Exhibit
4.15


 


UNITED RENTALS (NORTH AMERICA), INC.


 


as the Company


 


and


 


UNITED RENTALS, INC.


 


and


 


THE SUBSIDIARIES NAMED HEREIN


 


as Guarantors


 


to


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 


	
   

  	
   

  	
   

  
	
  Form of Senior Subordinated Indenture

  
	
   

  
	
  Dated as of
  [                              ],
  20[      ]

  
	
   

  	
   

  	
   

  



 


$[                              ]


 


[        ]%
Senior Subordinated Notes due
[                              ]


 

















 


CROSS REFERENCE TABLE(1)


 


	
  Trust
  Indenture Act

  Selection

  	
   

  	
  Indenture

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(2)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(3)

  	
   

  	
  N.A.

  	
  (2)

  
	
  310(a)(4)

  	
   

  	
  N.A.

  	
   

  
	
  310(a)(5)

  	
   

  	
  N.A.

  	
   

  
	
  310(b)

  	
   

  	
  6.08; 6.10

  	
   

  
	
  310(c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  6.13

  	
   

  
	
  311(b)

  	
   

  	
  6.13

  	
   

  
	
  311(c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  	
   

  
	
  312(b)

  	
   

  	
  7.02

  	
   

  
	
  312(c)

  	
   

  	
  7.02

  	
   

  
	
  313(a)

  	
   

  	
  7.03

  	
   

  
	
  313(b)

  	
   

  	
  7.03

  	
   

  
	
  313(c)

  	
   

  	
  1.07; 7.03

  	
   

  
	
  313(d)

  	
   

  	
  7.03

  	
   

  
	
  314(a)

  	
   

  	
  7.04

  	
   

  
	
  314(a)(4)

  	
   

  	
  1.03; 10.05

  	
   

  
	
  314(b)

  	
   

  	
  N.A.

  	
   

  
	
  314(c)(1)

  	
   

  	
  1.03

  	
   

  
	
  314(c)(2)

  	
   

  	
  1.03

  	
   

  
	
  314(c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  314(d)

  	
   

  	
  N.A.

  	
   

  
	
  314(e)

  	
   

  	
  1.03

  	
   

  
	
  314(f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  6.01

  	
   

  
	
  315(b)

  	
   

  	
  6.02

  	
   

  
	
  315(c)

  	
   

  	
  6.01

  	
   

  
	
  315(d)

  	
   

  	
  6.01

  	
   

  
	
  315(e)

  	
   

  	
  5.14

  	
   

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  	
   

  
	
  316(a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  316(a)(2)

  	
   

  	
  N.A.

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
  1.01

  	
  (3)

  
	
  316(b)

  	
   

  	
  5.07; 5.08

  	
   

  
	
  316(c)

  	
   

  	
  1.05

  	
   

  



 






(1)                                  Note:
This Cross Reference Table shall not, for any purpose, be deemed part of this
Indenture. 


 


(2)                                  Not
Applicable.


 


(3)                                  Definition
of “Outstanding.”


 


i

















 


	
  Trust
  Indenture Act

  Selection

  	
   

  	
  Indenture

  Section

  	
   

  
	
  317(a)(1)

  	
   

  	
  5.03

  	
   

  
	
  317(a)(2)

  	
   

  	
  5.03; 5.04

  	
   

  
	
  317(b)

  	
   

  	
  10.03

  	
   

  
	
  318(a)

  	
   

  	
  1.08

  	
   

  



 


ii

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  
	
   

  
	
  Definitions and Other Provisions of General Application

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions

  	
  8

  
	
  Section 1.03.

  	
  Compliance Certificates
  and Opinions

  	
  8

  
	
  Section 1.04.

  	
  Form of Documents
  Delivered to Trustee

  	
  9

  
	
  Section 1.05.

  	
  Acts of Holders; Record
  Dates

  	
  9

  
	
  Section 1.06.

  	
  Notices to Trustee, the
  Company or a Guarantor

  	
  11

  
	
  Section 1.07.

  	
  Notice to Holders;
  Waiver

  	
  11

  
	
  Section 1.08.

  	
  Conflict with Trust
  Indenture Act

  	
  12

  
	
  Section 1.09.

  	
  Effect of Headings and
  Table of Contents

  	
  12

  
	
  Section 1.10.

  	
  Successors and Assigns

  	
  12

  
	
  Section 1.11.

  	
  Separability Clause

  	
  12

  
	
  Section 1.12.

  	
  Benefits of Indenture

  	
  12

  
	
  Section 1.13.

  	
  Governing Law

  	
  12

  
	
  Section 1.14.

  	
  Legal Holidays

  	
  12

  
	
  Section 1.15.

  	
  Waiver of Jury Trial

  	
  12

  
	
  Section 1.16.

  	
  Force Majeure

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  The Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Title and Terms

  	
  13

  
	
  Section 3.02.

  	
  Denominations

  	
  14

  
	
  Section 3.03.

  	
  Execution and
  Authentication

  	
  14

  
	
  Section 3.04.

  	
  Temporary Securities

  	
  15

  
	
  Section 3.05.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  15

  
	
  Section 3.06.

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities

  	
  16

  
	
  Section 3.07.

  	
  Payment of Interest;
  Rights Preserved

  	
  17

  
	
  Section 3.08.

  	
  Persons Deemed Owners

  	
  18

  
	
  Section 3.09.

  	
  Cancellation

  	
  18

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


iii

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.10.

  	
  Computation of Interest

  	
  18

  
	
  Section 3.11.

  	
  CUSIP and CINS Numbers

  	
  18

  
	
  Section 3.12.

  	
  Deposits of Monies

  	
  19

  
	
  Section 3.13.

  	
  Issuance of Additional
  Securities

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Satisfaction and
  Discharge of Indenture

  	
  19

  
	
  Section 4.02.

  	
  Application of Trust
  Money

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Events of Default

  	
  21

  
	
  Section 5.02.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  22

  
	
  Section 5.03.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  23

  
	
  Section 5.04.

  	
  Trustee May File
  Proofs of Claim

  	
  23

  
	
  Section 5.05.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  24

  
	
  Section 5.06.

  	
  Application of Money
  Collected

  	
  24

  
	
  Section 5.07.

  	
  Limitation on Suits

  	
  25

  
	
  Section 5.08.

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
  25

  
	
  Section 5.09.

  	
  Restoration of Rights
  and Remedies

  	
  25

  
	
  Section 5.10.

  	
  Rights and Remedies
  Cumulative

  	
  26

  
	
  Section 5.11.

  	
  Delay or Omission Not
  Waiver

  	
  26

  
	
  Section 5.12.

  	
  Control by Holders

  	
  26

  
	
  Section 5.13.

  	
  Waiver of Past Defaults

  	
  26

  
	
  Section 5.14.

  	
  Undertaking for Costs

  	
  26

  
	
  Section 5.15.

  	
  Waiver of Stay or
  Extension Laws

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Certain Duties and
  Responsibilities

  	
  27

  
	
  Section 6.02.

  	
  Notice of Defaults

  	
  28

  
	
  Section 6.03.

  	
  Certain Rights of
  Trustee

  	
  28

  
	
  Section 6.04.

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
  30

  
	
  Section 6.05.

  	
  May Hold
  Securities

  	
  30

  
	
  Section 6.06.

  	
  Money Held in Trust

  	
  30

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


iv

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Compensation and
  Reimbursement

  	
  30

  
	
  Section 6.08.

  	
  Conflicting Interests

  	
  31

  
	
  Section 6.09.

  	
  Corporate Trustee
  Required; Eligibility

  	
  31

  
	
  Section 6.10.

  	
  Resignation and
  Removal; Appointment of Successor

  	
  31

  
	
  Section 6.11.

  	
  Acceptance of
  Appointment by Successor

  	
  33

  
	
  Section 6.12.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  33

  
	
  Section 6.13.

  	
  Preferential Collection
  of Claims Against the Company or a Guarantor

  	
  33

  
	
  Section 6.14.

  	
  Appointment of
  Authenticating Agent

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Company to Furnish
  Trustee Names and Addresses of Holders

  	
  35

  
	
  Section 7.02.

  	
  Preservation of
  Information; Communications to Holders

  	
  35

  
	
  Section 7.03.

  	
  Reports by Trustee

  	
  35

  
	
  Section 7.04.

  	
  Reports by Company

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  [Consolidation, Merger, Conveyance, Transfer or Lease

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Company May Consolidate,
  Etc. Only on Certain Terms

  	
  36

  
	
  Section 8.02.

  	
  Successor Substituted

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  Amendments; Waivers; Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Amendments, Waivers and
  Supplemental Indentures Without Consent of Holders

  	
  37

  
	
  Section 9.02.

  	
  Modifications,
  Amendments and Supplemental Indentures with Consent of Holders

  	
  37

  
	
  Section 9.03.

  	
  Execution of
  Supplemental Indentures

  	
  38

  
	
  Section 9.04.

  	
  Effect of Supplemental
  Indentures

  	
  38

  
	
  Section 9.05.

  	
  Conformity with Trust
  Indenture Act

  	
  39

  
	
  Section 9.06.

  	
  Reference in Securities
  to Supplemental Indentures

  	
  39

  
	
  Section 9.07.

  	
  Waiver of Certain
  Covenants

  	
  39

  
	
  Section 9.08.

  	
  No Liability for
  Certain Persons

  	
  39

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


v

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Payment of Principal,
  Premium and Interest

  	
  39

  
	
  Section 10.02.

  	
  Maintenance of Office
  or Agency

  	
  39

  
	
  Section 10.03.

  	
  Money for Security
  Payments to be Held in Trust

  	
  40

  
	
  Section 10.04.

  	
  Existence; Activities

  	
  41

  
	
  Section 10.05.

  	
  Statement by Officers
  as to Default; Compliance Certificates

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  
	
  [Redemption of Securities

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Right of Redemption

  	
  42

  
	
  Section 11.02.

  	
  Applicability of
  Article

  	
  42

  
	
  Section 11.03.

  	
  Election to Redeem;
  Notice to Trustee

  	
  42

  
	
  Section 11.04.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  42

  
	
  Section 11.05.

  	
  Notice of Redemption

  	
  42

  
	
  Section 11.06.

  	
  Deposit of Redemption
  Price

  	
  43

  
	
  Section 11.07.

  	
  Securities Payable on
  Redemption Date

  	
  43

  
	
  Section 11.08.

  	
  Securities Redeemed in
  Part

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  [Defeasance and Covenant Defeasance

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Company’s Option to
  Effect Defeasance or Covenant Defeasance

  	
  44

  
	
  Section 12.02.

  	
  Defeasance and
  Discharge

  	
  44

  
	
  Section 12.03.

  	
  Covenant Defeasance

  	
  44

  
	
  Section 12.04.

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
  45

  
	
  Section 12.05.

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

  	
  47

  
	
  Section 12.06.

  	
  Reinstatement

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  
	
  [Guarantee

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Guarantee

  	
  48

  
	
  Section 13.02.

  	
  Limitation on Liability

  	
  50

  
	
  Section 13.03.

  	
  Execution and Delivery
  of Guarantees

  	
  50

  
	
  Section 13.04.

  	
  [Guarantors
  May Consolidate, Etc., on Certain Terms

  	
  50

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


vi

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 13.05.

  	
  [Release of Guarantors

  	
  50

  
	
  Section 13.06.

  	
  Successors and Assigns

  	
  51

  
	
  Section 13.07.

  	
  No Waiver, etc.

  	
  51

  
	
  Section 13.08.

  	
  Modification, etc.

  	
  51

  
	
  Section 13.09.

  	
  Subordination of
  Guarantee

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
   

  
	
  Subordination

  
	
   

  	
   

  	
   

  
	
  Section 14.01.

  	
  Securities Subordinate
  to Senior Indebtedness and Senior to Subordinated Indebtedness

  	
  52

  
	
  Section 14.02.

  	
  Payment Over of
  Proceeds Upon Dissolution, etc.

  	
  52

  
	
  Section 14.03.

  	
  No Payment When
  Designated Senior Indebtedness is in Default

  	
  52

  
	
  Section 14.04.

  	
  Subrogation to Rights
  of Holders of Senior Indebtedness

  	
  52

  
	
  Section 14.05.

  	
  Provisions Solely to
  Define Relative Rights

  	
  53

  
	
  Section 14.06.

  	
  Trustee to Effectuate
  Subordination

  	
  53

  
	
  Section 14.07.

  	
  No Waiver of
  Subordination Provisions

  	
  53

  
	
  Section 14.08.

  	
  Notice to Trustee

  	
  53

  
	
  Section 14.09.

  	
  Reliance on Judicial
  Order or Certificate of Liquidating Agent

  	
  54

  
	
  Section 14.10.

  	
  Trustee Not Fiduciary
  for Holders of Senior Indebtedness

  	
  54

  
	
  Section 14.11.

  	
  Rights of Trustee as
  Holder of Senior Indebtedness; Preservation of Trustee’s Rights

  	
  54

  
	
  Section 14.12.

  	
  Article Applicable
  to Paying Agents

  	
  54

  
	
  Section 14.13.

  	
  Trustee’s Notice
  regarding Senior Indebtedness

  	
  55

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  The Guarantors

  	
   

  
	
  Appendix

  	
  Provisions Relating to
  Securities

  	
   

  
	
  Exhibit A

  	
  Form of Security

  	
   

  
	
  Exhibit B

  	
  Form of Notation
  on Security Relating to Guarantee

  	
   

  
				



 


Note:  This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture.


 


vii














 


SENIOR
SUBORDINATED INDENTURE, dated as of
[                              ],
20[      ], among UNITED RENTALS (NORTH AMERICA),
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at
Five Greenwich Office Park, Greenwich, Connecticut 06830, UNITED RENTALS, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called “Holdings”), the Subsidiaries of the Company named in Schedule A
(herein called the “Subsidiary Guarantors”  and,
together with Holdings, the “Guarantors”) and THE BANK OF NEW YORK MELLON, a
New York banking corporation, having its principal corporate trust office at
101 Barclay Street, New York, New York 10286, as trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The
Company has duly authorized the creation of an issue of
[      ]% Senior Subordinated Notes due
[          ] of substantially
the tenor and amount hereinafter set forth, and to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.


 


Each
Guarantor desires to make the Guarantee provided herein and has duly authorized
the execution and delivery of this Indenture.


 


All
things necessary to make the Securities, when executed by the Company,
authenticated and delivered hereunder and duly issued by the Company, and each
Guarantee, when executed and delivered hereunder by each Guarantor, the valid
and legally binding obligations of the Company and each Guarantor, and to make
this Indenture a valid and legally binding agreement of the Company and each
Guarantor, in accordance with their and its terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


 


Definitions
and Other Provisions of General Application


 


SECTION 1.01.                                         Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 

















 


(3)                                  all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP
(whether or not such is indicated herein);


 


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


 


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


 


(6)                                  each reference herein to a rule or
form of the Commission shall mean such rule or form and any rule or
form successor thereto, in each case as amended from time to time;


 


(7)                                  “or” is not exclusive;


 


(8)                                  “including” means including without
limitation;


 


(9)                                  unsecured Indebtedness shall not be
deemed to be subordinate or junior to secured Indebtedness merely by virtue of
its nature as unsecured Indebtedness;


 


(10)                            the principal amount of any non-interest
bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the issuer dated such date
prepared in accordance with GAAP; and


 


(11)                            all references to the date the Securities
were originally issued shall refer to the Issue Date, except as otherwise
specified.


 


Whenever
this Indenture requires that a particular ratio or amount be calculated with
respect to a specified period after giving effect to certain transactions or
events on a pro forma basis, such calculation shall be made as if the
transactions or events occurred on the first day of such period, unless otherwise
specified.


 


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


 


“Additional Securities”  means,
[        ]% Senior Subordinated Notes
due [        ] issued from time to time
after the Issue Date under the terms of this Indenture (other than pursuant to Section 3.04,
3.05 or 3.06 [or 11.08] of this Indenture).


 


“Affiliate”  means, with
respect to any specified Person, (i) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, (ii) any other Person that owns,
directly or indirectly, 10% or more of such specified Person’s Capital Stock or
(iii) any officer or  director of (A) any such specified Person, (B) any
Subsidiary of such specified Person or (C) any Person described in clauses
(i) or (ii) above.


 


“Authenticating Agent”  means
any Person authorized by the Trustee pursuant to Section 6.14 hereof to
act on behalf of the Trustee to authenticate Securities.


 


2

















 


“Board of Directors”  means the board
of directors of a company or its equivalent, including managers of a limited
liability company, general partners of a partnership or trustees of a business
trust, or any duly authorized committee thereof.


 


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


 


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


 


“Capital Stock”  means, with
respect to any Person, any and all shares, interests, participations, rights in
or other equivalents (however designated) of such Person’s capital stock or
equity participations, and any rights (other than debt securities convertible
into capital stock), warrants or options exchangeable for or convertible into
such capital stock and, including, without limitation, with respect to
partnerships, limited liability companies or business trusts, ownership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnerships, limited liability
companies or business trusts.


 


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


 


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


 


“Company Order”  or “Company Request”  means a written
order or request signed in the name of the Company by its Chairman of the Board
of Directors, its Chief Executive Officer, its Chief Financial Officer, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee or Paying
Agent, as applicable.


 


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


 


“Corporate Trust Office”  means
the office of the Trustee at which at any particular time its principal
corporate trust business shall be administered, which address as of the date of
this Indenture is located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention:  Corporate Trust
Administration or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any 


 


3

















 


successor Trustee (or such other address as a
successor Trustee may designate from time to time by notice to the Holders and
the Company).


 


“corporation”  means (except in
the definition of “Subsidiary”) a corporation, association, company, joint
stock company or business trust.


 


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


 


“Depositary” means The Depository Trust
Company, a New York corporation, or its successor.


 


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


 


“Federal Bankruptcy Code”  means
Title 11, U.S. Code.


 


“GAAP”  means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, as in
effect on the date of any calculation or determination required hereunder; provided that the Company, on any date, may elect to
establish that GAAP shall mean GAAP as in effect on such date; provided  further that
any such election, once made, shall be irrevocable.  The Company shall give notice of any such
election to the Trustee and the Holders of Securities.


 


“Global Security” has the meaning specified in the Appendix.


 


“guarantee”  means, as applied
to any obligation, (i) a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner, of any part or all of such obligation and (ii) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of nonperformance) of all or any part of such obligation,
including, without limiting the foregoing, the payment of amounts available to
be drawn down under letters of credit of another Person.  The term “guarantee” used as a verb has a
corresponding meaning.  The term “guarantor”
shall mean any Person providing a guarantee of any obligation.


 


“Guarantee”  means each
guarantee of the Securities contained in Article XIII given by each
Guarantor.


 


“Guarantors” means the Persons named as “Guarantors” in the
first paragraph of this instrument.


 


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


 


“Holdings”  means the Person
named as “Holdings” in the first paragraph of this instrument.


 


4

















 


“Indebtedness”  means
[          ].


 


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


 


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


 


“Issue Date”  means
[                          ],
20[      ].


 


“Notice of Default”  means a written
notice of the kind specified in Section 5.02.


 


“Officer’s Certificate”  means
a certificate signed by the Chairman of the Board of Directors, the Chief
Executive Officer, the President or a Vice President, the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.  One of the officers signing an Officer’s
Certificate given pursuant to Section 10.05 shall be the principal
executive, financial or accounting officer of the Company.


 


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


 


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


 


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


 


(ii)                                  Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, however,  that, if such securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; provided further that the Paying Agent is
not prohibited from paying such money to the Holders on that date pursuant to Article XIV;
and


 


(iii)                               Securities which have been paid pursuant to Section 3.06
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;
[and]


 


5

















 


(iv)                              [Securities as to which Defeasance has
been effected pursuant to Section 12.02];


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding (it being
understood that Securities to be acquired by the Company pursuant to an offer
to purchase shall not be deemed to be owned by the Company until legal title to
such Securities passes to the Company), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. 
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


“Paying Agent”  means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities on behalf of the Company.  The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.02 hereof.


 


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


 


“principal” of a Security means the
principal of the Security plus the premium, if any, payable on that Security
which is due or overdue or is to become due at the relevant time.


 


“Record Expiration Date”  has
the meaning specified in Section 1.05.


 


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


 


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


 


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


 


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


 


6

















 


“Securities” means the securities issued on the Issue Date
and any Additional Securities.


 


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


 


“Senior Indebtedness”  means with
respect to any Person
[                ]


 


“Special Record Date”  for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 


“Subordinated Indebtedness”  means,
with respect to a Person, Indebtedness of such Person (whether outstanding on
the Issue Date or thereafter incurred) which is subordinate or junior in right
of payment to the Securities or a Guarantee of the Securities by such Person,
as the case may be, pursuant to a written agreement to that effect.


 


“Subsidiary”  means, with
respect to any Person, (i) a corporation a majority of whose Voting Stock
is at the time, directly or indirectly, owned by such Person, by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof and (ii) any other Person (other than a corporation), including,
without limitation, a partnership, limited liability company, business trust or
joint venture, in which such Person, one or more Subsidiaries thereof or such
Person and one or more Subsidiaries thereof, directly or indirectly, at the
date of determination thereof, has at least majority ownership interest
entitled to vote in the election of directors, managers or trustees thereof (or
other Person performing similar functions). 
For purposes of this definition, any directors’ qualifying shares or
investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.


 


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


 


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


 


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


 


“Voting Stock”  means any class
or classes of Capital Stock pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of any Person (irrespective of
whether or not, at the 


 


7

















 


time, stock of any other class or classes shall have,
or might have, voting power by reason of the happening of any contingency).


 


SECTION 1.02.                                         Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in 

  Section

  
	
  [“Covenant
  Defeasance”

  	
   

  	
  Section 12.03]

  
	
  “Defaulted
  Interest”

  	
   

  	
  Section 3.07

  
	
  [“Defeasance”

  	
   

  	
  Section 12.02]

  
	
  “Definitive
  Security”

  	
   

  	
  Appendix

  
	
  “Depositary”

  	
   

  	
  Appendix

  
	
  “Event
  of Default”

  	
   

  	
  Section 5.01

  
	
  “Global
  Security”

  	
   

  	
  Appendix

  
	
  “Guarantee
  Obligations”

  	
   

  	
  Section 13.01

  
	
  “Securities
  Custodian”

  	
   

  	
  Appendix

  
	
  “Security
  Register” or “Security Registrar”

  	
   

  	
  Section 3.05

  
	
  [U.S.
  Government Obligation

  	
   

  	
  Section 12.03]

  



 


SECTION 1.03.                                         Compliance
Certificates and Opinions.  Upon any
application or request by the Company or a Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company or the Guarantor
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act.  Each such
certificate or opinion shall be given in the form of an Officer’s Certificate,
if to be given by an officer of the Company or a Guarantor, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.


 


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


 


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


 


(ii)                                  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;


 


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


 


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


 


8

















 


SECTION 1.04.                                         Form of
Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


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


 


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


 


SECTION 1.05.                                         Acts
of Holders; Record Dates.  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company or a
Guarantor, as applicable.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


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


 


The
ownership of Securities shall be proved exclusively by the Security Register
for all purposes.


 


9

















 


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


 


The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities, provided, however,  that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided, however,  that no such action shall be
effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing
in this paragraph shall prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), nor shall anything
in this paragraph be construed to render ineffective any action taken pursuant
to or in accordance with any other provision of this Indenture by Holders of
the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Record Expiration Date to be given to the Trustee in writing and to
each Holder of Securities in the manner set forth in Section 1.07.


 


The
Trustee may but need not set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.02, (iii) any request to
institute proceedings referred to in Section 5.07(ii) or (iv) any
direction referred to in Section 5.12. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however,  that no such action shall be
effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action (whereupon the record date previously set shall
automatically and without any action by any Person be cancelled and of no
effect), nor shall anything in this paragraph be construed to render
ineffective any action taken pursuant to or in accordance with any other
provision of this Indenture by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
matter(s) to be submitted for potential action by 


 


10

















 


Holders and the applicable Record Expiration Date to
be given to the Company in writing and to each Holder of Securities in the
manner set forth in Section 1.07.


 


With
respect to any record date set pursuant to this Section, the party hereto that
sets such record date may designate any day as the “Record Expiration Date” and from time to time may change the
Record Expiration Date to any earlier or later day, provided, however,
that no such change shall be effective unless notice of the
proposed new Record Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section 1.07,
on or before the existing Record Expiration Date.  If a Record Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto
that set such record date shall be deemed to have initially designated the
180th day after such record date as the Record Expiration Date with respect
thereto, subject to its right to change the Record Expiration Date as provided
in this paragraph.  Notwithstanding the
foregoing, no Record Expiration Date shall be later than the 180th day after
the applicable record date.


 


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


 


SECTION 1.06.                                         Notices
to Trustee, the Company or a Guarantor.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


 


(i)                                     the Trustee by any
Holder or by the Company or a Guarantor shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing and mailed, first-class
postage prepaid, to or with the Trustee at its Corporate Trust Office,
Attention:  Corporate Trust
Administration,


 


(ii)                                  the Company or a
Guarantor by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company or such Guarantor addressed
to it at the address of the Company’s principal office specified in the first
paragraph of this instrument, or at any other address previously furnished in
writing to the Trustee by the Company.


 


SECTION 1.07.                                         Notice
to Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice.  In any
case where notice to Holders is given by mail, neither the failure to mail or
receive such notice, nor any defect in any such notice, to any particular
Holder shall affect the sufficiency or validity of such notice.  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


 


11














 


be
filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.


 


In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


SECTION 1.08.                                         Conflict
with Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture Act to be part of and
govern this Indenture, such provision of the Trust Indenture Act shall
control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, such provision shall be deemed to be so
modified or excluded, as the case may be.


 


SECTION 1.09.                                         Effect
of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 1.10.                                         Successors
and Assigns.  Without
limiting Articles VIII and XIII hereof, all covenants and agreements in this
Indenture by each of the Company or the Guarantors shall bind their respective
successors and assigns, whether so expressed or not.


 


SECTION 1.11.                                         Separability
Clause.  In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


SECTION 1.12.                                         Benefits
of Indenture.  Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


SECTION 1.13.                                         Governing
Law.  This Indenture, the Securities
and the Guarantees shall be governed by and construed in accordance with the
laws of the State of New York.


 


SECTION 1.14.                                         Legal
Holidays.  In any case
where any Interest Payment Date[, Redemption Date] or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect (including with respect
to the accrual of interest) as if made on the Interest Payment Date[,
Redemption Date] or at the Stated Maturity.


 


SECTION 1.15.                                         Waiver of Jury Trial. 
EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SECURITIES.


 


12

















 


SECTION 1.16.                                         Force Majeure. 
In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


 


ARTICLE II


 


Security
Forms


 


SECTION 2.01.                                         Form and
Dating.  Provisions relating to the
Securities are set forth in the Appendix, which is hereby incorporated in and
expressly made a part of this Indenture. 
The Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture.  The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company or any Guarantor is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Company).  Each Security shall be dated the date of its
authentication.


 


ARTICLE III


 


The
Securities


 


SECTION 3.01.                                         Title
and Terms.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture on the Issue Date is limited to
$[                                ]
principal amount.  Additional Securities
may be issued, authenticated and delivered pursuant to Section 3.13, and
Securities may be authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06 or 9.06 [or 11.08].


 


The
Securities shall be known and designated as the “[        ]%
Senior Subordinated Notes due
[        ]” of the Company.  Their Stated Maturity for payment of
principal shall be
[                            ].  Interest on the Securities shall accrue at
the rate of [        ]% per annum and
shall be payable semiannually in arrears on each
[                            ]
and [                            ],
commencing
[                            ]
to the Holders of record of Securities at the close of business on
[                            ]
and
[                            ],
respectively, immediately preceding such Interest Payment Date.  Subject to Section 3.13(3), 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
[                            ].  Interest on the Securities will be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


The
principal of (and premium, if any) and interest on the Securities shall be
payable at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or such other office maintained by the Trustee
for such purpose and at any other office or agency 


 


13

















 


maintained by the Company for such purpose; provided, however,
that, at the option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register, or wire transfer or other electronic means.


 


The
Securities shall be subordinated in right of payment to Senior Indebtedness as
provided in Article XIV.


 


[The
Securities shall be redeemable as provided in Article XI and the
Securities.]


 


[The
Securities shall be subject to Defeasance and/or Covenant Defeasance as provided
in Article XII.]


 


SECTION 3.02.                                         Denominations.  The Securities shall be issuable only in
registered form without coupons and only in denominations of $1,000 principal
amount and any integral multiple thereof.


 


SECTION 3.03.                                         Execution
and Authentication.  The terms and
provisions contained in the Securities annexed hereto as Exhibit A shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


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


 


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


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, which shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is
to be authenticated and, in the case of an issuance of Additional Securities
pursuant to Section 3.13 after the Issue Date, shall certify that such
issuance is in compliance with this Indenture; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise.


 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate 


 


14

















 


upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered
hereunder.


 


Authentication
by counterpart shall satisfy the requirements of this Section 3.03 and the
requirements of the Securities.


 


SECTION 3.04.                                         Temporary
Securities.  Pending the
preparation of Definitive Securities, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the Definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.


 


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


 


SECTION 3.05.                                         Registration,
Registration of Transfer and Exchange.  The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section 10.02
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as the
Company may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. 
The Trustee is hereby appointed (a) the initial “Security Registrar”  for the purpose
of registering Securities and transfers of Securities as herein provided and (b) the
Securities Custodian with respect to the Global Securities.


 


The
Securities shall be issued in registered form and shall be transferable only
upon the surrender of a Security for registration of transfer and in compliance
with the Appendix.  When a Security is
presented to the Security Registrar with a request to register a transfer, the
Security Registrar shall register the transfer as requested if its requirements
therefor are met.  When Securities are
presented to the Security Registrar with a request to exchange them for an
equal principal amount of Securities of other denominations, the Security
Registrar shall make the exchange as requested if the same requirements are
met.  To permit registration of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate Securities
at the Security Registrar’s request.


 


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


 


15

















 


No
service charge shall be made for any registration of transfer or exchange of
Securities except as provided in Section 3.06, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.12 or 9.06
[or 11.08], and in any such case not involving any transfer.


 


[Neither the Company nor the Security
Registrar shall be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.05 and ending at the close
of business on the day of such mailing, (ii) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part or (iii) to register the
transfer of any Securities other than Securities having a principal amount of
$1,000 or integral multiples thereof.]


 


Prior
to the due presentation for registration of transfer of any Security, the
Company, the Guarantors, the Trustee, the Paying Agent, and the Security
Registrar may deem and treat the Person in whose name a Security is registered
as the absolute owner of such Security for the purpose of receiving payment of
principal of and interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
any Subsidiary Guarantor, the Trustee, the Paying Agent, or the Security
Registrar shall be affected by notice to the contrary.


 


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


 


SECTION 3.06.                                         Mutilated,
Destroyed, Lost and Stolen Securities.  If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of like tenor and principal amount
and bearing a number not contemporaneously
outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of each of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute, and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


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


 


16

















 


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


 


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


 


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


 


SECTION 3.07.                                         Payment
of Interest; Rights Preserved.  Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more predecessor
securities) is registered at the close of business on the Regular Record Date
for such interest payment.


 


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


 


(1)                                  the Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities (or their respective predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner:  the Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 15 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder in the manner specified in Section 1.07,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective predecessor Securities) are 


 


17

















 


registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).


 


(2)                                  the Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause (2), such manner of payment shall be
deemed practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section and Section 3.05, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


SECTION 3.08.                                         Persons
Deemed Owners.  Prior to due
presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


SECTION 3.09.                                         Cancellation.  All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in its customary manner.


 


SECTION 3.10.                                         Computation
of Interest.  Interest on the
Securities shall be computed on the basis of a 360-day year comprised of twelve
30-day months.


 


SECTION 3.11.                                         CUSIP
and CINS Numbers.  The Company in
issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in
use), and, if so, the Trustee shall use the CUSIP or CINS numbers in notices of
redemption or repurchase as a convenience to Holders; provided, however,  that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption or
repurchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or repurchase shall
not be affected by any defect in or omission of such numbers.  The Company shall promptly notify the Trustee
of any change in the CUSIP or CINS numbers.


 


18

















 


SECTION 3.12.                                         Deposits
of Monies.  Except to the
extent payment of interest is made by the Company’s check pursuant to Section 3.01,
prior to 11:00 a.m., New York City time, on each Interest Payment Date, [Redemption Date and] Stated Maturity, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such Interest Payment Date, [Redemption
Date or] Stated Maturity in a timely manner which permits the Paying Agent to
remit payment to the Holders on such Interest Payment Date, [Redemption Date
or] Stated Maturity.


 


SECTION 3.13.                                         Issuance
of Additional Securities.  The Company
shall be entitled, subject to its compliance with this Indenture, to issue
Additional Securities under this Indenture which shall have identical terms as
the Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price provided, however,
that  no Additional
Securities shall be issued that are not fungible for U.S. Federal income tax
purposes, with any other securities issued under this Indenture.  The Securities issued on the Issue Date and
any Additional Securities shall be treated as a single class for all purposes
under this Indenture.


 


With
respect to any Additional Securities, the Company shall set forth in a
resolution of its Board of Directors and an Officer’s Certificate, a copy of
each which shall be delivered to the Trustee, the following information:


 


(1)                                  whether such
Additional Securities shall be issued as part of a new or existing series of
Securities and the title of such Additional Securities (which shall distinguish
the Additional Securities of the series from Securities of any other series);


 


(2)                                  the aggregate
principal amount of such Additional Securities which may be authenticated and
delivered under this Indenture, which may be in an unlimited aggregate
principal amount;


 


(3)                                  the issue price and
issuance date of such Additional Securities, including the date from which
interest on such Additional Securities shall accrue; and


 


(4)                                  if applicable, that such Additional
Securities shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the respective depositaries for such
Global Securities, the form of any legend or legends which shall be borne by
such Global Securities in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4
of the Appendix in which any such Global Security may be exchanged in whole or
in part for Additional Securities registered, or any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the depositary for such Global Security or a nominee thereof.


 


ARTICLE IV


 


Satisfaction
and Discharge


 


SECTION 4.01.                                         Satisfaction
and Discharge of Indenture.  This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on
demand of and at the expense of 


 


19

















 


the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(1)                                  either


 


(A)                              all Securities
theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or repaid as
provided in Section 3.06 and (ii) Securities for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.03) have been delivered to the Trustee for
cancellation; or


 


(B)                                all Securities not
theretofore delivered to the Trustee for cancellation (other than Securities
which have been destroyed, lost or stolen and which have been replaced or
repaid as provided in Section 3.06),


 


(i)                                     have become due and payable, or


 


(ii)                                  will become due and payable at their
Stated Maturity within one year, or


 


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


 


and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount sufficient to pay and discharge the
entire Indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest on the
Securities to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity [or Redemption Date, as the
case may be,] together with irrevocable instructions from the Company directing
the Trustee to apply such funds to the payment thereof at maturity or redemption,
as the case may be;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article IV,
the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive such satisfaction and
discharge.


 


20

















 


SECTION 4.02.                                         Application
of Trust Money.  Subject to the
provisions of the last paragraph of Section 10.03, all money deposited
with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and
interest for whose payment such money has been deposited with the Trustee.  Money so held in trust is not subject to Article XIV.


 


ARTICLE V


 


Remedies


 


SECTION 5.01.                                         Events
of Default.  “Event of Default,”  wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(1)                                  default in the
payment of the principal of or premium, if any, when due and payable, on any of
the Securities (at Stated Maturity[, upon optional redemption] or otherwise),
whether or not prohibited by Article XIV; or


 


(2)                                  default in the
payment of an installment of interest on any of the Securities, when due and
payable, for 30 days, whether or not prohibited by Article XIV; or


 


(3)                                  the entry of a
decree or order by a court having jurisdiction in the premises (A) for
relief in respect of the Company in an involuntary case or proceeding under the
Federal Bankruptcy Code or any other federal, state or foreign bankruptcy,
insolvency, reorganization or similar law or (B) adjudging the Company
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the Federal Bankruptcy Code
or any other similar federal, state or foreign law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of any of its properties,
or ordering the winding up or liquidation of any of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or


 


(4)                                  the institution by
the Company of a voluntary case or proceeding under the Federal Bankruptcy Code
or any other similar federal, state or foreign law or any other case or
proceedings to be adjudicated a bankrupt or insolvent, or the consent by the
Company to the entry of a decree or order for relief in respect of the Company
in any involuntary case or proceeding under the Federal Bankruptcy Code or any
other similar federal, state or foreign law or to the institution of bankruptcy
or insolvency proceedings against the Company, or the filing by the Company of
a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other similar federal, state or foreign law, or
the consent by it to the filing of any such petition or to the


 


21














 


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


 


(5)                                  any of the Guarantees ceases to be in
full force and effect or any of the Guarantees is declared to be null and void
and unenforceable or any of the Guarantees is found to be invalid or any of the
Guarantors denies its liability under its Guarantee (other than by reason of
release of Guarantor in accordance with the terms of this Indenture).


 


[Insert additional
Events of Default as applicable]


 


SECTION 5.02.                                         Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default (other than those
covered by clause (3) or (4) of Section 5.01 with respect to the
Company) shall occur and be continuing, the Trustee, by notice to the Company,
or the Holders of at least 25% in aggregate principal amount of the Securities
then Outstanding, by notice to the Trustee and the Company, may declare the
principal of, premium, if any, and accrued and unpaid interest, if any, on all
of the Outstanding Securities due and payable immediately, upon which
declaration, all amounts payable in respect of the Securities shall be due and
payable as of the date which is five Business Days after the giving of such
notice.  If an Event of Default specified
in clause (3) or (4) of Section 5.01 with respect to the Company
occurs and is continuing, then the principal of, premium, if any, and accrued
and unpaid interest, if any, on all the Outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of Securities.


 


After
a declaration of acceleration under this Indenture, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities, by written notice to the Company and the Trustee, may rescind such
declaration if


 


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


 


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


 


(B)                                all overdue
interest on all Securities;


 


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


 


(D)                               to the extent that
payment of such interest is lawful, interest upon overdue interest and overdue
principal at the rate set forth in the Securities which has become due
otherwise than by such declaration of acceleration;


 


22

















 


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


 


(3)                                  all Events of
Default, other than the non-payment of principal of, premium, if any, and
interest on the Securities that have become due solely by such declaration of
acceleration, have been cured or waived.


 


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


 


SECTION 5.03.                                         Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company and each Guarantor covenants that
if:


 


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


 


(ii)                                  default is made in
the payment of the principal of (or premium, if any, on) any Security on the
due date for payment thereof,


 


the Company or such Guarantor will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate provided by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


In
addition to the rights and powers set forth in Section 317(a) of the
Trust Indenture Act, the Trustee shall be entitled to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of the Securities allowed in any judicial proceeding
relative to the Company, any Guarantor or any other obligor upon the
Securities, its creditors, or its property, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for
compensation and expenses, including counsel fees incurred by it up to the date
of such distribution.


 


If an
Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem necessary to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


 


SECTION 5.04.                                         Trustee May File Proofs of Claim.  In case
of any judicial proceeding relative to the Company, a Guarantor (or any other
obligor upon the Securities), any of their 


 


23

















 


property
or any of their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. 
In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


SECTION 5.05.                                         Trustee May Enforce Claims Without
Possession of Securities.  All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, distributions and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


SECTION 5.06.                                         Application of Money Collected.  Any
money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium, if any)
or interest, upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:


 


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


 


SECOND:  To holders of Senior
Indebtedness of the Company and, if such money or property has been collected
from the Guarantors, to holders of Senior Indebtedness of the Guarantors, in
each case to the extent required by Articles XIII and XIV;


 


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


 


24

















 


FOURTH:  To the payment of any
and all other amounts due under this Indenture, the Securities or the
Guarantees; and


 


FIFTH:  To the Company (or such
other Person as a court of competent jurisdiction may direct).


 


SECTION 5.07.                                         Limitation on Suits.  Subject
to Section 5.08, no Holder of any Security shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 


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


 


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


 


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


 


(iv)                              the Trustee for 45
days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and


 


(v)                                 no direction
inconsistent with such written request has been given to the Trustee during such
45-day period by the Holders of a majority in principal amount of the
Outstanding Securities; it being understood and intended that no one or more
Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all the Holders.


 


SECTION 5.08.                                         Unconditional Right of Holders to Receive
Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 3.07) interest on such Security on the respective
Stated Maturities expressed in such Security [(or, in the case of a redemption,
on the Redemption Date)] and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 


SECTION 5.09.                                         Restoration of Rights and Remedies.  If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, each Guarantor, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and
thereafter all 


 


25

















 


rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted, subject to the determination in such
proceeding.


 


SECTION 5.10.                                         Rights and Remedies Cumulative.  Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 5.11.                                         Delay or Omission Not Waiver.  No delay
or omission of the Trustee or of any Holder of any Security to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.


 


SECTION 5.12.                                         Control by Holders.  The
Holders of a majority in principal amount of the Outstanding Securities shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that:


 


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


 


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


 


SECTION 5.13.                                         Waiver of Past Defaults.  The
Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
default hereunder and its consequences, except a default


 


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


 


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


 


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


 


SECTION 5.14.                                         Undertaking for Costs.  In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking 


 


26

















 


to
pay the costs of such suit (including reasonable counsel fees and expenses),
and may assess costs against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided, that neither this Section nor
the Trust Indenture Act shall be deemed to authorize any court to require such
an undertaking or to make such an assessment in any suit instituted by the
Company or a Guarantor, in any suit instituted by the Trustee, in any suit
instituted by any Holder or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or in any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the Stated
Maturity expressed in such Security [(or, in the case of a redemption, on or
after the Redemption Date)].


 


SECTION 5.15.                                         Waiver of Stay or Extension Laws.  The
Company and each Guarantor covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been
enacted.


 


ARTICLE VI


 


The Trustee


 


SECTION 6.01.                                         Certain Duties and Responsibilities.  (a) 
Except during the continuance of an Event of Default,


 


(i)                                     the Trustee undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)                                  in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by the provisions 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
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


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


 


27

















 


(c)                                  No provision of
this Indenture shall be construed to relieve the Trustee from liability for its
own negligent misconduct, except that no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers under this Indenture, unless the
Trustee has received security and indemnity satisfactory to it against any
loss, liability or expense.  The Trustee
shall not be liable for any error of judgment unless it is proved that the
Trustee was negligent in the performance of its duties hereunder.


 


(d)                                 Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 6.01.


 


SECTION 6.02.                                         Notice of Defaults.  If a
Default or an Event of Default occurs and is known to the Trustee, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, notice of such Default or Event of Default hereunder
known to the Trustee within 90 days after obtaining such knowledge, unless such
Default shall have been cured or waived; provided,
however, that, except in the case
of a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.


 


SECTION 6.03.                                         Certain Rights of Trustee.  Subject
to the provisions of Section 6.01:


 


(a)                                  the Trustee may
conclusively rely as to the truth of the statements and correctness of the
opinions expressed therein and shall be fully protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


28

















 


(e)                                  the Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction;


 


(f)                                    the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled (subject to reasonable confidentiality
arrangements as may be proposed by the Company or any Guarantor) to make
reasonable examination (upon prior notice and during regular business hours) of
the books, records and premises of the Company or a Guarantor, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


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


 


(i)                                     in the event that
the Trustee is also acting as Authenticating Agent, Paying Agent, Security
Registrar or Securities Custodian hereunder, the rights and protections
afforded to the Trustee pursuant to this Article VI, including its right
to be indemnified, shall also be afforded to such Authenticating Agent, Paying
Agent, Security Registrar and Securities Custodian;


 


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


 


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


 


29

















 


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


 


SECTION 6.04.                                         Not Responsible for Recitals or Issuance of
Securities.  The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


SECTION 6.05.                                         May Hold Securities.  The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar,
any Securities Custodian or any other agent of the Company or any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company or a Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar, Securities
Custodian or such other agent.


 


SECTION 6.06.                                         Money Held in Trust.  Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. 
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.


 


SECTION 6.07.                                         Compensation and Reimbursement.  The
Company agrees (1) to pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust); (2) except as otherwise expressly provided herein,
to promptly reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may have been caused by its negligence or bad faith;
and (3) to indemnify the Trustee, its directors, officers, agents and
employees for, and to hold them harmless against, any and all loss, damage,
claim, liability or expense incurred without negligence or bad faith on its
part, including taxes (other than taxes based upon, measured by or determined
by the revenue or income of the Trustee), arising out of or in connection with
the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim (whether asserted by the
Company, a Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


 


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


 


When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(3) or Section 5.01(4), the
expenses (including the reasonable 


 


30

















 


charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


Notwithstanding
any provisions of this Indenture, the provisions of this Section shall
survive the resignation or removal of the Trustee and any satisfaction and
discharge of this Indenture.


 


SECTION 6.08.                                         Conflicting Interests.  If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.


 


SECTION 6.09.                                         Corporate Trustee Required; Eligibility.  There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has, or is a
wholly owned subsidiary of a bank holding company that has, a combined capital
and surplus of at least $50,000,000 and a Corporate Trust Office in the Borough
of Manhattan, The City of New York.  If
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of a Federal or State supervising or examining
authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


SECTION 6.10.                                         Resignation and Removal; Appointment of Successor.  (a) 
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.


 


(b)                                 The Trustee may
resign at any time by giving written notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 6.11
shall not have been delivered to the Company and the resigning Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor
Trustee.


 


(c)                                  The Trustee may be
removed at any time by Act of the Holders of a majority in principal amount of
the Outstanding Securities, delivered to the Trustee and to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 6.11
shall not have been delivered to the Company and the Trustee being removed
within 30 days after the giving of such notice of removal, the Trustee being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(d)                                 If at any time:


 


31














 


(i)                                     the Trustee shall
fail to comply with Section 6.08 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at
least six months, or


 


(ii)                                  the Trustee shall
cease to be eligible under Section 6.09 and shall fail to resign after
written request therefor by the Company, any Guarantor or by any such Holder,
or


 


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


 


then, in any such case, (A) the Company or any Guarantor, in each
case by a Board Resolution, may remove the Trustee, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(e)                                  If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee and supersede the successor Trustee appointed by the
Company.  If no successor Trustee shall
have been so appointed by the Company or the Holders and accepted appointment
in accordance with the applicable requirements of Section 6.11, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(f)                                    The Company shall
give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to all Holders in the manner provided in Section 1.07.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


(g)                                 The resignation or
removal of the Trustee pursuant to this Section 6.10 shall not affect the
obligation of the Company to indemnify the Trustee pursuant to Section 6.07(3) in
connection with the exercise or performance by the Trustee prior to its
resignation or removal of any of its powers or duties hereunder.


 


(h)                                 No Trustee under
this Indenture shall be liable for any action or omission of any successor
Trustee.


 


32

















 


SECTION 6.11.                                         Acceptance
of Appointment by Successor.  Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


 


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


 


SECTION 6.12.                                         Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided, however,  that such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.


 


SECTION 6.13.                                         Preferential
Collection of Claims Against the Company or a Guarantor.  If and when the Trustee shall be or become a
creditor of the Company or a Guarantor (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such Guarantor
(or any such other obligor).


 


SECTION 6.14.                                         Appointment
of Authenticating Agent.  The
Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange or registration of transfer [or partial redemption] or
pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than 


 


33

















 


$50,000,000
and subject to supervision or examination by federal or state authority.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.07, to all Holders as
their names and addresses appear in the Security Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Bank of New York
  Mellon, as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  As Authentication Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  



 


34

















 


ARTICLE VII


 


Holders’ Lists and Reports by
Trustee and Company


 


SECTION 7.01.                                         Company
to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee a list of the names and addresses of the Holders in
such form as the Trustee may reasonably request in writing, within 30 days
after the receipt by the Company of any such request, as of a date not more
than 15 days prior to the time such list is furnished; excluding from any such
list names and addresses received by the Trustee in its capacity as Security
Registrar.


 


SECTION 7.02.                                         Preservation
of Information; Communications to Holders.  (a)  The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.01
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar, if so acting.


 


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


 


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


 


SECTION 7.03.                                         Reports
by Trustee.  (a) 
Within 60 days after June 15 of each year commencing June 15,
20[    ], the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this
Indenture to the extent required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant
thereto.


 


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


 


SECTION 7.04.                                         Reports
by Company.  The Company
shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the 


 


35

















 


Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


 


ARTICLE VIII


 


[Consolidation,
Merger, Conveyance, Transfer or Lease


 


SECTION 8.01.                                         Company
May Consolidate, Etc. Only on Certain Terms.  (A) The Company will not, in any
transaction or series of transactions, merge or consolidate with or into, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety to, any Person or
Persons unless at the time and after giving effect thereto:


 


(1)                                  either:


 


(x) if the transaction or transactions is a
merger or consolidation, the Company shall be the surviving Person of such
merger or consolidation, or


 


(y) the Person formed by such consolidation or
into which the Company is merged or to which the properties and assets of the Company are
transferred substantially as an entirety (any such surviving Person or
transferee Person being the “Surviving
Entity”) shall be a
corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall expressly
assume by a supplemental indenture executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture, and this Indenture, the Securities and the
Guarantees shall remain in full force and effect; and


 


(2)                                  immediately after
giving effect to such transaction or series of transactions on a pro forma
basis, no Default or Event of Default shall have occurred and be continuing.


 


In
connection with any consolidation, merger, transfer, lease, assignment or other
disposition contemplated by the foregoing provisions of this Section 8.01, the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, transfer, lease, assignment, or
other disposition and the supplemental indenture in respect thereof (required
under clause (1)(y) of this Section 8.01) comply with the
requirements of this Indenture.  Each
such Officer’s Certificate shall set forth the manner of determination of the
ability to incur Indebtedness in accordance with clause (3) of this Section 8.01.


 


SECTION 8.02.                                         Successor
Substituted.  [Except as
otherwise provided by Section 13.05,] upon any consolidation or merger, or
any sale, assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of the Company in accordance
with Section 8.01, the successor Person formed by such consolidation or
into which the Company  is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of the Company under the Securities and this Indenture
with the same 


 


36

















 


effect
as if such successor had been named as the Company in the Securities and this
Indenture and, except in the case of a lease, the Company shall be released and
discharged from its obligations thereunder.]


 


ARTICLE IX


 


Amendments; Waivers;
Supplemental Indentures


 


SECTION 9.01.                                         Amendments,
Waivers and Supplemental Indentures Without Consent of Holders.  Without the consent of any Holders, when
authorized by a Board Resolution, the Company and each Guarantor, and the
Trustee, at any time and from time to time, may together amend, waive or
supplement this Indenture or the Securities, for any of the following purposes:


 


(i)                                     to evidence the
succession of another Person to the Company or a Guarantor and the assumption
by any such successor of the covenants of the Company or such Guarantor herein
and in the Securities or such Guarantor’s Guarantee and to evidence the
assumption of obligations under this Indenture;


 


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


 


(iii)                               to secure the
Securities;


 


(iv)                              to comply with any
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act; or


 


(v)                                 to cure any
ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture;


 


provided, however,
that (a) such
amendment, waiver or supplement does not adversely affect the rights of any
Holder of Securities and (b) the Company shall have delivered to the
Trustee an Opinion of Counsel and Officer’s Certificate stating that such
action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is
permitted by this Indenture.  The Trustee
shall not be obligated to enter into any such amendment, waiver or supplemental
indenture that adversely affects its own rights, duties or immunities under
this Indenture or otherwise.


 


SECTION 9.02.                                         Modifications,
Amendments and Supplemental Indentures with Consent of Holders.  With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities, by Act of
said Holders delivered to the Company and the Trustee, the Company and the
Guarantors, when authorized by Board Resolutions, and the Trustee may together
modify, amend or supplement this Indenture or the Securities for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; provided,
however, that no such
modification, amendment or supplemental indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby,


 


37

















 


(i)                                     reduce the
principal amount of, extend the Stated Maturity of or alter the redemption
provisions of, the Securities,


 


(ii)                                  change the currency
in which any Securities or any premium or the interest thereon is payable,


 


(iii)                               reduce the
percentage in principal amount of Outstanding Securities that must consent to
an amendment, supplement or waiver or consent to take any action under this
Indenture or the Securities or any Guarantee,


 


(iv)                              impair the right to
institute suit for the enforcement of any payment on or with respect to the
Securities or any Guarantee,


 


(v)                                 waive a default in
payment with respect to the Securities or any Guarantee,


 


(vi)                              reduce or change
the rate or time for payment of interest on the Securities, or


 


(vii)                           modify or change
any provision of this Indenture affecting the ranking of the Securities or any
Guarantee in a manner adverse to the Holders of the Securities.


 


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


 


The
Trustee shall join with the Company and each Guarantor in the execution of such
amended or supplemental indenture unless such amended or 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 amendment or supplemental indenture.


 


SECTION 9.03.                                         Execution
of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be given, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel and an Officer’s Certificate stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise; provided that the
Trustee shall enter into and execute all other supplemental indentures which
satisfy all applicable conditions under this Article IX.


 


SECTION 9.04.                                         Effect
of Supplemental Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


38

















 


SECTION 9.05.                                         Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


SECTION 9.06.                                         Reference
in Securities to Supplemental Indentures.  Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture, provided that any failure by the Trustee
to make such notation shall not affect the validity of the matter provided for
in such supplemental indenture or any Security or Guarantee hereunder.  If the Company shall so determine, new Securities
or Guarantees so modified as to conform, in the opinion of the Trustee, the
Guarantors and the Company, to any such supplemental indenture may be prepared
and executed by the Company or Guarantor and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.


 


SECTION 9.07.                                         Waiver
of Certain Covenants.  The Company may
omit in any particular instance to comply with any covenant or condition set
forth in [Section 8.01,] Sections
[        ] and pursuant to Section 9.01(ii),
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


 


SECTION 9.08.                                         No
Liability for Certain Persons.  No director, officer, employee, or
stockholder of Holdings or the Company, nor any director, officer or employee
of any Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Securities, the
Guarantees or this Indenture based on or by reason of such obligations or their
creation.  Each Holder by accepting a
Security waives and releases all such liability.  The foregoing waiver and release are an
integral part of the consideration for the issuance of the Securities and the
Guarantees.


 


ARTICLE X


 


Covenants


 


SECTION 10.01.                                   Payment
of Principal, Premium and Interest.  The Company shall duly and punctually pay the
principal of (and premium, if any) and interest on the Securities in accordance
with the terms of the Securities and this Indenture.  The Company will deposit or cause to be
deposited with the Trustee or its nominee, no later than the opening of
business on the date of the Stated Maturity of any Security or no later than
the opening of business on the due date for any installment of interest, all
payments so due, which payments shall be in immediately available funds on the
date of such Stated Maturity or due date as the case may be.


 


SECTION 10.02.                                   Maintenance
of Office or Agency.  The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be 


 


39

















 


presented
or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company or any Guarantor in respect of the Securities, the Guarantees and
this Indenture may be served.  The
Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at a Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.  In the
event any such notice or demands are so made or served on the Trustee, the
Trustee shall promptly forward copies thereof to the Company.


 


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


 


The
Company hereby initially designates the Trustee as Paying Agent and Security
Registrar, and the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, located at 101 Barclay Street, Floor 8 West,
New York, New York 10286, Attention: 
Corporate Trust Administration, as one such office or agency of the
Company for each of the aforesaid purposes.


 


SECTION 10.03.                                   Money
for Security Payments to be Held in Trust.  If the Company shall at any time act as its
own Paying Agent, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents, the Company will, prior to
11:00 a.m., New York City time, on each due date of the principal of (and
premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:  (i) comply with the
provisions of the Trust Indenture Act applicable to it as Paying Agent and (ii) during
the continuance of any default by the Company (or any other obligor upon the
Securities) in the 


 


40

















 


making of any payment in respect of the Securities,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by such Paying Agent; and, upon such payment by
any Paying Agent (other than the Company) to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided,
however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


 


SECTION 10.04.                                   Existence;
Activities.  Subject to Article VIII,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory) and
material franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors of
the Company in good faith shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.


 


SECTION 10.05.                                   Statement
by Officers as to Default; Compliance Certificates.  (a) The Company shall deliver to the
Trustee, prior to March 31 in each year commencing with the year beginning
on January 1, 20[    ], an Officer’s Certificate,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which he may have knowledge.


 


(b)                                 The Company shall
deliver to the Trustee, as soon as possible and in any event within five days
after the Company becomes aware of the occurrence of a Default or an Event of
Default, an Officer’s Certificate setting forth the details of such Default or
Event of Default, and the action which the Company proposes to take with
respect thereto.


 


41














 


[Include additional
covenants as applicable.]


 


ARTICLE XI


 


[Redemption
of Securities


 


SECTION 11.01.            Right
of Redemption.  The Securities
may be redeemed at the election of the Company, in the amounts, at the times,
at the Redemption Prices (together with any applicable accrued and unpaid
interest to the Redemption Date), and subject to the conditions specified in
the form of Security and hereinafter set forth.


 


SECTION 11.02.            Applicability
of Article.  Redemption of
Securities at the election of the Company, as permitted by this Indenture and
the provisions of the Securities, shall be made in accordance with such
provisions and this Article.


 


SECTION 11.03.            Election
to Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities pursuant to Section 11.01 shall be evidenced by a Board
Resolution.  In the event of any
redemption at the election of the Company pursuant to Section 11.01, the
Company shall notify the Trustee, in case of a redemption of less than all the
Securities, at least 60 days, and in the case of a redemption of all the
Securities, at least 40 days, prior to the Redemption Date fixed by the Company
(in each case, unless a shorter notice shall be satisfactory to the Trustee) of
such Redemption Date and of the principal amount of Securities to be redeemed.


 


SECTION 11.04.            Selection
by Trustee of Securities to Be Redeemed.  In the event that less than all of the
Securities are to be redeemed at any time, selection of such Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not then listed on a national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee shall
deem fair and appropriate (subject to the rules of the Depositary); provided, however,
that Securities shall only be redeemable in amounts of $1,000 or an integral
multiple of $1,000.


 


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


 


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


 


SECTION 11.05.            Notice
of Redemption.  Notice of
redemption shall be given by first class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register, except that redemption notices may be
mailed more than 60 days prior to the Redemption Date if the notice of
redemption is issued in connection with (i) a satisfaction and 


 


42

















 


discharge of securities
in accordance with Article IV or (ii) a defeasance in accordance with
Article XII.


 


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


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;


 


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


 


(iv)          that on the Redemption
Date the Redemption Price and accrued interest to, but excluding, the
Redemption Date will become due and payable upon each such Security to be
redeemed and that interest thereon will cease to accrue on and after such
Redemption Date; and


 


(v)           the place or places
where such Securities are to be surrendered for payment of the Redemption Price
and accrued interest to, but excluding, the Redemption Date.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request and provision of such
notice information five days prior to the notice being mailed, by the Trustee
in the name and at the expense of the Company and shall be irrevocable.


 


SECTION 11.06.            Deposit
of Redemption Price.  Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any applicable accrued
interest on, all the Securities which are to be redeemed on that date.


 


SECTION 11.07.            Securities
Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and any applicable accrued interest or the Paying Agent is
prohibited from making such payment pursuant to Article XIV) interest
shall cease to accrue on such Securities or portions thereof.  Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with any applicable accrued and unpaid interest
to the Redemption Date; provided,
however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more predecessor
securities, registered as such at the close of business on the relevant record
dates according to their terms and the provisions of Section 3.07.


 


43

















 


If any
Security called for redemption in accordance with the election of the Company
made pursuant to Section 11.01 shall not be so paid upon surrender thereof
for redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate provided by the Security.


 


SECTION 11.08.            Securities
Redeemed in Part.  Any
Security which is to be redeemed only in part shall be surrendered at an office
or agency of the Company designated for that purpose pursuant to Section 10.02
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities, of any authorized denomination as requested by such Holder, in
aggregate principal amount at Stated Maturity equal to and in exchange for the
unredeemed portion of the principal amount at Stated Maturity of the Security
so surrendered.]


 


ARTICLE XII


 


[Defeasance
and Covenant Defeasance


 


SECTION 12.01.            Company’s
Option to Effect Defeasance or Covenant Defeasance.  The Company may elect, at its option at any
time, to have Section 12.02 or Section 12.03 applied to the
Outstanding Securities (as a whole and not in part) upon compliance with the
conditions set forth below in this Article. 
Any such election shall be evidenced by a Board Resolution.


 


SECTION 12.02.            Defeasance
and Discharge.  Upon the
Company’s exercise of its option to have this Section applied to the
Outstanding Securities (as a whole and not in part), the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the
conditions set forth in Section 12.04 are satisfied (hereinafter called “Defeasance”).  For this purpose,
such Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture insofar
as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder:  (1) the rights of
Holders of Outstanding Securities to receive, solely from the trust fund
described in Section 12.04 and as more fully set forth in such Section,
payments in respect of the principal of, premium, if any, and interest on such
Securities when payments are due, (2) the Company’s obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this
Article, the Company may exercise its option to have this Section applied
to the Outstanding Securities (as a whole and not in part) notwithstanding the
prior exercise of its option to have Section 12.03 applied to such
Securities.


 


SECTION 12.03.            Covenant
Defeasance.  Upon the
Company’s exercise of its option to have this Section applied to the
Outstanding Securities (as a whole and not in part), (i) the Company shall
be released from its obligations under Sections
[      ] and the Guarantors shall be 


 


44

















 


released
from their obligations under Article XIII and the Guarantees, and (ii) the
occurrence of any event specified in Sections
[        ], and any such covenants
provided pursuant to Section 9.01(ii)), shall be deemed not to be or
result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 12.04 are satisfied (hereinafter called “Covenant Defeasance”).  For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


SECTION 12.04.            Conditions
to Defeasance or Covenant Defeasance.  The following shall be the conditions to the
application of Section 12.02 or Section 12.03
to the Outstanding Securities:


 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 6.09
and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of, premium, if any, and any installment of
interest on such Securities on the respective Stated Maturities or Redemption
Date thereof, in accordance with the terms of this Indenture and such
Securities.  As used herein, “U.S.
Government Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a) (2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.


 


45

















 


(2)           In the event of an
election to have Section 12.02 apply to the Outstanding Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)           In the event of an
election to have Section 12.03 apply to the Outstanding Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.


 


(4)           No Default or Event of
Default with respect to the Outstanding Securities shall have occurred and be
continuing at the time of such deposit.


 


(5)           Such Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest
with respect to any securities of the Company or any Guarantor.


 


(6)           Such Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other material agreement or instrument to which the
Company or any Subsidiary is a party or by which it is bound.


 


(7)           The Company shall have
delivered to the Trustee an Opinion of Counsel (which opinion may be subject to
customary assumptions and exceptions) to the effect that after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.


 


(8)           The Company shall have
delivered to the Trustee an Officer’s Certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of the
Securities over the other creditors of the Company or any Guarantor with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or any Guarantor or others.


 


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


 


46

















 


(10)         The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent under this Indenture to either
Defeasance or Covenant Defeasance, as the case may be, have been complied with.


 


SECTION 12.05.            Deposited Money and
U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 10.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 12.06, the
Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 12.04 in respect
of the Outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 12.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 12.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to the Outstanding Securities.


 


SECTION 12.06.            Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining, or otherwise prohibiting such application,
then the obligations under this Indenture, such Securities and the Guarantees
from which the Company and the Guarantors have been discharged or released
pursuant to Section 12.02 or 12.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to
such Securities, until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 12.05 with respect to
such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.]


 


47

















 


ARTICLE XIII


 


[Guarantee


 


SECTION 13.01.            Guarantee.  Each Guarantor hereby unconditionally and
irrevocably guarantees on a senior subordinated basis, jointly and severally,
to each Holder and to the Trustee and its successors and assigns (a) the
full and prompt payment (within applicable grace periods) of principal of and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company
under this Indenture and the Securities and (b) the full and prompt
performance within applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the “Guarantee
Obligations”).  Each Guarantor further agrees that the
Guarantee Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Guarantor, and that such Guarantor will
remain bound under this Article XIII notwithstanding any extension or
renewal of any Guarantee Obligation.


 


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


 


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


 


Each
Guarantor waives presentation to, demand of payment from and protest to the
Company of any of the Guarantee Obligations and also waives notice of protest
for nonpayment.  Each Guarantor waives
notice of any default under the Securities or the Guarantee Obligations.  The obligations of each Guarantor hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any other
agreement or otherwise; (b) any extension or  renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guarantee Obligations or any
of them; (e) the failure of any Holder or Trustee to exercise any right or



 


48

















 


remedy against any other guarantor of the Guarantee
Obligations; or (f) any change in the ownership of any Guarantor (subject
to Section 13.05).


 


Each
Guarantor further agrees that its Guarantee herein constitutes a guaranty of
payment, performance and compliance when due (and not a guaranty of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guarantee Obligations.


 


To the
fullest extent permitted by law, the obligations of each Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guarantee Obligations or otherwise.  Without limiting the generality of the
foregoing, to the fullest extent permitted by law, the obligations of each
Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Guarantee Obligations, or by
any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of such Guarantor or
would otherwise operate as a discharge of each Guarantor as a matter of law or
equity.


 


Each
Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guarantee Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.


 


In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against each Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Guarantee Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise (within applicable grace
periods), or to perform or comply with any other Guarantee Obligation (within
applicable grace periods), each Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid,
in cash, to the Holders or the Trustee an amount equal to the sum of (i) the
unpaid principal amount of such Guarantee Obligations, (ii) accrued and
unpaid interest on such Guarantee Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Guarantee Obligations of
the Company to the Holders and the Trustee.


 


Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guarantee Obligations guaranteed
hereby until payment in full of all Guarantee Obligations.  Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on
the  other hand, (x) the
maturity of the Guarantee Obligations guaranteed hereby may be accelerated as
provided in Article V for the purposes of its Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guarantee Obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such Guarantee Obligations as
provided in Article V, such 


 


49

















 


Guarantee Obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purposes of
this Section.


 


Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section.


 


SECTION 13.02.            Limitation on Liability.  Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the obligations
guaranteed hereunder by each Guarantor shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to
such Guarantor, voidable under applicable federal or state law relating to
fraudulent conveyance or fraudulent transfer.


 


SECTION 13.03.            Execution and Delivery of Guarantees.  The Guarantees to be endorsed on the Securities shall be in the form set
forth in Exhibit B.  Each of the
Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed
on each Security authenticated and delivered by the Trustee.


 


Each
Guarantee shall be executed on behalf of each respective Guarantor by any one
of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the
Board of Directors, President, Chief Financial Officer or Vice Presidents and
any authorized signatories for any Guarantors that are not corporations.  The signature of any or all of these officers
on the Guarantee may be manual or facsimile.


 


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


 


Each
Guarantee shall be registered, transferred, exchanged and cancelled, and shall
be held in definitive or global form, in the same manner and together with, the
Security to which it relates, in accordance with Article III.


 


The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee endorsed thereon on
behalf of the Guarantors. Each of the Guarantors hereby jointly and severally
agrees that its Guarantee set forth in Section 13.01 shall remain in full
force and effect notwithstanding any failure to endorse a Guarantee on any
Security.


 


SECTION 13.04.            [Guarantors May Consolidate, Etc., on Certain Terms.  Nothing
contained in this Indenture or in any of the Securities or any Guarantee shall
prevent any consolidation or merger of a Guarantor with or into the Company or
a Guarantor shall prevent any sale or conveyance of the assets of a Guarantor
as an entirety or substantially as an entirety or the Capital Stock of a
Guarantor to the Company or a Guarantor.]


 


SECTION 13.05.            [Release of Guarantors.  The Guarantee of a Subsidiary Guarantor shall
automatically be released from all obligations under its Guarantee endorsed on
the 


 


50

















 


Securities
and under this Article XIII without need for any further act or the
execution or delivery or any document:  (i) upon
the sale or other disposition (including by way of consolidation or merger) of
such Subsidiary Guarantor other than to the Company or another Subsidiary
Guarantor and as permitted by this Indenture; [or] (ii) upon the sale or
disposition of all or substantially all of the assets of such Subsidiary
Guarantor other than to the Company or another Subsidiary Guarantor and as
permitted by this Indenture[; or (iii) upon Defeasance or Covenant
Defeasance in accordance with Article XII].  Upon delivery by the Company to the Trustee
of an Officer’s Certificate to the effect that such transaction was made in
accordance with the provisions hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of such Guarantor from its
obligations under its Guarantee endorsed on the Securities and under this Article XIII.]


 


SECTION 13.06.            Successors
and Assigns.  This Article XIII
shall be binding upon each Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.


 


SECTION 13.07.            No Waiver, etc.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article XIII shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege.  The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article XIII at law, in equity,
by statute or otherwise.


 


SECTION 13.08.            Modification, etc.  No modification, amendment or waiver of any
provision of this Article, nor the consent to any departure by a Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Trustee, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.  No notice to or demand on a Guarantor in any
case shall entitle such Guarantor or any other guarantor to any other or
further notice or demand in the same, similar or other circumstances.


 


SECTION 13.09.            Subordination
of Guarantee.  The obligations of
each Guarantor pursuant to its Guarantee and this Article XIII shall be (a) junior
and subordinated in right of payment to the prior payment in full in cash of
all Senior Indebtedness of such Guarantor and (b) senior in right of
payment to all existing and future Subordinated Indebtedness of such Guarantor,
in each case on the same basis as  the Securities and
the obligations of the Company hereunder are junior and subordinated to all
Senior Indebtedness and senior in right of payment to all Subordinated
Indebtedness.  For the purposes of this Section 13.09,
Article XIV shall apply to the obligations of each Guarantor under its
Guarantee, this Article XIII and the other
provisions of this Indenture as if references therein to the Company, the
Securities, Senior Indebtedness and Subordinated Indebtedness were references to
such Guarantor, such Guarantor’s Guarantee, Senior Indebtedness of such
Guarantor and Subordinated Indebtedness of such Guarantor, respectively.]


 


51














 


ARTICLE XIV


 


Subordination


 


SECTION 14.01.            Securities Subordinate
to Senior Indebtedness and Senior to Subordinated Indebtedness.  The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees that, to the extent and in the manner
hereinafter set forth in this Article XIV, the Indebtedness evidenced by
the Securities is hereby expressly made subordinate in right of payment to the
prior payment in full in cash of all Senior Indebtedness and senior in right of
payment to all existing and future Subordinated Indebtedness of the Company.


 


SECTION 14.02.            Payment Over of Proceeds Upon Dissolution, etc.  In the
event of any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other
marshalling of assets or liabilities of the Company, all Senior Indebtedness
must be paid in full in cash before any payment is made on account of the
principal of, premium, if any, or interest on the Securities.


 


SECTION 14.03.            No Payment When
Designated Senior Indebtedness is in Default.  During the
continuance of any default in the payment of principal, or premium, if any, or
interest on any Senior Indebtedness, when the same becomes due, and after
receipt by the Trustee and the Company from representatives of holders of such
Senior Indebtedness of written notice of such default, no direct or indirect
payment by or on behalf of the Company of any kind or character may be made on
account of the principal of, premium, if any, or interest on, or the purchase,
redemption or other acquisition of, the Securities unless and until such
default has been cured or waived or has ceased to exist or such Senior
Indebtedness shall have been discharged or paid in full in cash, after which
the Company shall resume making any and all required payments in respect of the
Securities, including any missed payments.


 


[Include additional
subordination provisions as applicable]


 


SECTION 14.04.            Subrogation
to Rights of Holders of Senior Indebtedness. 
Subject to the payment in full in cash of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article XIV to the rights of
the holders of such Senior Indebtedness to receive payments and distributions
of cash, property and securities applicable to the Senior Indebtedness until
the principal of, premium, if any, and interest on the Securities shall be paid
in full. 
For purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XIV, and no payments
over pursuant to the provisions of this Article XIV to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Indebtedness and
the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.


 


52

















 


SECTION 14.05.            Provisions
Solely to Define Relative Rights.  The provisions of
this Article XIV are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities on the one hand and the
holders of Senior Indebtedness on the other hand.  Nothing contained
in this Article XIV or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the principal of, premium, if any and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders
of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any
Securities from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article XIV
of the holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.


 


SECTION 14.06.            Trustee
to Effectuate Subordination.  Each Holder of a
Security by its acceptance thereof authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XIV and appoints the Trustee its
attorney-in-fact for any and all such purposes.


 


SECTION 14.07.            No
Waiver of Subordination Provisions.  No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder
may have or be otherwise charged with.


 


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


 


SECTION 14.08.            Notice
to Trustee.  The Company shall
give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect
of the Securities.  Notwithstanding the provisions of
this Article XIV or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from any trustee
therefor; and, prior to 


 


53

















 


the
receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01,
shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received at its
Corporate Trust Office the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
in cash of the principal of, premium, if any or interest on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date.


 


SECTION 14.09.            Reliance
on Judicial Order or Certificate of Liquidating Agent.  Upon any payment or distribution
of assets of the Company referred to in this Article XIV, the Trustee,
subject to the provisions of Section 6.01, and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XIV.


 


SECTION 14.10.            Trustee
Not Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and shall not
be liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article XIV or otherwise, except in the case
of gross negligence or willful misconduct on the part of the Trustee.


 


With
respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.


 


SECTION 14.11.            Rights of Trustee as
Holder of Senior Indebtedness; Preservation of Trustee’s Rights.  The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XIV with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.


 


Nothing
in this Article XIV shall apply to claims of, or payments to, the Trustee
or its agent or counsel under or pursuant to Section 6.07.


 


SECTION 14.12.            Article Applicable
to Paying Agents.  In case at any time
any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting 


 


54

















 


hereunder,
the term “Trustee” as used in this Article XIV shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article XIV in addition to or in
place of the Trustee; provided, however, that Section 14.11 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


SECTION 14.13.            Trustee’s Notice regarding Senior
Indebtedness.  The Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder).  In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such person, the extent to which such
person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the rights of such person to
receive such payment.


 


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


 


55

















 


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


 


	
   

  	
  UNITED RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO
  THAT IS A CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO
  THAT IS A LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1),
  ULC., ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO
  THAT IS A LIMITED LIABILITY COMPANY, BY UNITED RENTALS (NORTH AMERICA), INC.,
  ITS MANAGING MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


56

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
  United Rentals
  (Delaware), Inc.

  	
   

  	
  Delaware

  
	
  United Rentals
  Financing Limited Partnership

  	
   

  	
  Delaware

  
	
  United Rentals Highway
  Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
  United Rentals
  Northwest, Inc.

  	
   

  	
  Oregon

  
	
  United Rentals Realty,
  LLC

  	
   

  	
  Delaware

  
	
  Wynne
  Systems, Inc.

  	
   

  	
  California

  



 


57














 


APPENDIX


 


PROVISIONS RELATING TO SECURITIES


 


1.                                       Definitions


 


1.1                                 Definitions


 


For
the purposes of this Appendix the following terms shall have the meanings
indicated below:


 


“Definitive
Security” means a certificated Security that does not include the Global
Securities Legend.


 


“Depositary”
means The Depository Trust Company, its nominees and their respective
successors.


 


“Global
Securities Legend” means the legend set forth under that caption in Exhibit A
to this Indenture.


 


“Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depositary) or any successor person thereto, who shall initially be the
Trustee.


 


1.2                                 Other
Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  
	
  “Global Security”

  	
   

  	
  2.1(a)

  



 


2.                                       The Securities


 


2.1                                 Form.


 


(a)                                  Global
Securities.  The
Securities shall be issued initially in the form of one or more global
Securities in definitive, fully registered form (collectively, the “Global
Security”) without interest coupons and bearing the Global Securities Legend,
which shall be deposited on behalf of the Holders of the Securities represented
thereby with the Securities Custodian, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture.  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee and on the
schedules thereto as hereinafter provided.


 


(b)                                 Book-Entry
Provisions.  This Section 2.1(b) shall
apply only to a Global Security deposited with or on behalf of the Depositary.


 


The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and
Section 2.2 and pursuant to an order of the Company signed by one officer
of the Company, 


 


58

















 


authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary for
such Global Security or Global Securities or the nominee of such Depositary and
(ii) shall be delivered by the Trustee to such Depositary or pursuant to
such Depositary’s instructions or held by the Trustee as Securities Custodian.


 


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


 


(c)                                  Definitive
Securities.  Except as
provided in Section 2.3 or 2.4, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of certificated
Securities.


 


2.2                                 Authentication.  The Trustee shall authenticate and make
available for delivery upon a written order of the Company signed by one
Officer of the Company (a) Securities for original issue on the date
hereof in an aggregate principal amount of
$[                    ]
and (b) subject to the terms of this Indenture, Additional Securities in
an unlimited aggregate principal amount. 
Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated and, in the case of an issuance of Additional Securities pursuant
to Section 3.13 after the Issue Date, shall certify that such issuance is
in compliance with this Indenture.


 


2.3                                 Transfer and
Exchange.


 


(a)                                  Transfer and
Exchange of Definitive Securities.  When Definitive Securities are presented to
the Security Registrar with a request:


 


(i)                                     to register the transfer of
such Definitive Securities; or


 


(ii)                                  to exchange such Definitive
Securities for an equal principal amount of Definitive Securities of other
authorized denominations,


 


the Security Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Securities surrendered for transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


(b)                                 Restrictions on
Transfer of a Definitive Security for a Beneficial Interest in a Global
Security.  A Definitive
Security may not be exchanged for a beneficial interest in a Global Security
except upon satisfaction of the requirements set forth below.  Upon receipt by 


 


59

















 


the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Security Registrar, together
with written instructions directing the Trustee to make, or to direct the
Securities Custodian to make, an adjustment on its books and records with
respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such
instructions to contain information regarding the Depositary account to be
credited with such increase, then the Trustee shall cancel such Definitive
Security and cause, or direct the Securities Custodian to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
Definitive Security so canceled.  If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4,
the Company shall issue and the Trustee shall authenticate, upon written order
of the Company in the form of an Officer’s Certificate, a new Global Security
in the appropriate principal amount.


 


(c)                                  Transfer and
Exchange of Global Securities.


 


(i)                                     The transfer and exchange of
Global Securities or beneficial interests therein shall be effected through the
Depositary, in accordance with this Indenture and the procedures of the
Depositary therefor.  A transferor of a
beneficial interest in a Global Security shall deliver a written order given in
accordance with the Depositary’s procedures containing information regarding
the participant account of the Depositary to be credited with a beneficial
interest in such Global Security or another Global Security and such account
shall be credited in accordance with such order with a beneficial interest in
the applicable Global Security and the account of the Person making the
transfer shall be debited by an amount equal to the beneficial interest in the
Global Security being transferred.


 


(ii)                                  If the proposed transfer is a
transfer of a beneficial interest in one Global Security to a beneficial
interest in another Global Security, the Security Registrar shall reflect on
its books and records the date and an increase in the principal amount of the
Global Security to which such interest is being transferred in an amount equal
to the principal amount of the interest to be so transferred, and the Security
Registrar shall reflect on its books and records the date and a corresponding
decrease in the principal amount of Global Security from which such interest is
being transferred.


 


(iii)                               Notwithstanding any other
provisions of this Appendix (other than the provisions set forth in Section 2.4),
a Global Security may not be transferred as a whole except 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.


 


60

















 


(d)                                 Cancelation or
Adjustment of Global Security.  At such time as all beneficial interests in a
Global Security have either been exchanged for Definitive Securities,
transferred, redeemed, repurchased or canceled, such Global Security shall be
returned by the Depositary to the Trustee for cancelation or retained and
canceled by the Trustee.  At any time
prior to such cancelation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, transferred in exchange for an interest in
another Global Security, redeemed, repurchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced and
an adjustment shall be made on the books and records of the Trustee (if it is
then the Securities Custodian for such Global Security) with respect to such
Global Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


(e)                                  Obligations with
Respect to Transfers and Exchanges of Securities.


 


(i)                                     To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate, Definitive Securities and Global Securities at the Security
Registrar’s request.


 


(ii)                                  No service charge shall be
made for any registration of transfer or exchange of Securities except as
provided in Section 3.06 of this Indenture, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.12, 9.06 [or
11.08] of this Indenture, and in any such case not involving any transfer.


 


(iii)                               Prior to the due presentation
for registration of transfer of any Security, the Company, the Trustee, the
Paying Agent or the Security Registrar may deem and treat the person in whose
name a Security is registered as the absolute owner of such Security for the
purpose of receiving payment of principal of and interest on such Security and
for all other purposes whatsoever, whether or not such Security is overdue, and
none of the Company, the Trustee, the Paying Agent or the Security Registrar
shall be affected by notice to the contrary.


 


(iv)                              All Securities issued upon
any transfer or exchange pursuant to the terms of this Indenture shall evidence
the same debt and shall be entitled to the same benefits under this Indenture
as the Securities surrendered upon such transfer or exchange.


 


(f)                                    No Obligation of
the Trustee.


 


(i)                                     The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in the Depositary or any other Person with respect
to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Securities or
with respect to the delivery to any participant, member, beneficial owner or
other Person (other than the Depositary) of any notice [(including any notice
of redemption)] or the payment of any amount, under or with respect to such
Securities.  All notices and
communications to be given to the Holders and all payments to be made to
Holders under the Securities shall be given or made only to the registered
Holders (which 


 


61

















 


shall be the Depositary or its nominee in the case of a Global
Security).  The rights of beneficial
owners in any Global Security shall be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.


 


(ii)                                  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Depositary participants, members or beneficial
owners in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


2.4                                 Definitive
Securities


 


(a)                                  A Global
Security deposited with the Depositary or with the Trustee as Securities
Custodian pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of Definitive Securities in an aggregate principal
amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if such transfer complies with Section 2.3 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to
be a “clearing agency” registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under this Indenture.


 


(b)                                 Any Global
Security that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depositary to the Trustee, to be
so transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Security, an equal aggregate principal amount of Definitive Securities
of authorized denominations.  Any portion
of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct.


 


(c)                                  Subject to the
provisions of Section 2.4(b), the registered Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Agent Members
and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under this Indenture or the Securities.


 


(d)                                 In the event of
the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or
(iii), the Company will promptly make available to the Trustee a reasonable
supply of Definitive Securities in fully registered form without interest
coupons.


 


62

















 


Exhibit A


 


[FORM OF SECURITY]


 


[Global Securities Legend]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DEPOSITARY”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY), 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.


 


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


 


A-1

















 


United
Rentals (North America), Inc.


 


[        ]%
Senior Subordinated Note due 20[      ]


 


	
  No.                   

  	
   

  	
  $                 

  
	
   

  	
   

  	
  CUSIP NO.

  



 


United
Rentals (North America), Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum listed on the Schedule of Increases or
Decreases in Global Security attached hereto on [                      ],
20[      ] and to pay interest thereon from [                      ],
20[      ] or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on [                      ] and [                      ] in each year, commencing [                      ],
20[      ] at the rate of
[        ]% per annum, until the
principal hereof is paid or duly provided for, provided,
however, that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of
[        ]% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or duly provided for.  The interest so payable and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [                      ] and [                      ] (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of securities not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided,
however, that, at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.


 


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


 


A-2

















 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


 


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


 


	
   

  	
  UNITED RENTALS (NORTH
  AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S CERTIFICATE
  OF AUTHENTICATION

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON, AS TRUSTEE

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
				



 


A-3














 


Form of
Reverse of Security


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as [        ]% Senior
Subordinated Notes due [        ]
(herein called the “Securities”), limited in aggregate principal amount on the
Issue Date to
$[                  ]
issued and to be issued under an Indenture, dated as of [                      ],
20[      ] (herein called the “Indenture,” which term shall have
the meaning assigned to it in such instrument), among the Company, the guarantors
named therein and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  The Company shall be entitled, subject to its
compliance with the terms of the Indenture, to issue Additional Securities
pursuant to Section 3.13 of the Indenture. 
The Securities include the Securities issued on the Issue Date and any
Additional Securities.  The Securities
issued on the Issue Date and any Additional Securities are treated as a single
class of securities under the Indenture.


 


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. 7aaa-77bbbb (the “TIA”), as in effect on the date of the Indenture.  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 such terms.


 


[This Security is redeemable at the option of the
Company, in whole or in part, at any time on or after
[      ], 20[    ], at the
Redemption Prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest, if any, thereon to the Redemption
Date, if redeemed during the twelve month period beginning on
[    ] of the years indicated below:


 




	
  Year

  	
   

  	
  Redemption

  Price

  
	
   

  	
   

  	
  %]

  






 


[The Securities are not subject to any sinking fund.]


 


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


 


If an
Event of Default shall occur and be continuing, there may be declared due and
payable the principal of, premium, if any, and accrued and unpaid interest, if
any, on all of the outstanding Securities, in the manner and with the effect
provided in the Indenture.


 


A-4

















 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in principal amount of the Securities at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall
not have received from the Holders of a majority in principal amount of
Securities at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding for 45 days after
receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein [(or, in the case of redemption, on or after the Redemption Date)].


 


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


 


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


 


This
Security is issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof. 
As provided in the Indenture and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.


 


A-5

















 


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


 


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


 


Interest
on this Security shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


The
obligations of the Company under the Indenture and this Security are expressly
subordinated to all Senior Indebtedness and senior in right of payment to all
Subordinated Indebtedness, in each case to the extent set forth in Article XIV
of the Indenture, and reference is hereby made to such Indenture for the
precise terms of such subordination.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the obligations of the Company under the Indenture and this Security are
Guaranteed pursuant to Guarantees endorsed hereon as provided in the
Indenture.  Each Holder, by holding this
Security, agrees to all of the terms and provisions of said Guarantees.  The Indenture provides that each Guarantor
shall be released from its Guarantee upon compliance with certain conditions.


 


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


 


The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York.


 


A-6

















 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


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


 


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


 


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


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Sign exactly as your
  name appears on the other side of this Security.

  



 


A-7

















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The
initial principal amount of this Global Security is
$[        ].  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount
  of decrease in

  Principal Amount of

  this Global Security

  	
   

  	
  Amount
  of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal
  amount of this

  Global Security

  following such decrease

  or increase

  	
   

  	
  Signature
  of authorized

  signatory of Trustee

  or Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8

















 


EXHIBIT B


 


[FORM OF NOTATION ON SECURITY RELATING TO
GUARANTEE]


 


GUARANTEE


 


Each
of the undersigned guarantors (each a “Guarantor,” or together, the “Guarantors”)
which term includes any successor under the Indenture (the “Indenture”)
referred to in the Security upon which this notation is endorsed), hereby
unconditionally and irrevocably guarantees on a senior basis, jointly and
severally with each other Guarantor of the Securities, to each Holder and to
the Trustee and its successors and assigns (a) the full and prompt payment
(within applicable grace periods) of principal of and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under the
Indenture and the Securities and (b) the full and prompt performance
within applicable grace periods of all other obligations of the Company under
the Indenture and the Securities, subject to certain limitations set forth in
the Indenture (all the foregoing being hereinafter collectively called the “Guarantee
Obligations”).  The Guarantor further agrees that the
Guarantee Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Guarantor, and that such Guarantor will
remain bound under Article XIII of the Indenture notwithstanding any
extension or renewal of any Guarantee Obligation.  Capitalized terms used herein have the meanings
assigned to them in the Indenture unless otherwise indicated.


 


Subject
to the terms of the Indenture, this Guarantee shall be binding upon the
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and conditions
hereof.


 


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


 


Notwithstanding
any other provision of the Indenture or this Guarantee, under the Indenture and
this Guarantee the maximum aggregate amount of the obligations guaranteed by
the Guarantor shall not exceed the maximum amount that can be guaranteed
without rendering the Indenture or this Guarantee, as it relates to such
Guarantor, voidable under applicable federal or state law relating to
fraudulent conveyance or fraudulent transfer.  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.


 


[Signature page follows]


 


B-1

















 


	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS
  LISTED ON SCHEDULE A HERETO THAT IS A CORPORATION,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS
  LISTED ON SCHEDULE A HERETO THAT IS A LIMITED PARTNERSHIP, BY UNITED RENTALS
  OF NOVA SCOTIA (NO. 1), ULC., ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE GUARANTORS
  LISTED ON SCHEDULE A HERETO THAT IS A LIMITED LIABILITY COMPANY, BY UNITED RENTALS
  (NORTH AMERICA), INC., ITS MANAGING MEMBER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-2

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
  United Rentals
  (Delaware), Inc.

  	
   

  	
  Delaware

  
	
  United Rentals
  Financing Limited Partnership

  	
   

  	
  Delaware

  
	
  United Rentals Highway
  Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
  United Rentals
  Northwest, Inc.

  	
   

  	
  Oregon

  
	
  United Rentals Realty,
  LLC

  	
   

  	
  Delaware

  
	
  Wynne
  Systems, Inc.

  	
   

  	
  California

  



 


B-3