenture, other than the non-payment of the principal of Securities
which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as
provided herein—then and in every such case the Holders of a majority in aggregate principal
amount of all the Securities of such series, each series voting as a separate class, (or of all the
Securities, as the case may be, voting as a single class) then Outstanding, by written notice to
the Company, the Guarantor[s] and to the Trustee, may waive all defaults with respect to such
series (or with respect to all the Securities, as the case may be) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent thereon.



     For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as
shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.



     Section 5.02 Collection
of Debt by Trustee; Trustee May Prove Debt. [Each of] the Company and the
Guarantor[s] covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such interest shall have become
due and payable, and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, and such default shall have
continued for a period of five days, whether upon maturity of the Securities of such series or upon
any redemption or by declaration or otherwise—then, upon demand of the Trustee, the Company or the
Guarantor[s], as the case may be, will pay to the Trustee for the benefit of the Holders of the
Securities of such series the whole amount that then shall have become due and payable on all
Securities of such series for principal or interest, as the case may be (with interest to the date
of such payment upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in
the Securities of such series); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any
expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor
trustee except as a result of its negligence or bad faith.



24









 





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



     In case
there shall be pending proceedings relative to the Company or [the] [any] Guarantor or any
other obligor upon the Securities under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have
been appointed for or taken possession of the Company or its property, [the] [any] Guarantor or its
 property or such other obligor or its property, or in case of any other comparable judicial
proceedings relative to the Company, [the] [any] Guarantor or other obligor upon the Securities of any
series, or to the creditors or property of the Company, [the] [any] Guarantor or such other obligor, the
Trustee, irrespective of whether the principal of any Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:




     (i) to file and prove a claim or claims for the whole amount of principal and
interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of
such series) owing and unpaid in respect of the Securities of any series, and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation to
the Trustee and each predecessor trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor trustee, except as a result of
negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Company, [the] [any] Guarantor or other obligor upon the
Securities of any series, or to the creditors or property of the
Company, [the] [any] Guarantor or such other obligor,




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of
the Holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and




     (iii) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with respect
to the claims of the Securityholders and of the Trustee on their behalf; and any
trustee, receiver or liquidator, custodian or other similar official is hereby
authorized by each of the Securityholders to make payments to the Trustee, and,



25









 







in the event that the Trustee shall consent to the making of payments directly
to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor trustee except
as a result of negligence or bad faith and all other amounts due to the Trustee or
any predecessor trustee pursuant to Section 6.06.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.



     All rights of action and of asserting claims under this Indenture, or under any of the
Securities of any series, may be enforced by the Trustee without the possession of any of the
Securities of such series or the production thereof on any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor trustee and their
respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities
in respect of which such action was taken.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.



     Section 5.03 Application of Proceeds. Any moneys collected by the Trustee pursuant to this
Article in respect of any series shall be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities in respect of which monies have been collected and
stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced
principal amounts in exchange for the presented Securities of like series if only partially paid,
or upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due to the Trustee or any predecessor trustee
pursuant to Section 6.06;




     SECOND: In case the principal of the Securities of such series in respect of which
moneys have been collected shall not have become and be then due and payable, to the payment
of interest on the Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount



26









 







Securities) specified in such Securities, such payments to be made ratably to the
Persons entitled thereto, without discrimination or preference;




     THIRD: In case the principal of the Securities of such series in respect of which
moneys have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of such series for
principal and interest, with interest upon the overdue principal, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities
of such series, then to the payment of such principal and interest or Yield to Maturity,
without preference or priority of principal over interest or Yield to Maturity, or of
interest or Yield to Maturity over principal, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other Security of
such series, ratably to the aggregate of such principal and accrued and unpaid interest or
Yield to Maturity; and




     FOURTH: To the payment of the remainder, if any, to the Company, the Guarantor[s] or
both, as they are entitled or any other Person lawfully entitled thereto.



     Section 5.04 Suits for Enforcement. In case an Event of Default has occurred, has not been
waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.



     Section 5.05 Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee,
then and in every such case the Company, the Guarantor[s] and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Guarantor[s], the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.



     Section 5.06 Limitations on Suits by Securityholders. No Holder of any Security of any series
shall have any right by virtue or by availing of any provision of this Indenture to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with
respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or
other similar official or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,



27









 







expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to institute any such
action or proceeding and no direction inconsistent with such written request shall have been given
to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly
covenanted by the Holder of every Security with every other Holder and the Trustee, that no one or
more Holders of Securities of any series shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Securities of the
applicable series. For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.



     Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and interest on such Security
on or after the respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, or for the enforcement of such
conversion right, shall not be impaired or affected without the consent of such Holder.



     Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except
as provided in Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders of Securities 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.



     No delay or omission of the Trustee or of any Holder of Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any
such right or power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.06, every power and remedy given by this Indenture
or by law to the Trustee or to the Holders of Securities may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Securities.



     Section 5.09 Control by Holders of Securities. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each series voting as a separate
class) at the time Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this Indenture; provided,
that such direction shall not be otherwise than in accordance with law and the provisions of this
Indenture and provided, further, that (subject to the provisions of Section 6.01) the Trustee shall
have the right to decline to follow any such direction if the Trustee, being advised by counsel,
shall determine that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a trust



28









 







committee of directors or Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if the Trustee in
good faith shall so determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood that (subject to
Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.



     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.



     Section 5.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of the
maturity of the Securities of any series as provided in Section 5.01, the Holders of a majority in
aggregate principal amount of the Securities of such series at the time Outstanding may on behalf
of the Holders of all the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.04 with respect to such
series and its consequences, except an uncured default in the payment of the principal of (or
premium, if any), or interest on, any of the Securities of that series as and when the same shall
become due by the terms of such Securities. In the case of any such waiver, the Company, the
Guarantor[s], the Trustee and the Holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.



     Upon any such waiver, such default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been
cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.



     Section 5.11 Trustee to Give Notice of Default. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities of any series, give notice of all defaults
with respect to that series known to the Trustee to all Holders of Securities of such series in the
manner and to the extent provided in Section 4.03, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term “defaults” for the purpose of
this Section being hereby defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided, that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such series, or in the
payment of any sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Securityholders of such
series.



     Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to
this Indenture agree, and each Holder of any Security by his or her acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit for the



29









 







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



ARTICLE 6

CONCERNING THE TRUSTEE




     Section 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default.
With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to the Securities of a particular series and after
the curing or waiving of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Securities of a series has occurred
(which has not been cured or waived), 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 his or her own
affairs.



     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.



     Section 6.02 Certain Rights of the Trustee. In furtherance of and subject to the Trust
Indenture Act of 1939 and subject to Section 6.01:




     (a) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but, in the case of any such
statements, 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) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;




     (c) 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 pursuant to
Section 5.09 relating to the time, method and place of conducting any proceeding for any



30









 







remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture;




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




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




     (f) any request, direction, order or demand of the Company or the Guarantor[s]
mentioned herein shall be sufficiently evidenced by an Officer’s
Certificate of the Company or the [applicable] Guarantor as the case
may be (unless other
evidence in respect thereof be herein specifically prescribed); and any Consent of the Sole
Member may be evidenced to the Trustee by a copy thereof certified by the secretary or an
assistant secretary of the Company and any Guarantor Authorizing Resolution may
be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the [applicable] Guarantor;




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




     (h) the Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders pursuant to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;




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




     (j) prior to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, security, or other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided, that, if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured to



31









 







the Trustee by the security afforded to it by the terms of this Indenture, the Trustee
may require reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by the Company
or the Guarantor[s] or, if paid by the Trustee or any predecessor trustee, shall be repaid
by the Company or the Guarantor[s] upon demand; and




     (k) 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 not regularly in its employ
and the Trustee shall not be responsible for any misconduct or negligence on the part of any
such agent or attorney appointed with due care by it hereunder.



     Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of
Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company or the
Guarantor[s], as applicable, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representation 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 Company
or the Guarantor[s] of any of the Securities or of the proceeds thereof.



     Section 6.04 Trustee and Agents May Hold Securities; Collections, Etc. The Trustee or any
agent of the Company, the Guarantor[s] or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Company or the Guarantor[s] and receive,
collect, hold and retain collections from the Company or the Guarantor[s] with the same rights it
would have if it were not the Trustee or such agent.



     Section 6.05 Moneys Held by Trustee. Subject to the provisions of Section 10.04 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except
to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the
Company, the Guarantor[s] or the Trustee shall be under any liability for interest on any moneys
received by it hereunder.



     Section 6.06 Compensation and Indemnification of Trustee and Its Prior Claim. Each of the
Company and the Guarantor[s] (without duplication) covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust)
as the Company, the Guarantor[s] and the Trustee may from time to time agree in writing and, except
as otherwise expressly provided herein, each of the Company and the Guarantor[s] (without
duplication) covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. Each of the Company and the Guarantor[s] (without duplication) also
covenants to indemnify the Trustee and each predecessor trustee for, and to hold it harmless
against, any loss, liability or expense incurred



32









 







without negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder,
including the costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Company and the Guarantor[s] under this Section
to compensate and indemnify the Trustee and each predecessor trustee and to pay or reimburse the
Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such
senior claim.



     Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.01
and 6.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.



     Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee, the Guarantor[s] and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.



     Section 6.09 Persons Eligible for Appointment as Trustee. The Trustee for each series of
Securities hereunder shall at all times be a corporation having a combined capital and surplus of
at least $50,000,000 and shall be eligible in accordance with the provisions of Section 310(a) of
the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of a Federal, State or District of Columbia
supervising or examining authority, then, for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.



     Section 6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or
all series of Securities by giving written notice of resignation to the Company or the Guarantor[s]
and by mailing notice of such resignation to the Holders of then Outstanding Securities of each
series affected at their addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with
respect to the applicable series by written instrument in duplicate, executed by authority of the
Sole Member, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning trustee may petition any court



33









 







of competent jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all
others similarly situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.




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




     (i) the Trustee shall fail to comply with the provisions of Section 310(b) of
the Trust Indenture Act of 1939 with respect to any series of Securities after
written request therefor by the Company, by the Guarantor[s] or by any
Securityholder who has been a bona fide Holder of a Security or Securities of such
series for at least six months; or




     (ii) the Trustee shall cease to be eligible in accordance with the provisions
of Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after
written request therefor by the Company, by the Guarantor[s] or by any
Securityholder; or




     (iii) the Trustee shall become incapable of acting with respect to any series
of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
liquidator 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 Company may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written instrument, in
duplicate, executed by order of the Sole Member of the Company or the Guarantor[s] may remove the
Trustee with respect to the applicable series of Securities and appoint a successor trustee for
such series by written instrument, in duplicate, executed by order of
the Board of Directors [and
Members] of the Guarantor[s], one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, (B) subject to Section 315(e) of the Trust
Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself or herself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.




     (c) The Holders of a majority in aggregate principal amount of the Securities of each
series at the time Outstanding may at any time remove the Trustee with respect to Securities
of such series and appoint a successor trustee with respect to the Securities of such
series, with the consent of the Company or of the Guarantor[s], by delivering to the Trustee
so removed, to the successor trustee so appointed, to the Guarantor[s] and to the Company
the evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.



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     (d) Any resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any of the
provisions of this Section 6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.



     Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed
as provided in Section 6.10 shall execute and deliver to the Company, the Guarantor[s] and to its
predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any applicable series
shall become effective and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Company, the Guarantor[s] or of the
successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall,
subject to Section 10.04, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor trustee, the
Company and the Guarantor[s] shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the provisions of Section
6.06.



     If a successor trustee is appointed with respect to the Securities of one or more (but not
all) series, the Company, the Guarantor[s], the predecessor trustee and each successor trustee with
respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect
to the Securities of any series as to which the predecessor trustee is not retiring shall continue
to be vested in the predecessor trustee, and 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 under separate indentures.



     No successor trustee with respect to any series of Securities shall accept appointment as
provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 310(a) of the Trust Indenture Act of 1939.



     Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the
Company shall mail notice thereof to the Holders of Securities of each series affected, by mailing
such notice to such Holders at their addresses as they shall appear on the Security register. If
the acceptance of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to mail such notice within ten days after acceptance of



35









 







appointment by the successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Company.



     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder; provided, that such corporation shall be qualified
under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 310(a) of the Trust Indenture Act of 1939, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.



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



     Section 6.13 Preferential Collection of Claims Against the Company. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included therein.



ARTICLE 7

CONCERNING THE SECURITYHOLDERS




     Section 7.01 Evidence of Action Taken by Securityholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Securityholders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
specified percentage of Securityholders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee, the Company and the
Guarantor[s], if made in the manner provided in this Article.



     Section 7.02 Proof of Execution of Instruments and of Holding of Securities. Subject to
Sections 6.01 and 6.02, the execution of any instrument by a Holder or his agent or proxy may be




36











 




proved in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof. The Company or
the Guarantor[s] may set a record date for purposes of determining the identity of Holders of any
series entitled to vote or consent to any action referred to in Section 7.01, which record date may
be set at any time or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to
the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions
hereof, only Holders of such series of record on such record date shall be entitled to so vote or
give such consent or revoke such vote or consent. Notice of such record date may be given before
or after any request for any action referred to in Section 7.01 is made by the Company or the
Guarantor[s].




     Section 7.03 Holders to Be Treated as Owners. The Company, the Guarantor[s], the Trustee and
any agent of the Company, the Guarantor[s] or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such series as the absolute
owner of such Security (whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving payment of or on
account of the principal of, and, subject to the provisions of this Indenture, interest on, such
Security and for all other purposes; and neither the Company, the Guarantor[s] or the Trustee nor
any agent of the Company, the Guarantor[s] or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Person, or upon his or her order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable.



     Section 7.04 Securities Owned by Company or Guarantor[s] Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of Outstanding
Securities of any or all series have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Company, the Guarantor[s] or any other obligor on the
Securities with respect to which such determination is being made or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, the Guarantor[s] or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities which the Trustee
knows are so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Company, the Guarantor[s] or any other obligor upon the Securities or any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, the Guarantor[s] or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision made by the
Trustee in accordance with such advice.



     Section 7.05 Right of Revocation of Action Taken. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the
Holders of the percentage in aggregate principal amount of the Securities of any or all
series, as



37









 







the case may be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke
such action so far as concerns such Security. Except as aforesaid, any such action taken by the
Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the Company, the
Guarantor[s], the Trustee and the Holders of all the Securities affected by such action.



ARTICLE 8

SUPPLEMENTAL INDENTURES




     Section 8.01 Supplemental Indentures Without Consent of Securityholders. The Company, when
authorized by a Consent of the Sole Member, the
Guarantor[s], when authorized by Guarantor Authorizing
Resolution[s] and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of
the following purposes:




     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;




     (b)
to evidence the succession of another Person to the Company or [the] [any] Guarantor, or
successive successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Company or  the Guarantor[s] pursuant to Article 9;




     (c) to add to the covenants of the Company or the Guarantor[s] such further covenants,
restrictions, conditions or provisions as the Sole Member and the Trustee shall consider to
be for the protection of the Holders of Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, that in respect
of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies available to
the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive such an
Event of Default;




     (d) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any



38









 





other
provision contained herein or in any supplemental indenture, or to conform this Indenture or
any supplemental indenture to the description of the Securities set forth in any prospectus
or prospectus supplement related to such series of Securities;



     (e) to provide for or add guarantors for the Securities of one or more series;



     (f) to establish the form or terms of Securities of any series as permitted by Sections
2.01 and 2.03;



     (g) 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 6.11;



     (h) to add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms, purposes of issue, authentication and delivery of any series
of Securities, as herein set forth;



     (i) to make any change to the Securities of any series so long as no Securities of such
series are Outstanding; and



     (j) to make any other change that does not adversely affect the interests of the
Holders of the Securities in any material respect.


     The Trustee is hereby authorized to join with the Company and the Guarantor[s] 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.


     Any supplemental indenture authorized by the provisions of this Section may be executed
without the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 8.02.


     Section 8.02 Supplemental Indentures With Consent of Securityholders. With the consent
(evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), the Company, when authorized by a Consent of the Sole
Member, the Guarantor[s], when authorized by Guarantor
Authorizing Resolution[s] and the
Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Securities of each such series; provided, that no such supplemental
indenture shall, without the consent of the Holder of each
Security so affected, (a) extend the final maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any


39








 




amount payable on redemption thereof, or make the principal thereof (including any amount in
respect of original issue discount) or interest thereon payable in any currency other than that
provided in the Securities or in accordance with the terms thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon an acceleration
of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to institute suit for
the payment or conversion thereof or, if the Securities provide therefor, any right of repayment at
the option of the Securityholder, or modify any of the provisions of this paragraph except to
increase any required percentage or to provide that certain other provisions cannot be modified or
waived without the consent of the Holder of each Security so affected; provided, that no consent of
any Holder of any Security shall be necessary under this Section 8.02 to permit the Trustee, the
Guarantor[s] and the Company to execute supplemental indentures pursuant to Section 8.01(e) of this
Indenture, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture.



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



     Upon the request of the Company and the Guarantor[s], accompanied by a Consent of
the Sole Member certified by the secretary or an assistant secretary of the Company and Guarantor
Authorizing Resolution[s] certified by the secretary or assistant secretary of
the Guarantor[s] authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if
any, required by Section 7.01, the Trustee shall join with the Company and the Guarantor[s] in the
execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such supplemental indenture.



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



     Promptly after the execution by the Company, the Guarantor[s] and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice
thereof to the Holders of then Outstanding Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they shall appear on the
Security register, and in each case such notice shall set forth in general terms the substance of
such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.



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     Section 8.03 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company, the Guarantor[s] and the
Holders of Securities of each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.



     Section 8.04 Documents to Be Given to Trustee. The Trustee, subject to the provisions of
Sections 6.01 and 6.02, may receive an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies
with the applicable provisions of this Indenture.



     Section 8.05 Notation on Securities in Respect of Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
the provisions of this Article may bear a notation in form approved by the Trustee for such series
as to any matter provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Sole Member, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of such series then
Outstanding.



ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 9.01 Company May Consolidate, Etc., on Certain Terms. The Company shall not
consolidate with or merge into any other Person (in a transaction in which the Company is not the
surviving entity) or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless (a) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety shall be (i) a corporation,
limited liability company, partnership or trust, (ii) shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and (iii)
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed, by supplemental indenture satisfactory
in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the
Company) formed by such consolidation or into which the Company shall have been merged or by the
Person which shall have acquired the Company’s assets and the Guarantor[s]; (b) immediately after
giving effect to such transaction and treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result of such transaction as having been incurred by the Company 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 (c) the Company has



41









 







delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, 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.



     The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not
organized under the laws of the United States of America, any State thereof or the District of
Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the
jurisdiction of the United States district court for the Southern District of New York and (ii) to
indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or
governmental charge imposed on such holders by a jurisdiction other than the United States or any
political subdivision or taxing authority thereof or therein with respect to, and withheld on the
making of, any payment of principal or interest on such Securities and which would not have been so
imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any
tax, assessment or governmental charge imposed on or relating to, and any costs or expenses
involved in, such consolidation, merger, sale or conveyance.



     The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of
the Company with one of its affiliates, if the Sole Member determines in good faith that the
purpose of such transaction is principally to change the Company’s State of formation or convert
the Company’s form of organization to another form, or (ii) the merger of the Company with or into
a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor
provision) of the General Corporation Law of the State of Delaware, if applicable.



     Nothing contained in this Article shall apply to, limit or impose any requirements upon the
consolidation or merger of any Person into the Company where the Company is the survivor of such
transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the
property of any other Person (whether or not affiliated with the Company).



     Section 9.02 Successor Company Substituted. Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with Section 9.01, the
successor Person formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.



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



     Section 9.03 Guarantor[s] May Consolidate, etc., on Certain Terms. No Guarantor shall
consolidate with or merge into any other Person (in a transaction in which such Guarantor is not
the surviving entity) or convey, transfer or lease its properties and assets substantially as an



42









 







entirety to any Person, unless (a) the Person formed by such consolidation or into which such
Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of such Guarantor substantially as an entirety shall be (i) a corporation,
limited liability company, partnership or trust, (ii) shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and (iii)
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of such Guarantor to be performed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person and the
Company (if other than such Guarantor) formed by such consolidation or into which such Guarantor
shall have been merged or by the Person which shall have acquired such Guarantor’s assets; (b)
immediately after giving effect to such transaction and treating any indebtedness which becomes an
obligation of such Guarantor as a result of such transaction as having been incurred by such
Guarantor 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
(c) such Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, 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.



     The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not
organized under the laws of the United States of America, any State thereof or the District of
Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the
jurisdiction of the United States district court for the Southern District of New York and (ii) to
indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or
governmental charge imposed on such holders by a jurisdiction other than the United States or any
political subdivision or taxing authority thereof or therein with respect to, and withheld on the
making of, any payment of principal or interest on such Securities and which would not have been so
imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any
tax, assessment or governmental charge imposed on or relating to, and any costs or expenses
involved in, such consolidation, merger, sale or conveyance.



     The restrictions in this Section 9.03 shall not apply to (i) the merger or consolidation of
any Guarantor with one of its affiliates, if the Board of Directors [or Members] determine[s] in
good faith that the purpose of such transaction is principally to change any Guarantor’s state of
incorporation [or formation] or convert such Guarantor’s form of organization to another form, or
(ii) the merger of such Guarantor with or into a single direct or indirect wholly owned Subsidiary
pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State
of Delaware.



     Nothing contained in this Article shall apply to, limit or impose any requirements upon the
consolidation or merger of any Person into [the] [any] Guarantor where [the] [any] Guarantor is the
survivor of such transaction, or the acquisition by [the] [any] Guarantor, by purchase or
otherwise, of all or any part of the property of any other Person (whether or not affiliated with
[the] [any] Guarantor).



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     Section 9.04 Successor Guarantor[s] Substituted. Upon any consolidation of [the] [any]
Guarantor with, or merger of [the] [any] Guarantor into, any other Person or any conveyance,
transfer or lease of the properties and assets of [the] [any] Guarantor substantially as an
entirety in accordance with Section 9.03, the successor Person formed by such consolidation or into
which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, [the] [any] Guarantor under
this Indenture with the same effect as if such successor Person had been named as [the] [any]
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 the Securities.



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



ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS




     Section 10.01 Discharge of Liability on Securities. Except as otherwise contemplated by
Section 2.04, when (a) the Company or the Guarantor[s] deliver[s] to the Trustee all Outstanding
Securities or all Outstanding Securities of any series, as the case may be, theretofore
authenticated and delivered and all coupons, if any, appertaining thereto (other than (i)
Securities or Securities of such series, as the case may be, and coupons, if any, which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.10, (ii)
coupons, if any, appertaining to Securities or Securities of such series, as the case may be,
called for redemption and maturing after the relevant redemption date, whose surrender has been
waived as provided in Section 12.03 and (iii) Securities or Securities of such series, as the case
may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company or the Guarantor[s] and thereafter repaid to the
Company or the Guarantor[s] or discharged from such trust, as provided in Section 2.05) for
cancellation or (b) all Outstanding Securities have become due and payable or are by their terms to
become due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or
the Guarantor[s] deposit[s] with the Trustee cash sufficient to pay at stated maturity the
principal of and interest on Outstanding Securities or all Outstanding Securities of such series
(other than Securities replaced pursuant to Section 2.10), and if in either case the Company or the
Guarantor[s] pay[s] all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 6.06, cease to be of further effect as to all Outstanding Securities or all
Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution
of proper instruments prepared by the Company or the Guarantor[s] acknowledging satisfaction and
discharge of this Indenture on demand of the Company or the Guarantor[s] accompanied by an
Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.



     Section 10.02 Repayment to the Company. At the request of the Company or the Guarantor[s],
the Trustee and the paying agent shall return to the Company or the Guarantor[s] on Company Order
any money held by them for the payment of any amount with respect to the Securities that remains
unclaimed for two years; provided, however, that the Trustee or such paying agent, before being
required to make any such return, shall, at the expense and direction



44









 







of the Company or the Guarantor[s], cause to be published once in an Authorized Newspaper in
each place of payment of or mail to each such Holder notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed money then remaining will be returned to the Company or the
Guarantor[s]. After return to the Company or the Guarantor[s], Holders entitled to the money must
look to the Company or the Guarantor[s] for payment as general creditors unless an applicable
abandoned property law designates another person.



     Section 10.03 Option to Effect Defeasance or Covenant Defeasance. Unless otherwise specified
as contemplated by Section 2.04 with respect to Securities of a particular series, the Company by
Consent of the Sole Member or the Guarantor[s], may at [its] [their] option, by Guarantor
Authorizing Resolution[s], at any time, with respect to any series of Securities, elect to have
either Section 10.04 or Section 10.05 be applied to all of the Outstanding Securities of any series
(the “Defeased Securities”), upon compliance with the conditions set forth in this Article 10.



     Section 10.04 Defeasance and Discharge. Upon the Company’s or the Guarantor[’s][s’] exercise
under Section 10.03 of the option applicable to this Section 10.04, the Company or the Guarantor[s]
shall be deemed to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below in Section 10.06 are satisfied (hereinafter
“defeasance”). For this purpose, such defeasance means that the Company or the Guarantor[s] shall
be deemed to have paid and discharged the entire indebtedness represented by the Defeased
Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Sections
2.05, 2.06, 2.10, 2.11, 2.12, 3.01, 3.02, 3.04, 5.06, 5.07, 6.06, 6.10 and 10.02 of this Indenture
and to have satisfied all its other obligations under such series of Securities and this Indenture
and cured all existing Events of Default insofar as such series of Securities are concerned (and
the Trustee, at the expense of the Company, and, upon written request, shall execute proper
instruments acknowledging the same). Subject to compliance with this Article 10, the Company or the
Guarantor[s] may exercise [its] [their] option under this Section 10.04 notwithstanding the prior
exercise of its option under Section 10.05 with respect to a series of Securities.



     Section 10.05 Covenant Defeasance. Upon the Company’s or the Guarantor[’s][s’] exercise under
Section 10.03 of the option applicable under this Section 10.05, the Company or the Guarantor[s]
shall be released from its obligations under Section 3.05 and Article 9 and such other provisions
as may be provided as contemplated by Section 2.04 with respect to Securities of a particular
series and with respect to the Defeased Securities on and after the date the conditions set forth
below in Section 10.06 are satisfied (hereinafter “covenant defeasance”), and the Defeased
Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences if any thereof) in
connection with such covenants, but shall continue to be deemed “Outstanding” for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company or the Guarantor[s] may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such Section or Article
described in this Section 10.05, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or Article described in this Section 10.05 or by reason of any
reference in any such Section or Article described in this Section 10.05 to any



45









 







other provisions herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.01 but, except as specified above, the
remainder of this Indenture and such Defeased Securities shall be unaffected thereby.



     Section 10.06 Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to application of either Section 10.04 or Section 10.05 to a series of outstanding
Securities.



     (a) The Company or the Guarantor[s] shall have irrevocably deposited with the Trustee, in
trust, (i) sufficient funds in the currency or currency unit in which the Securities of such series
are denominated to pay the principal of and interest to stated maturity (or redemption) on, the
Securities of such series, or (ii) such amount of direct obligations of, or obligations the
principal of and interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated, and which are not subject to
prepayment, redemption or call, as will, together with the predetermined and certain income to
accrue thereon without consideration of any reinvestment thereof, be sufficient to pay when due the
principal of, and interest to stated maturity (or redemption) on, the Securities of such series.



     (b) The Company or the Guarantor[s] shall (i) have delivered an opinion of counsel that the
Holders of the Securities of such series will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such defeasance, and will be subject to tax in the same
manner as if no defeasance and discharge or covenant defeasance, as the case may be, had occurred
or (ii) in the case of an election under Section 10.04 the Company or the Guarantor[s] shall have
delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company or the
Guarantor[s] has received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date this Indenture was first executed, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel in the United States shall confirm that, the holders of Outstanding Securities
of that particular series will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance.



ARTICLE 11

MISCELLANEOUS PROVISIONS




     Section 11.01 No Recourse. No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, member, officer or director, past, present or
future as such, of the Company, of the Guarantor[s] or of any predecessor or successor Person,
either directly or through the Company, the Guarantor[s] or any such predecessor or successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, members,
officers or directors as such, of the Company, the Guarantor[s] or of any predecessor or successor
Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom; and that any and all such



46









 







personal liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, member, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Securities.



     Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of
Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any Person other than the parties hereto and their successors and the Holders
of the Securities any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the Securities.



     Section 11.03 Successors and Assigns of Company and Guarantor[s] Bound by Indenture. All the
covenants, stipulations, promises and agreements contained in this Indenture by or on behalf of the
Company or the Guarantor[s] shall bind [its] [their] successors and assigns, whether so expressed
or not.



     Section 11.04 Notices and Demands on Company, Guarantor[s], Trustee and Holders of Securities.
Any notice or demand which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders of Securities to or on the Company or the Guarantor[s]
may be given or served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Company is filed by the
Company with the Trustee or until another address of the Guarantor[s] is filed by the Guarantor[s]
with the Trustee) c/o Discovery Communications, LLC,
One Discovery Place, Silver Spring, Maryland 20910, Attn: General Counsel. Any notice, direction,
request or demand by the Company , the Guarantor[s] or any Holder of Securities to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made
at                     ,                     , Attn:                     .



     Where this Indenture provides for notice to Holders of Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to such 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.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Company or the Guarantor[s] when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice of any event to Holders of Securities when said notice is required to



47









 




be given pursuant to any provision of this Indenture or of the Securities, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice. Neither the failure to give notice, nor any defect in any notice so given,
to any particular Holder of a Security shall affect the sufficiency of such notice with respect to
other Holders of Securities given as provided above.



     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.



     Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Company or
[the] [any] Guarantor to the Trustee to take
any action under any of the provisions of this Indenture, the Company or the Guarantor[s], as
applicable shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition,
(b) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (c) a statement that, in
the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition
has been complied with and (d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.



     Any certificate, statement or opinion of an officer of the Company or the Guarantor[s] 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 or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to
factual matters, information with respect to which is in the possession of the Company or the
Guarantor[s], upon the certificate, statement or opinion of or representations by an officer or
officers of the Company or the Guarantor[s], unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which his or her
certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.



48









 




     Any
certificate, statement or opinion of an officer of the Company or an officer of [the] [any]
 Guarantor or of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of accountants in the employ
of the Company or the Guarantor[s], unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the accounting matters upon which his
or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.



     Any certificate or opinion of any independent firm of public accountants filed with and
directed to the Trustee shall contain a statement that such firm is independent.



     Section 11.06 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of
interest on or principal of the Securities of any series or the date fixed for redemption or
repayment of any such Security, or the last day on which a Holder has the right to convert any
Security, shall not be a Business Day, then payment of interest or principal, or any conversion,
need not be made on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for redemption or on such
last day for conversion, and no interest shall accrue for the period after such date.



     Section 11.07 Conflict of Any Provision of Indenture With Trust Indenture Act of 1939. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such incorporated provision shall control.



     Section 11.08 New York Law to Govern. This Indenture and each Security shall be deemed to be
a contract under the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be required by mandatory provisions
of law.



     Section 11.09 Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together constitute but one and the
same instrument.



     Section 11.10 Effect of Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.



     Section 11.11 Actions by Successor. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee, member or officer of the
Company or the Guarantor[s] shall and may be done and performed with like force and effect by the
corresponding board, committee, member or officer of any corporation or other entity that shall at
the time be the lawful successor of the Company or the Guarantor[s].



     Section 11.12 Severability. In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Securities, but this Indenture and such Securities
shall be construed as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.



49









 





ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS




     Section 12.01 Applicability of Article. The provisions of this Article shall be applicable to
the Securities of any series which are redeemable before their maturity or to any sinking fund for
the retirement of Securities of a series, except as otherwise specified, as contemplated by Section
2.04 for Securities of such series.



     Section 12.02 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders
of Securities of any series to be redeemed as a whole or in part at the option of the Company shall
be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities
of such series at their last addresses as they shall appear upon the Security register. Any notice
which is given in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice or any defect in the
notice to the Holder of any Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other Security of such
series.



     The notice of redemption to each such Holder shall specify the principal amount of each
Security of such series held by such Holder to be redeemed, the date fixed for redemption, the
redemption price, the place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the mandatory or optional sinking
fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be
paid as specified in such notice and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue and shall also specify, if applicable, the
conversion price then in effect and the date on which the right to convert such Securities or the
portions thereof to be redeemed will expire. In case any Security of a series is to be redeemed in
part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.



     The notice of redemption of Securities of any series to be redeemed at the option of the
Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and
at the expense of the Company.



     On or before the redemption date specified in the notice of redemption given as provided in
this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if
the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided
in Section 3.04) an amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption (other than those theretofore surrendered for conversion
into Common Stock) at the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If any Security called for redemption is converted pursuant hereto, any
money deposited with the Trustee or any paying agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company upon the Company’s request, or, if then
held by the Company, shall be discharged from such trust. The



50









 







Company will deliver to the Trustee at least 70 days prior to the date fixed for redemption
(unless a shorter time period shall be acceptable to the Trustee) an Officer’s Certificate (which
need not comply with Section 11.05) stating the aggregate principal amount of Securities to be
redeemed. In case of a redemption at the election of the Company prior to the expiration of any
restriction on such redemption, the Company shall deliver to the Trustee, prior to the giving of
any notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that
such restriction has been complied with.



     If less than all the Securities of a series are to be redeemed, the Trustee shall select, in
such manner as it shall deem appropriate and fair, Securities of such series to be redeemed in
whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Company in writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed. If any Security selected for partial redemption is
surrendered for conversion after such selection, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption.



     Section 12.03 Payment of Securities Called for Redemption. If notice of redemption has been
given as above provided, the Securities or portions of Securities specified in such notice shall
become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities at the redemption
price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and, except as provided in Sections 6.05
and 10.04, such Securities shall cease from and after the date fixed for redemption to be
convertible into Common Stock, if applicable, and to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued thereon to the date
fixed for redemption; provided, that payment of interest becoming due on or prior to the date fixed
for redemption shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security and, if applicable, such Security shall remain
convertible into Common Stock until the principal of such Security shall have been paid or duly
provided for.



51









 





     Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Company, a new Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.



     Section 12.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption.
Securities shall be excluded from eligibility for selection for redemption if they are identified
by registration and certificate number in an Officer’s Certificate delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given as being owned of
record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an
entity specifically identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.



     Section 12.05 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund
payment provided for by the terms of the Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by
the terms of the Securities of any series is herein referred to as an “optional sinking fund
payment”. The date on which a sinking fund payment is to be made is herein referred to as the
“sinking fund payment date”.



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the
Company and delivered to the Trustee for cancellation pursuant to Section 2.11 and, if applicable,
receive credit for Securities (not previously so credited) converted into Common Stock and so
delivered to the Trustee for cancellation, (b) receive credit for optional sinking fund payments
(not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of
such series (not previously so credited) redeemed by the Company through any optional redemption
provision contained in the terms of such series. Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price specified in such
Securities.



     On or before the 60th day next preceding each sinking fund payment date for any series, the
Company will deliver to the Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series
and the basis for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Company intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Company intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for



52









 







cancellation pursuant to Section 2.11 to the Trustee with such Officer’s Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be
irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated
to make all the cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Company, on or before any such 60th day, to
deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the irrevocable election of the
Company that the mandatory sinking fund payment for such series due on the next succeeding sinking
fund payment date shall be paid entirely in cash without the option to deliver or credit Securities
of such series in respect thereof.



     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a
lesser sum in Dollars or in any Foreign Currency if the Company shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the Company makes no such
request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof
in any Foreign Currency) is available. The Trustee shall select, in the manner provided in Section
12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities
of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Company (or the Company,
if it shall so request the Trustee in writing), shall cause notice of redemption of the Securities
of such series to be given in substantially the manner provided in Section 12.02 (and with the
effect provided in Section 12.03) for the redemption of Securities of such series in part at the
option of the Company. The amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking fund payment for
such series and, together with such payment, shall be applied in accordance with the provisions of
this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities
of any particular series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series, shall be applied, together with
other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity. The Company’s obligation to make a
mandatory or optional sinking fund payment shall automatically be reduced by an amount equal to the
sinking fund redemption price allocable to any Securities or portions thereof called for redemption
pursuant to the preceding paragraph on any sinking fund payment date and converted into Common
Stock; provided that, if the Trustee is not the conversion agent for the Securities, the Company or
such conversion agent shall give the Trustee written notice prior to the date fixed for redemption
of the principal amount of Securities or portions thereof so converted.



     On or before each sinking fund payment date, the Company shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.



53









 




     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or give any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of
any Event of Default except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Company a sum sufficient for such redemption. Except
as aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been collected under Article
5 and held for the payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10, or the default cured on or before the 60th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the redemption of such
Securities.



ARTICLE 13

GUARANTEE OF SECURITIES




     Section 13.01
Guarantee. The Guarantor[s] hereby [, jointly
and severally,] fully and unconditionally guarantee[s] to
each Holder of a Security of each series issued by the Company, authenticated and delivered by the
Trustee, the due and punctual payment of the principal (including any amount due in respect of any
Original Issue Discount Security) of and any premium and interest on such Security, and the due and
punctual payment of any sinking fund payments provided for pursuant to the terms of such Security,
when and as the same shall become due and payable in accordance with the terms of such Security and
this Indenture. [The] [Each] Guarantor hereby agrees that in the event of an Event of Default its
obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall
be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security of any series or this Indenture, any failure to
enforce the provisions of any Security of any series or this Indenture, any waiver, modification or
indulgence granted to the Company with respect thereto by the Holder of any Security of any series
or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of [the] [such] Guarantor[s],
increase the principal amount of any Security or the interest rate thereon or increase any premium
payable upon redemption thereof. [The] [Each] Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company, the benefit of discussion,
protest or notice with respect to any Security or the indebtedness evidenced thereby or with
respect to any sinking fund payment required pursuant to the terms of such Security issued under
this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged
with respect to such Security except by payment in full of the principal thereof and any premium
and interest thereon or as provided in Article 10 or Section 9.02. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantor[s], or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or the Guarantor[s]
any amount paid by the Company or the Guarantor[s] to the Trustee or such Holder, this Guarantee to
the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor[s]
further agree[s] that, as



54









 







between the Guarantor[s], on the one hand, and the Holders and the Trustee, on the other hand,
the obligations guaranteed hereby may be accelerated as provided in Article 5 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby.



     The Guarantor[s] also agree[s], to pay any and all reasonable costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holders in enforcing any
rights under this Guarantee.



     The Guarantor[s] hereby waive[s] any right of set off which the Guarantor[s] may have against
the Holder of any Security in respect of any amounts which are or may become payable by such Holder
to the Company.



     The Guarantor[s] shall be subrogated to all rights of the Holders of any series of Securities
and the Trustee against the Company in respect of any amounts paid to such Holders and the Trustee
by the Guarantor[s] pursuant to the provisions of the Guarantee; provided, however, that the
Guarantor[s] 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, premium, if any, and interest, if any, on
all of the Securities of such series shall have been paid in full.



     No past, present or future stockholder, officer, director, employee or incorporator of the
Guarantor[s] shall have any personal liability under the Guarantee set forth in this Section 13.01
by reason of his, her or its status as such stockholder, officer, director, employee or
incorporator.



     The Guarantee set forth in this Section 13.01 shall not be valid or become obligatory for any
purpose with respect to any Security until the certificate of authentication on such Security shall
have been signed by or on behalf of the Trustee.



     Section 13.02 Execution of Notations of Guarantee. To evidence [its] [their] Guarantee to the
Holders specified in Section 13.01, the Guarantor[s] hereby agree[s] to execute the notation of the
Guarantee in substantially the form set forth in Section 2.03 to be endorsed on each Security
authenticated and delivered by the Trustee. The Guarantor[s] hereby agree[s] that [its] [their]
Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any
failure to endorse on any Security a notation of such Guarantee. Each such notation of Guarantee
shall be signed on behalf of the Guarantor[s] by any proper officer of the Guarantor[s] prior to
the authentication of the Security on which it is endorsed, and the delivery of such Security by
the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due
delivery of the Guarantee on behalf of the Guarantor[s]. Such signatures upon the notation of the
Guarantee may be manual or facsimile signatures of any present, past or future proper officer of
the Guarantor[s] and may be imprinted or otherwise reproduced below the notation of the Guarantee,
and in case any such proper officer of the Guarantor[s] who shall have signed the notation of the
Guarantee shall cease to be such officer before the Security on which such notation is endorsed
shall have been authenticated and delivered by the Trustee or disposed of by the Company, such
Security nevertheless may be authenticated and delivered or disposed of as though the person who
signed the notation of the Guarantee had not ceased to be such officer of the Guarantor[s].



55









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
                    .



	 	 	 	 	 
	 	DISCOVERY COMMUNICATIONS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DISCOVERY COMMUNICATIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[DISCOVERY COMMUNICATIONS HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 
	 	[     
               
               
                                ], Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



56









 






	 	 	 	 	 



EXHIBIT A





     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



DISCOVERY COMMUNICATIONS, LLC




[ ]% Note Due [ ]




	 	 	 
	No. [     ]

	 	CUSIP No.: [     ]
	 

	 	$[     ]






     DISCOVERY COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”, which term
includes any successor corporation), for value received promises to pay to CEDE & CO. or registered
assigns, the principal sum of                      (the “Principal”) on                     .



     Interest Payment Dates:                      and                      (each, an “Interest Payment Date”),
commencing on                     .



     Interest Record Dates:                      and                      (each, an “Interest Record Date”).



     Reference is made to the further provisions of this Security contained herein, which will for
all purposes have the same effect as if set forth at this place.



1









 





     IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officer under its seal.



	 	 	 	 	 
	 	DISCOVERY COMMUNICATIONS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 





	 	 	 	 	 



NOTATION OF GUARANTEE





     Discovery Communications, Inc., a Delaware corporation [and Discovery Communications Holding,
LLC, a Delaware limited liability company] ([collectively,] the “Guarantor[s]”, which term includes
any successor[s] thereto under the Indenture (the “Indenture”) referred to in the Security on which
this notation is endorsed) [has] [have] [, jointly
and severally,] unconditionally guaranteed, pursuant to the terms of the
Guarantee contained in Article 13 of the Indenture, the due and punctual payment of the principal
of and any premium and interest on this Security, when and as the same shall become due and payable
in accordance with the terms of this Security and the Indenture.



     The obligations of the Guarantor[s] to the Holders of the Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture,
and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee.



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



	 	 	 	 	 
	 	DISCOVERY COMMUNICATIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[DISCOVERY COMMUNICATIONS HOLDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	] 



3









 






	 	 	 	 	 


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




Dated: [     ]




	 	 	 	 	 
	 	 
                    
                  , Trustee

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 



4









 








(REVERSE OF SECURITY)




DISCOVERY COMMUNICATIONS, LLC




[ ]% Note Due [ ]





     1. Interest.



          DISCOVERY COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”), promises
to pay interest on the principal amount of this Security at the rate per annum shown above. Cash
interest on the Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from                     . The Company will pay interest semi-annually in
arrears on each Interest Payment Date, commencing                     . Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




          The Company shall pay interest on overdue principal from time to time on demand at the rate
borne by the Securities and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.




     2. Method of Payment.



          The Company shall pay interest on the Securities (except defaulted interest) to the persons
who are the registered Holders at the close of business on the Interest Record Date immediately
preceding the Interest Payment Date notwithstanding any transfer or exchange of such Security
subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must
surrender Securities to the Trustee to collect principal payments. The Company shall pay Principal
and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts (“U.S. Legal Tender”). However, the payments of interest, and any
portion of the Principal (other than interest payable at maturity or on any redemption or repayment
date or the final payment of Principal) shall be made by the Paying Agent, upon receipt from the
Company of immediately available funds by                      [a./p.m.], New York City time (or such other
time as may be agreed to between the Company and the Paying Agent or the Company), directly to a
Holder (by Federal funds wire transfer or otherwise) if the Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that such payment will be
so made and designating the bank account to which such payments shall be so made and in the case of
payments of Principal surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the Securities
surrendered.




     3. Paying Agent.



          Initially,                      (the “Trustee”) will act as Paying Agent. The Company may change any
Paying Agent without notice to the Holders.




     4. Indenture.



          The Company issued the Securities under an Indenture, dated as of                     ,                      (the
“Indenture”), among the Company, the Guarantor[s] and the Trustee. Capitalized terms herein


5









 







 are used as defined in the Indenture unless otherwise defined herein. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on
the date of the Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and
holders of Securities are referred to the Indenture and the TIA for a statement of them. To the
extent the terms of the Indenture and this Security are inconsistent, the terms of the Indenture
shall govern.




     5. Guarantee.



          The payment by the Company of the principal of, and premium and interest on, the Securities is
irrevocably and unconditionally guaranteed on a senior basis by the Guarantor[s].




     6. Denominations; Transfer; Exchange.



          The Securities are in registered form, without coupons, in denominations of $1,000 and
multiples of $1,000. A Holder shall register the transfer of or exchange Securities in accordance
with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Company need not issue,
authenticate, register the transfer of or exchange any Securities or portions thereof for a period
of fifteen (15) days before such series is selected for redemption, nor need the Company register
the transfer or exchange of any security selected for redemption in whole or in part.




     7. Persons Deemed Owners.



          The registered Holder of a Security shall be treated as the owner of it for all purposes.




     8. Unclaimed Funds.



          If funds for the payment of principal or interest remain unclaimed for two years, the Trustee
and the Paying Agent will repay the funds to the Company or the Guarantor[s] at its written
request. After that, all liability of the Trustee and such Paying Agent with respect to such funds
shall cease.




     9. Legal Defeasance and Covenant Defeasance.



          The Company may be discharged from its obligations under the Securities and under the
Indenture with respect to the Securities except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the Securities and in the
Indenture with respect to the Securities, in each case upon satisfaction of certain conditions
specified in the Indenture.




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     10. Amendment; Supplement; Waiver.



          Subject to certain exceptions, the Securities and the provisions of the Indenture relating to
the Securities may be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities of all series then outstanding affected by
such amendment or supplement (voting as one class), and any existing Default or Event of Default or
compliance with certain provisions may be waived with the consent of the Holders of a majority in
aggregate principal amount of all the Securities of such series, each series voting as a separate
class, (or of all the Securities, as the case may be, voting as a single class) then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated Securities, or
make any other change that does not adversely affect the rights of any Holder of a Security.




     11. Defaults and Remedies.



          If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Company or the Guarantor[s]) occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of Securities of this series then outstanding (voting as a separate
class) may declare all of the Securities to be due and payable immediately in the manner and with
the effect provided in the Indenture. If a bankruptcy Event of Default with respect to the Company
or the Guarantor[s] occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all series of Securities then outstanding (treated as one class) may
declare all of the Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture. Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate principal amount of the
Securities then outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of certain continuing Defaults or Events of
Default if it determines that withholding notice is in their interest.




     12. Trustee Dealings with Company.



          The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with the Company as if it were not the Trustee.




     13. No Recourse Against Others.



          No stockholder, director, officer, employee, member or incorporator, as such, of the Company,
of the Guarantor[s] or any successor Person thereof shall have any liability for any obligation
under the Securities or the Indenture or for any claim based on, in respect of or by reason of,
such obligations or their creation. Each Holder of a Security by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for the issuance
of the Securities.




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     14. Authentication.



          This Security shall not be valid until the Trustee manually signs the certificate of
authentication on this Security.




     15. Abbreviations and Defined Terms.



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




     16. CUSIP Numbers.



          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other identification numbers
printed hereon.




     17. Governing Law.



          The laws of the State of New York shall govern the Indenture and this Security thereof.




          [To be modified as appropriate for issuances of securities by Discovery Communications, LLC
which will be guaranteed by Discovery Communications, Inc. and may be
guaranteed by Discovery Communications Holding, LLC]




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ASSIGNMENT FORM




     I or we assign and transfer this Security to



      



(Print or type name, address and zip code of assignee or transferee)




 




(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint




	 	 	 	 	 
	 	 	

___________________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute
another to act for him.
	 	 






	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:
	 	 
	 

	 	 	 	 	 	(Signed exactly as name appears on the other side of
this Security)







			
	Signature

Guarantee:	 	
____________________________________

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






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