exv4w5






Exhibit 4.5



 




NRP (OPERATING) LLC




as Issuer,




NATURAL RESOURCE PARTNERS L.P.




as Guarantor,




WPP LLC





ACIN LLC





WBRD LLC




WILLIAMSON TRANSPORT LLC




LITTLE RIVER TRANSPORT LLC




HOD LLC




SHEPARD BOONE COAL COMPANY LLC




GATLING MINERAL, LLC




and




INDEPENDENCE LAND, LLC




as Subsidiary Guarantors,

and

[                    ],




as Trustee




INDENTURE




Dated as of                     , 2009




Debt Securities




 


 









 








CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA Section	 	Indenture Section
	310
	 	(a)	 	7.10 
	 
	 	(b)	 	7.10 
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	7.11 
	 
	 	(b)	 	7.11 
	 
	 	(c)	 	N.A.
	312
	 	(a)	 	5.01 
	 
	 	(b)	 	5.02 
	 
	 	(c)	 	5.02 
	313
	 	(a)	 	5.03 
	 
	 	(b)	 	5.03 
	 
	 	(c)	 	13.03 
	 
	 	(d)	 	5.03 
	314
	 	(a)	 	4.05, 4.06 
	 
	 	(b)	 	N.A.
	 
	 	(c)(1)	 	13.05 
	 
	 	(c)(2)	 	13.05 
	 
	 	(c)(3)	 	N.A.
	 
	 	(d)	 	N.A.
	 
	 	(e)	 	13.05 
	 
	 	(f)	 	N.A.
	315
	 	(a)	 	7.01 
	 
	 	(b)	 	6.07 & 13.03 
	 
	 	(c)	 	7.01 
	 
	 	(d)	 	7.01 
	 
	 	(e)	 	6.08 
	316
	 	(a) (last sentence)	 	1.01 
	 
	 	(a)(1)(A)	 	6.06 
	 
	 	(a)(1)(B)	 	6.06 
	 
	 	(a)(2)	 	9.01(d) 
	 
	 	(b)	 	6.04 
	 
	 	(c)	 	5.04 
	317
	 	(a)(1)	 	6.02 
	 
	 	(a)(2)	 	6.02 
	 
	 	(b)	 	4.04 
	318
	 	(a)	 	13.07 








	 		
	N.A.	 	means Not Applicable
	 
	NOTE:	 	This Cross-Reference table shall not, for any purpose, be deemed part of this Indenture.






i









 








TABLE OF CONTENTS









	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	ARTICLE I

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	Section 1.02.

	 	Other Definitions
	 	 	7	 
	Section 1.03.

	 	Incorporation by Reference of Trust Indenture Act
	 	 	7	 
	Section 1.04.

	 	Rules of Construction
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE II

	DEBT SECURITIES

	 
	 	 	 	 	 	 
	Section 2.01.

	 	Forms Generally
	 	 	8	 
	Section 2.02.

	 	Form of Trustee’s Certificate of Authentication
	 	 	8	 
	Section 2.03.

	 	Principal Amount; Issuable in Series
	 	 	8	 
	Section 2.04.

	 	Execution of Debt Securities
	 	 	11	 
	Section 2.05.

	 	Authentication and Delivery of Debt Securities
	 	 	11	 
	Section 2.06.

	 	Denomination of Debt Securities
	 	 	13	 
	Section 2.07.

	 	Registration of Transfer and Exchange
	 	 	13	 
	Section 2.08.

	 	Temporary Debt Securities
	 	 	14	 
	Section 2.09.

	 	Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	15	 
	Section 2.10.

	 	Cancellation of Surrendered Debt Securities
	 	 	15	 
	Section 2.11.

	 	Provisions of the Indenture and Debt Securities for the Sole Benefit of the
Parties and the Holders
	 	 	16	 
	Section 2.12.

	 	Payment of Interest; Interest Rights Preserved
	 	 	16	 
	Section 2.13.

	 	Securities Denominated in Dollars
	 	 	16	 
	Section 2.14.

	 	Wire Transfers
	 	 	17	 
	Section 2.15.

	 	Securities Issuable in the Form of a Global Security
	 	 	17	 
	Section 2.16.

	 	Medium Term Securities
	 	 	19	 
	Section 2.17.

	 	Defaulted Interest
	 	 	20	 
	Section 2.18.

	 	CUSIP and ISIN Numbers
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE III

	REDEMPTION OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	Section 3.01.

	 	Applicability of Article
	 	 	21	 
	Section 3.02.

	 	Notice of Redemption; Selection of Debt Securities
	 	 	21	 
	Section 3.03.

	 	Payment of Debt Securities Called for Redemption
	 	 	22	 
	Section 3.04.

	 	Mandatory and Optional Sinking Funds
	 	 	23	 
	Section 3.05.

	 	Redemption of Debt Securities for Sinking Fund
	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	PARTICULAR COVENANTS OF THE COMPANY

	 
	 	 	 	 	 	 
	Section 4.01.

	 	Payment of Principal of, and Premium, If Any, and Interest on, Debt
Securities
	 	 	25	 






ii









 






	 	 	 	 	 	 	 
	 

	 	 
	 	 	Page	 
	 
	Section 4.02.

	 	Maintenance of Offices or Agencies for Registration of Transfer, Exchange
and Payment of Debt Securities
	 	 	25	 
	Section 4.03.

	 	Appointment to Fill a Vacancy in the Office of Trustee
	 	 	26	 
	Section 4.04.

	 	Duties of Paying Agents, etc.
	 	 	26	 
	Section 4.05.

	 	SEC Reports; Financial Statements
	 	 	27	 
	Section 4.06.

	 	Compliance Certificate.
	 	 	27	 
	Section 4.07.

	 	Further Instruments and Acts
	 	 	28	 
	Section 4.08.

	 	Existence
	 	 	28	 
	Section 4.09.

	 	Maintenance of Properties
	 	 	28	 
	Section 4.10.

	 	Payment of Taxes and Other Claims
	 	 	28	 
	Section 4.11.

	 	Waiver of Certain Covenants
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE V

	HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

	 
	 	 	 	 	 	 
	Section 5.01.

	 	Company to Furnish Trustee Information as to Names and Addresses of
Holders; Preservation of Information
	 	 	29	 
	Section 5.02.

	 	Communications to Holders
	 	 	29	 
	Section 5.03.

	 	Reports by Trustee
	 	 	29	 
	Section 5.04.

	 	Record Dates for Action by Holders
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

	 
	Section 6.01.

	 	Events of Default
	 	 	30	 
	Section 6.02.

	 	Collection of Debt by Trustee, etc.
	 	 	32	 
	Section 6.03.

	 	Application of Money Collected by Trustee
	 	 	33	 
	Section 6.04.

	 	Limitation on Suits by Holders
	 	 	34	 
	Section 6.05.

	 	Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver
of Default
	 	 	35	 
	Section 6.06.

	 	Rights of Holders of Majority in Principal Amount of Debt Securities to
Direct Trustee and to Waive Default
	 	 	35	 
	Section 6.07.

	 	Trustee to Give Notice of Defaults Known to It, but May Withhold Such
Notice in Certain Circumstances
	 	 	36	 
	Section 6.08.

	 	Requirement of an Undertaking to Pay Costs in Certain Suits under the
Indenture or Against the Trustee
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	CONCERNING THE TRUSTEE

	 
	 	 	 	 	 	 
	Section 7.01.

	 	Certain Duties and Responsibilities
	 	 	36	 
	Section 7.02.

	 	Certain Rights of Trustee
	 	 	38	 
	Section 7.03.

	 	Trustee Not Liable for Recitals in Indenture or in Debt Securities
	 	 	39	 
	Section 7.04.

	 	Trustee, Paying Agent or Registrar May Own Debt Securities
	 	 	39	 
	Section 7.05.

	 	Money Received by Trustee to Be Held in Trust
	 	 	39	 
	Section 7.06.

	 	Compensation and Reimbursement
	 	 	39	 
	Section 7.07.

	 	Right of Trustee to Rely on an Officers’ Certificate Where No Other
Evidence Specifically Prescribed
	 	 	40	 
	Section 7.08.

	 	Separate Trustee; Replacement of Trustee
	 	 	40	 






iii









 






	 	 	 	 	 	 	 
	 

	 	 
	 	 	Page	 
	 
	Section 7.09.

	 	Successor Trustee by Merger
	 	 	41	 
	Section 7.10.

	 	Eligibility; Disqualification
	 	 	42	 
	Section 7.11.

	 	Preferential Collection of Claims Against Company
	 	 	42	 
	Section 7.12.

	 	Compliance with Tax Laws
	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	CONCERNING THE HOLDERS

	 
	 	 	 	 	 	 
	Section 8.01.

	 	Evidence of Action by Holders
	 	 	42	 
	Section 8.02.

	 	Proof of Execution of Instruments and of Holding of Debt Securities
	 	 	42	 
	Section 8.03.

	 	Who May Be Deemed Owner of Debt Securities
	 	 	43	 
	Section 8.04.

	 	Instruments Executed by Holders Bind Future Holders
	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 	 	 
	Section 9.01.

	 	Purposes for Which Supplemental Indenture May Be Entered into Without
Consent of Holders 	 	 	44	 
	Section 9.02.

	 	Modification of Indenture with Consent of Holders of Debt Securities	 	 	45	 
	Section 9.03.

	 	Effect of Supplemental Indentures	 	 	47	 
	Section 9.04.

	 	Debt Securities May Bear Notation of Changes by Supplemental Indentures
	 	 	47	 
	 
	ARTICLE X

	CONSOLIDATION, MERGER, SALE OR CONVEYANCE

	 
	 	 	 	 	 	 
	Section 10.01.

	 	Consolidations and Mergers of the Company
	 	 	47	 
	Section 10.02.

	 	Rights and Duties of Successor Company
	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	SATISFACTION AND DISCHARGE OF

	INDENTURE; DEFEASANCE; UNCLAIMED MONEY

	 
	 	 	 	 	 	 
	Section 11.01.

	 	Applicability of Article
	 	 	48	 
	Section 11.02.

	 	Satisfaction and Discharge of Indenture; Defeasance
	 	 	48	 
	Section 11.03.

	 	Conditions of Defeasance
	 	 	50	 
	Section 11.04.

	 	Application of Trust Money
	 	 	51	 
	Section 11.05.

	 	Repayment to Company
	 	 	51	 
	Section 11.06.

	 	Indemnity for U.S. Government Obligations
	 	 	51	 
	Section 11.07.

	 	Reinstatement
	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE XII

	[RESERVED]

	 
	 	 	 	 	 	 
	ARTICLE XIII

	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 	 	 
	Section 13.01.

	 	Successors and Assigns of Company Bound by Indenture
	 	 	51	 
	Section 13.02.

	 	Acts of Board, Committee or Officer of Successor Company Valid
	 	 	52	 
	Section 13.03.

	 	Required Notices or Demands
	 	 	52	 






iv









 






	 	 	 	 	 	 	 
	 

	 	 
	 	 	Page	 
	 
	Section 13.04.

	 	Indenture and Debt Securities to Be Construed in Accordance with the Laws
of the State of New York
	 	 	53	 
	Section 13.05.

	 	Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Company
	 	 	53	 
	Section 13.06.

	 	Payments Due on Legal Holidays
	 	 	53	 
	Section 13.07.

	 	Provisions Required by TIA to Control
	 	 	54	 
	Section 13.08.

	 	Computation of Interest on Debt Securities
	 	 	54	 
	Section 13.09.

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	54	 
	Section 13.10.

	 	No Recourse Against Others
	 	 	54	 
	Section 13.11.

	 	Severability
	 	 	54	 
	Section 13.12.

	 	Effect of Headings
	 	 	54	 
	Section 13.13.

	 	Indenture May Be Executed in Counterparts
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE XIV

	GUARANTEE

	 
	 	 	 	 	 	 
	Section 14.01.

	 	Unconditional Guarantee
	 	 	54	 
	Section 14.02.

	 	Execution and Delivery of Notation of Guarantee
	 	 	56	 
	Section 14.03.

	 	Limitation on Guarantors’ Liability
	 	 	57	 
	Section 14.04.

	 	Release of Guarantors from Guarantee
	 	 	57	 
	Section 14.05.

	 	Subsidiary Guarantor Contribution
	 	 	58	 
	
Notation of Guarantee            Annex A
	 	 	 	 






v









 





     THIS INDENTURE dated as of                     , 2009 is among NRP (Operating) LLC, a Delaware limited
liability company (the “Company”), Natural Resource Partners L.P., a Delaware limited partnership
(the “Parent Guarantor”), WPP LLC, a Delaware limited liability company, ACIN LLC, a Delaware
limited liability company, WBRD LLC, a Delaware limited liability company, Williamson Transport
LLC, a Delaware limited liability company, Little River Transport LLC, a Delaware limited liability
company, Hod LLC, a Delaware limited liability company, Shepard Boone Coal Company LLC, a Delaware
limited liability company, Gatling Mineral, LLC, a Delaware limited liability company and
Independence Land, LLC, a Delaware limited liability company (together with WPP LLC, ACIN LLC, WBRD
LLC, Williamson Transport LLC, Little River Transport LLC, Hod LLC, Shepard Boone Coal Company LLC
and Gatling Mineral, LLC, the “Subsidiary Guarantors” and together with the Parent Guarantor, the
“Guarantors”), and [                    ], a                     , as trustee (the “Trustee”).



RECITALS OF THE COMPANY AND THE GUARANTORS




     The Company and Guarantors have duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Company’s debentures, notes, bonds or other
evidences of indebtedness to be issued in one or more series unlimited as to principal amount
(herein called the “Debt Securities”), and the Guarantee by each of the Guarantors of the Debt
Securities, as in this Indenture provided.



     The Company and the Guarantors are members of the same consolidated group of companies. The
Guarantors will derive direct and indirect economic benefit from the issuance of the Debt
Securities. Accordingly, each Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its full, unconditional and joint and several guarantee of the Debt
Securities to the extent provided in or pursuant to this Indenture.



     All things necessary to make this Indenture a valid agreement of the Partnership and the
Guarantors, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH



     That in order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and of the purchase and
acceptance of the Debt Securities by the holders thereof, the Partnership, the Guarantors and the
Trustee covenant and agree with one other, for the benefit of the respective Holders from time to
time of the Debt Securities or any series thereof, as follows:



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



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



 









 







terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee
may request and may conclusively rely upon an Officers’ Certificate to determine whether any Person
is an Affiliate of any specified Person.



     “Agent” means any Registrar or paying agent.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.



     “Board of Directors” means, so long as the Parent Guarantor is the sole member of the Company,
the board of directors of the General Partner or any authorized committee of the board of directors
of the General Partner or any directors and/or officers of the General Partner to whom such board
of directors or such committee shall have duly delegated its authority to act hereunder. If the
Company shall change its form of entity to other than a limited liability company, the references
to the Board of Directors of the General Partner shall mean the board of directors (or other
comparable governing body) of the Company.



     “Business Day” means any day other than a Legal Holiday.



     The term “capital stock” of any Person means and includes any and all shares, rights to
purchase, warrants or options (whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) the equity (which includes, but is not limited
to, common stock, preferred stock and partnership and joint venture interests) of such Person
(excluding any debt securities that are convertible into, or exchangeable for, such equity).



     “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 Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by the Chairman of the Board, the President or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee, or if the Company
shall change its form of entity to other than a limited liability company, by Persons or officers,
agents and others holding positions comparable to those of the foregoing nature, as applicable.



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



     “Debt” of any Person at any date means any obligation created or assumed by such Person for
the repayment of borrowed money and any guarantee thereof.



     “Debt Security” or “Debt Securities” has the meaning stated in the first recital of this
Indenture and more particularly means any debt security or debt securities, as the case may be, of
any series authenticated and delivered under this Indenture.



2









 





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



     “Depositary” means, unless otherwise specified by the Company pursuant to either Section 2.03
or 2.15, with respect to Debt Securities of any series issuable or issued in whole or in part in
the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any
successor thereto registered as a clearing agency under the Exchange Act or other applicable
statute or regulations.



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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.



     “Floating Rate Security” means a Debt Security that provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index specified pursuant to
Section 2.03.



     “GAAP” means generally accepted accounting principles in the United States, as in effect from
time to time.



     “General Partner” means GP Natural Resource Partners LLC, a Delaware limited liability
company, and its successors as general partner of the general partner of the Parent Guarantor.



     “Global Security” means with respect to any series of Debt Securities issued hereunder, a Debt
Security which is executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and
any Indentures supplemental hereto, or resolution of the Board of Directors and set forth in an
Officers’ Certificate, which shall be registered in the name of the Depositary or its nominee and
which shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, all the Outstanding Debt Securities of such series or any portion thereof, in either
case having the same terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining interest.



     The term “guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt or other obligation of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such
Debt or other obligation of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however, that the term “guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The term “guarantee”
used as a verb has a corresponding meaning.



3









 





     “Guarantor” means each of the Parent Guarantor and the Subsidiary Guarantors.



     “Holder,” “Holder of Debt Securities” or other similar terms means, a Person in whose name a
Debt Security is registered in the Debt Security Register (as defined in Section 2.07(a)).



     “Indenture” means this instrument as originally executed, or, if amended or supplemented as
herein provided, as so amended or supplemented and shall include the form and terms of particular
series of Debt Securities as contemplated hereunder, whether or not a supplemental Indenture is
entered into with respect thereto.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of Houston or at a Place of Payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.



     “Lien” means, with respect to any asset, any mortgage, lien, security interest, pledge, charge
or other encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law.



     “Officer” means, with respect to a Person, the Chairman of the Board, the President, any Vice
President, the Treasurer, any Assistant Treasurer, Controller, Secretary, Assistant Secretary or
any Assistant Vice President of such Person.



     “Officers’ Certificate” means a certificate signed by two Officers of the Company, one of whom
must be the Company’s chief executive officer, chief financial officer or chief accounting officer
(or if the Company shall change its form of entity to other than a limited liability company, by
Persons, officers, agents and others holding positions comparable to those of the foregoing nature,
as applicable).



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.



     “Original Issue Discount Debt Security” means any Debt Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the maturity thereof pursuant to Section 6.01.



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




	 	(a)	 	Debt Securities of that series theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
	 
	 	(b)	 	Debt Securities of that series 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




4









 






	 	 	 	paying agent) for the Holders of such Debt Securities; provided, that, if
such Debt 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; and
	 
	 	(c)	 	Debt Securities of that series which have been paid pursuant to Section
2.09 or in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Company;




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon
the Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Debt Securities which a Trust Officer actually knows to be so owned shall be so
disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or an Affiliate of the Company or of such other obligor. In
determining whether the Holders of the requisite principal amount of Outstanding Debt Securities
have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Debt Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the maturity thereof pursuant
to Section 6.01.




     “Parent Guarantor” means the Person named as the “Parent Guarantor” 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 “Parent Guarantor” shall mean such successor Person.



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



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



     “SEC” means the Securities and Exchange Commission.



5









 





     “Securities Act” means the Securities Act of 1933, as amended, and any successor statute.



     “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).



     “Subsidiary” of any Person means:




	 	(1)	 	any corporation, association or other business entity of which more
than 50% of the total voting power of equity interests entitled, without regard
to the occurrence of any contingency, to vote in the election of directors,
managers, trustees or equivalent Persons thereof, is at the time of
determination owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person or a combination thereof;
or
	 
	 	(2)	 	in the case of a partnership, more than 50% of the partners’ equity
interests, considering all partners’ equity interests as a single class, is at
such time of determination owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.





     “Subsidiary Guarantors” means the Persons named as the “Subsidiary Guarantors” in the first
paragraph of this instrument, and any other Subsidiary of the Company who may execute this
Indenture, or a supplement thereto, for the purpose of providing a Guarantee of Debt Securities
pursuant to this Indenture, in each case until a successor Person or Persons shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantors”
shall mean such successor Person or Persons.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb), as in
effect on the date of this Indenture as originally executed and, to the extent required by law, as
amended.



     “Trustee” initially means [                    ] and any other Person or Persons appointed as
such from time to time pursuant to Section 7.08, and, subject to the provisions of Article VII,
includes its or their successors and assigns. If at any time there is more than one such Person,
“Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.



     “Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction.



6









 





     “U.S. Government Obligations” means direct obligations of the United States of America,
obligations on which the payment of principal and interest is fully guaranteed by the United States
of America or obligations or guarantees for the payment of which the full faith and credit of the
United States of America is pledged.



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



     Section 1.02. Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Debt Security Register”
	 	 	2.07	 
	“Defaulted Interest”
	 	 	2.17	 
	“Event of Default”
	 	 	6.01	 
	“Funding Guarantor”
	 	 	14.05	 
	“Guarantee”
	 	 	14.01	 
	“Place of Payment”
	 	 	2.03	 
	“Registrar”
	 	 	2.07	 
	“Successor Company”
	 	 	10.01	 






     Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



     All terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA have the meanings so assigned to them.



     Section 1.04. Rules of Construction. Unless the context otherwise requires:



     (a) a term has the meaning assigned to it;



     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP;



     (c) “or” is not exclusive;



     (d) words in the singular include the plural, and in the plural include the singular;



     (e) provisions apply to successive events and transactions; and



     (f) the principal amount of any noninterest 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.



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ARTICLE II

DEBT SECURITIES




     Section 2.01. Forms Generally. The Debt Securities of each series shall be in substantially the form established without the
approval of any Holder by or pursuant to a resolution of the Board of Directors or in one or more
Indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as the Company may deem appropriate (and, if not contained in a supplemental Indenture
entered into in accordance with Article IX, as are not prohibited by the provisions of this
Indenture) or as may be required or appropriate to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange on which such series of Debt
Securities may be listed, or to conform to general usage, or as may, consistently herewith, be
determined by the officers executing such Debt Securities as evidenced by their execution of the
Debt Securities.



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



     Section 2.02. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Debt Securities authenticated by the Trustee
shall be in substantially the following form:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	[                    ],

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     Section 2.03. Principal Amount; Issuable in Series. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated,
delivered and outstanding under this Indenture is unlimited.



     The Debt Securities may be issued in one or more series in fully registered form. There shall
be established, without the approval of any Holders, in or pursuant to a resolution of the Board of
Directors and set forth in an Officers’ Certificate, or established in one or more
Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or
all of the following:



     (a) the title of the Debt Securities of the series (which shall distinguish the Debt
Securities of the series from all other Debt Securities);



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     (b) any limit upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);



     (c) the date or dates on which the principal of and premium, if any, on the Debt Securities of
the series are payable;



     (d) the rate or rates (which may be fixed or variable) at which the Debt Securities of the
series shall bear interest, if any, or the method of determining such rate or rates, the date or
dates from which such interest shall accrue, the interest payment dates on which such interest
shall be payable, or the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable, or the method by which such date
will be determined; and the basis upon which interest will be calculated if other than that of a
360-day year of twelve thirty-day months;



     (e) the place or places, if any, in addition to or instead of the corporate trust office of
the Trustee, where the principal of, and premium, if any, and interest on, Debt Securities of the
series shall be payable (“Place of Payment”);



     (f) the price or prices at which, the period or periods within which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the
option of the Company or otherwise;



     (g) whether Debt Securities of the series are entitled to the benefits of the Guarantee of any
Guarantor pursuant to this Indenture;



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



     (i) the terms, if any, upon which the Debt Securities of the series may be convertible into or
exchanged for capital stock (which may be represented by depositary shares), other Debt Securities
or warrants for capital stock or Debt or other securities of any kind of the Company or any other
obligor and the terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or exchange period and
any other provision in addition to or in lieu of those described herein;



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



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



9









 





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



     (m) any changes or additions to Article XI, including the addition of additional covenants
that may be subject to the covenant defeasance option pursuant to Section 11.02(b);



     (n) if other than the principal amount thereof, the portion of the principal amount of Debt
Securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;



     (o) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the
Debt Securities of the series of any properties, assets, money, proceeds, securities or other
collateral, including whether certain provisions of the TIA are applicable and any corresponding
changes to provisions of this Indenture as currently in effect;



     (p) any addition to or change in the Events of Default with respect to the Debt Securities of
the series and any change in the right of the Trustee or the Holders to declare the principal of,
and premium and interest on, such Debt Securities due and payable;



     (q) if the Debt Securities of the series shall be issued in whole or in part in the form of a
Global Security or Securities, the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual Debt Securities in definitive
registered form; and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in addition to or in lieu
of the legend referred to in Section 2.15(a);



     (r) any trustees, authenticating or paying agents, transfer agents or registrars;



     (s) the applicability of, and any addition to or change in the covenants and definitions
currently set forth in this Indenture or in the terms currently set forth in Article X, including
conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction
of any Debt coverage standard by the Company and Successor Company (as defined in Article X);



     (t) with regard to Debt Securities of the series that do not bear interest, the dates for
certain required reports to the Trustee; and



     (u) any other terms of the Debt Securities of the series (which terms shall not be prohibited
by the provisions of this Indenture).



     All Debt Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such resolution of the Board
of Directors and as set forth in such Officers’ Certificate or in any such Indenture supplemental
hereto.



10









 





     Section 2.04. Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Company by the Chairman of the Board, the
President or a Vice President of the Company and, if the seal of the Company is reproduced thereon,
it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant
Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of
the present or any future such authorized officers and may be imprinted or otherwise reproduced on
the Debt Securities. The seal of the Company, if any, may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.



     Only such Debt Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so
authenticated has been duly authenticated and delivered hereunder.



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



     Section 2.05. Authentication and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series executed by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or
upon a Company Order. In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon:



     (a) a copy of any resolution or resolutions of the Board of Directors, certified by the
Secretary or Assistant Secretary of the General Partner, authorizing the terms of issuance of any
series of Debt Securities;



     (b) an executed supplemental Indenture, if any;



     (c) an Officers’ Certificate; and



     (d) an Opinion of Counsel prepared in accordance with Section 13.05 which shall also state:




     (i) that the form of such Debt Securities has been established by or pursuant to a
resolution of the Board of Directors or by a supplemental Indenture as permitted by Section
2.01 in conformity with the provisions of this Indenture;



11









 






     (ii) that the terms of such Debt Securities have been established by or pursuant to a
resolution of the Board of Directors or by a supplemental Indenture as permitted by Section
2.03 in conformity with the provisions of this Indenture;




     (iii) that such Debt Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms except as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability;




     (iv) that the Company has the limited liability company power to issue such Debt
Securities and has duly taken all necessary limited liability company action with respect to
such issuance;




     (v) that the issuance of such Debt Securities will not contravene the organizational
documents of the Company or result in any material violation of any of the terms or
provisions of any law or regulation or of any material indenture, mortgage or other
agreement known to such counsel by which the Company is bound;




     (vi) that authentication and delivery of such Debt Securities and the execution and
delivery of any supplemental Indenture will not violate the terms of this Indenture; and




     (vii) such other matters as the Trustee may reasonably request.



     Such Opinion of Counsel need express no opinion as to whether a court in the United States
would render a money judgment in a currency other than that of the United States.



     The Trustee shall have the right to decline to authenticate and deliver any Debt Securities
under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may
not lawfully be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors, trustees or officers (or any combination
thereof) shall determine that such action would expose the Trustee to personal liability to
existing Holders.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for
service of notices and demands.



     Unless otherwise provided in the form of Debt Security for any series, each Debt Security
shall be dated the date of its authentication.



12









 





     Section 2.06. Denomination of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such Dollar denominations
as shall be specified or contemplated by Section 2.03. In the absence of any such specification
with respect to the Debt Securities of any series, the Debt Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.



     Section 2.07. Registration of Transfer and Exchange.



     (a) The Company shall keep or cause to be kept a register for each series of Debt Securities
issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in this Article II
provided. At all reasonable times the Debt Security Register shall be open for inspection by the
Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Debt
Security at any office or agency to be maintained by the Company in accordance with the provisions
of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Debt Security or Debt Securities of authorized
denominations for a like aggregate principal amount. In no event may Debt Securities be issued as,
or exchanged for, bearer securities.



     Unless and until otherwise determined by the Company by resolution of the Board of Directors,
the Debt Security Register shall be kept at the principal corporate trust office of the Trustee
and, for this purpose, the Trustee shall be designated “Registrar.”



     Debt Securities of any series (other than a Global Security, except as set forth below) may be
exchanged for a like aggregate principal amount of Debt Securities of the same series of other
authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be
surrendered at the office or agency to be maintained by the Company as provided in Section 4.02,
and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to
receive.



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



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



     No service charge shall be made for any exchange or registration of transfer of Debt
Securities (except as provided by Section 2.09), but the Company may require payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in



13









 







relation thereto, other than those expressly provided in this Indenture to be made at the Company’s
own expense or without expense or without charge to the Holders.



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



     Prior to the due presentation for registration of transfer of any Debt Security, the Company,
the Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in
whose name a Debt Security is registered as the absolute owner of such Debt Security for the
purpose of receiving payment of or on account of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever,
whether or not such Debt Security is overdue, and none of the Company, the Guarantors, the Trustee,
any paying agent or any Registrar shall be affected by notice to the contrary.



     None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent
or any Registrar will have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.



     Section 2.08. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and
the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed,
photocopied, typewritten or otherwise produced) of any authorized denomination, and substantially
in the form of the definitive Debt Securities in lieu of which they are issued, in registered form
with such omissions, insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company with the concurrence of the Trustee. Temporary Debt
Securities may contain such reference to any provisions of this Indenture as may be appropriate.
Every temporary Debt Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Debt Securities.



     If temporary Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Debt Securities of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Company at a Place of Payment for
such series, without charge to the Holder thereof, except as provided in Section 2.07 in connection
with a transfer. Upon surrender for cancellation of any one or more temporary Debt Securities of
any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities
of such series.



14









 





     Upon any exchange of a portion of a temporary Global Security for a definitive Global Security
or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section
2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of
the principal amount evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount to be exchanged and endorsed.



     Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a) any mutilated Debt Security is surrendered to the Trustee at its corporate trust office
or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Debt Security, and there is delivered to the Company and the Trustee such security
or indemnity as may be required by them to save each of them and any paying agent harmless, and
neither the Company nor the Trustee receives notice that such Debt Security has been acquired by a
protected purchaser, then the Company shall execute and, upon a Company Order, the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and
principal amount, bearing a number not contemporaneously Outstanding. Upon the issuance of any
substituted Debt Security, the Company or the Trustee may require the payment of a sum sufficient
to cover any tax, fee, assessment or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith. In case any Debt Security which has matured or
is about to mature or which has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a mutilated Debt Security)
if the applicant for such payment shall furnish the Company and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.



     Every substituted Debt Security of any series issued pursuant to the provisions of this
Section 2.09 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall
constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other Debt Securities
of that series duly issued hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.



     Section 2.10. Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to the Company or any paying agent or a Registrar, be delivered to the
Trustee for cancellation by it, or if surrendered to the Trustee, shall be canceled by it, and no
Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention



15









 







requirements of the Exchange Act) and certification of their
destruction delivered to the Company, unless otherwise directed. On request of the Company, the
Trustee shall deliver to the Company canceled Debt Securities held by the Trustee. If the Company
shall acquire any of the Debt Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the Debt represented thereby unless and until the same are delivered
or surrendered to the Trustee for cancellation. The Company may not issue new Debt Securities to
replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation.



     Section 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the
Parties and the Holders. Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be
construed to give to any Person, other than the parties hereto, the Holders or any Registrar or
paying agent, any legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all its covenants, conditions and
provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and
paying agents.



     Section 2.12. Payment of Interest; Interest Rights Preserved.



     (a) Interest on any Debt Security that is payable and is punctually paid or duly provided for
on any interest payment date shall be paid to the Person in whose name such Debt Security is
registered at the close of business on the regular record date for such interest notwithstanding
the cancellation of such Debt Security upon any transfer or exchange subsequent to the regular
record date. Payment of interest on Debt Securities shall be made at the corporate trust office of
the Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of the
Company, by check mailed to the address of the Person entitled thereto as such address shall appear
in the Debt Security Register or, if provided pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Holder by wire transfer to an
account designated by the Holder.



     (b) Subject to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt
Security of a particular series delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.



     Section 2.13. Securities Denominated in Dollars. Except as otherwise specified pursuant to Section 2.03 for Debt Securities of any series,
payment of the principal of, and premium, if any, and interest on, Debt Securities of such series
will be made in Dollars.



16









 





     Section 2.14. Wire Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Company may make any
payment of money required to be deposited with the Trustee on account of principal of, or premium,
if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory redemption
payments, interest payments or otherwise) by wire transfer in immediately available funds to an
account designated by the Trustee by 11:00 a.m., New York City time, on the date such money is to
be paid to the Holders of the Debt Securities in accordance with the terms hereof.



     Section 2.15. Securities Issuable in the Form of a Global Security.



     (a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities
of a particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with
Section 2.05, authenticate and deliver, such Global Security or Securities, which shall represent,
and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding
Debt Securities of such series to be represented by such Global Security or Securities, or such
portion thereof as the Company shall specify in an Officers’ Certificate, shall be registered in
the name of the Depositary for such Global Security or Securities or its nominee, shall be
delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction
and shall bear a legend substantially to the following effect:



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



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC 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 HEREIN,”
or such other legend as may then be required by the Depositary for such Global Security or
Securities.



     (b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the
contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in part for definitive
Debt Securities in registered form, a Global Security may be transferred, in whole but not in part



17









 







and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary
for such Global Security, or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for
such Global Security selected or approved by the Company, or to a nominee of such successor
Depositary.




(c) (i) If at any time the Depositary for a Global Security or Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such Global Security or
Securities or if at any time the Depositary for the Debt Securities for such series shall no
longer be eligible or in good standing under the Exchange Act or other applicable statute,
rule or regulation, the Company shall appoint a successor Depositary with respect to such
Global Security or Securities. If a successor Depositary for such Global Security or
Securities is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee or
its agent, upon receipt of a Company Order for the authentication and delivery of such
individual Debt Securities of such series in exchange for such Global Security or
Securities, will authenticate and deliver, individual Debt Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security or Securities in exchange for such Global Security or
Securities.




(ii) The Company may at any time and in its sole discretion determine that the Debt
Securities of any series or portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or Securities. In
such event the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Debt Securities of such series in exchange in
whole or in part for such Global Security or Securities, will authenticate and deliver
individual Debt Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such series or portion thereof
in exchange for such Global Security or Securities.




(iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt
Securities issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in part for
individual Debt Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon the
Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series shall authenticate
and deliver, without service charge, to each Person specified by such Depositary a new Debt
Security or Securities of the same series of like tenor and
terms and of any authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the Global
Security; and to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities delivered
to Holders thereof.



18









 






(iv) In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee or its agent will authenticate and deliver individual Debt
Securities. Upon the exchange of the entire principal amount of a Global Security for
individual Debt Securities, such Global Security shall be canceled by the Trustee or its
agent. Except as provided in the preceding paragraph, Debt Securities issued in exchange
for a Global Security pursuant to this Section 2.15 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee or the Registrar. The Trustee or the Registrar shall deliver such Debt Securities
to the Persons in whose names such Debt Securities are so registered.




(v) Payments in respect of the principal of and interest on any Debt Securities issued in
global form and registered in the name of the Depositary or its nominee will be payable to
the Depositary or such nominee in its capacity as the registered owner of such Global
Security. The Company, the Guarantors and the Trustee may treat the Person in whose name
the Debt Securities, including the Global Security, are registered as the owner thereof for
the purpose of receiving such payments and for any and all other purposes whatsoever. None
of the Company, the Guarantors, the Trustee, any Registrar, the paying agent or any agent of
the Company, the Guarantors or the Trustee will have any responsibility or liability for
any aspect of the records relating to or payments made on account of the beneficial
ownership interests of the Global Security by the Depositary or its nominee or any of the
Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing
any records of the Depositary, its nominee or any of its direct or indirect participants
relating to the beneficial ownership interests of the Global Security, the payments to the
beneficial owners of the Global Security of amounts paid to the Depositary or its nominee,
or any other matter relating to the actions and practices of the Depositary, its nominee or
any of its direct or indirect participants. None of the Company, the Guarantors, the
Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or
any of its direct or indirect participants in identifying the beneficial owners of the Debt
Securities, and the Company and the Trustee may conclusively rely on, and will be protected
in relying on, instructions from the Depositary or its nominee for all purposes (including
with respect to the registration and delivery, and the respective principal amounts, of the
individual Debt Securities to be issued).



     Section 2.16. Medium Term Securities. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee
an Officers’ Certificate, resolutions of the Board of Directors, supplemental Indenture, Opinion
of Counsel or written order or any other document otherwise required pursuant to Section 2.01,
2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security of such series
if such documents are delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first such Debt Security of such series to be issued; provided, that any
subsequent request by the Company to the Trustee to authenticate Debt Securities of such series
upon original issuance shall constitute a representation and warranty by the Company that, as of
the date of such request, the statements made in the Officers’ Certificate delivered pursuant to
Section 2.05 or 13.05 shall be true and correct as if made on such date and that the Opinion of
Counsel delivered at or prior to such time



19









 







of authentication of an original issuance of Debt
Securities shall specifically state that it shall relate to all subsequent issuances of Debt
Securities of such series that are identical to the Debt Securities issued in the first issuance of
Debt Securities of such series.



     A Company Order delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph, may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time upon
the telephonic or written order of Persons designated in such written order (any such telephonic
instructions to be promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental Indenture or
resolution of the Board of Directors relating to such written order, such terms and conditions of
such Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such
resolution.



     Section 2.17. Defaulted Interest. Any interest on any Debt Security of a particular series which is payable, but is not punctually
paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such
series and in this Indenture (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder thereof on the relevant record date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in
clause (i) or (ii) below:




     (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debt Securities of such series 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 such Debt Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 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 mailed, first class postage pre-paid, to
each Holder thereof at its address as it appears in the Debt Security Register, not less
than 10 days prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Debt Securities of such
series are registered at the close of business on such special record date.




     (ii) The Company may make payment of any Defaulted Interest on the Debt Securities of
such series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debt Securities of such series may



20









 







be listed, and upon such
notice as may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.



     Section 2.18. CUSIP and ISIN Numbers. The Company in issuing the Debt Securities may use “CUSIP” and corresponding “ISIN” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” and corresponding “ISIN” numbers
in notices of redemption as a convenience to Holders; provided that any such notice may state that
no representation is made as to the accuracy of such numbers either as printed on the Debt
Securities or as contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will promptly notify the
Trustee in writing of any change in the “CUSIP” and “ISIN” numbers.



ARTICLE III

REDEMPTION OF DEBT SECURITIES




     Section 3.01. Applicability of Article. The provisions of this Article shall be applicable to the Debt Securities of any series which
are redeemable before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.



     Section 3.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all or, as the case may be, any
part of the Debt Securities of any series in accordance with their terms, by resolution of the
Board of Directors or a supplemental Indenture, the Company shall fix a date for redemption and
shall give notice of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in
part, in the manner provided in Section 13.03; provided, however, such notice may be given more
than 60 days prior to the Redemption Date if the notice is given in connection with a satisfaction
and discharge pursuant to Section 11.02(a). The notice if given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the Holder receives such
notice. In any case, failure to give such notice or any defect in the notice to the
Holder of any Debt Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Debt Security of such
series.



     Each such notice of redemption shall specify (i) the Redemption Date, (ii) the redemption
price at which Debt Securities of such series are to be redeemed (or the method of calculating such
redemption price), (iii) the Place or Places of Payment that payment will be made upon presentation
and surrender of such Debt Securities, (iv) that any interest accrued to the Redemption Date will
be paid as specified in said notice, (v) that the redemption is for a sinking fund payment (if
applicable), (vi) that, unless otherwise specified in such notice, if the Company defaults in
making such redemption payment, the paying agent is prohibited from making such payment pursuant to
the terms of this Indenture, (vii) that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, (viii) that in the case of Original Issue
Discount Securities original issue discount accrued after the Redemption Date will cease to accrue,
(ix) the terms of the Debt  Securities of that series pursuant to which the Debt



21









 








Securities of that
series are being redeemed and (x) that no representation is made as to the correctness or accuracy
of the CUSIP or ISIN number, if any, listed in such notice or printed on the Debt Securities of
that series. If less than all the Debt Securities of a series are to be redeemed at any time, the
notice of redemption shall specify the certificate numbers of the Debt Securities of that series to
be redeemed. In case any Debt Security of a series is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be redeemed and shall state
that on and after the Redemption Date, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series in principal amount equal to the unredeemed portion thereof, will be
issued.



     At least five days before giving of any notice of redemption, unless the Trustee consents to a
shorter period, the Company shall give written notice to the Trustee of the Redemption Date, the
principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’
Certificate and an Opinion of Counsel from the Company to the effect that such redemption will
comply with the conditions herein, and such notice may be revoked at any time prior to the giving
of a notice of redemption to the Holders pursuant to this Section 3.02. If fewer than all the Debt
Securities of a series are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given in writing to the Trustee, which record date shall be not less
than 15 days after the date of notice to the Trustee.



     By 11 a.m., New York City time, on the Redemption Date for any Debt Securities, 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) an amount of money in Dollars (except as provided
pursuant to Section 2.03) sufficient to pay the redemption price of such Debt Securities or any
portions thereof that are to be redeemed on that date, together with any interest accrued to the
Redemption Date.



     If less than all the Debt Securities of like tenor and terms of a series are to be redeemed
(other than pursuant to a mandatory sinking fund), the Trustee shall select, on a pro rata basis,
by lot or by such other method as in its sole discretion it shall deem appropriate and fair, the
Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any
case where more than one Debt Security of such series is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so registered as if it were
represented by one Debt Security of such series. The Trustee shall promptly notify the Company in
writing of the Debt Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security
called for redemption shall not be so paid upon surrender thereof on such Redemption Date, the
principal, premium, if any, and interest shall bear interest until paid from the Redemption Date at
the rate borne by the Debt Securities of that series. If less than all the Debt Securities of
unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt
Securities called for redemption also apply to portions of Debt Securities called for redemption.



     Section 3.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 3.02, the Debt Securities or
portions of Debt



22









 







Securities of the series with respect to which such notice has been given shall
become due and payable on the date and at the Place or Places of Payment stated in such notice at
the applicable redemption price, together with any interest accrued to the Redemption Date, and on
and after said date (unless the Company shall default in the payment of such Debt Securities at the
applicable redemption price, together with any interest accrued to said date) any interest on the
Debt Securities or portions of Debt Securities of any series so called for redemption shall cease
to accrue, and any original issue discount in the case of Original Issue Discount Securities shall
cease to accrue. On presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified portions thereof shall
be paid and redeemed by the Company at the applicable redemption price, together with any interest
accrued thereon to the Redemption Date.



     Any Debt Security that is to be redeemed only in part shall be surrendered at the Place of
Payment with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the Registrar 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 Debt Security
without service charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Debt Security so
surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Security, without service
charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered. In the case of a Debt Security providing
appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.



     Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to
as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series, resolution of the Board of Directors or a
supplemental Indenture is herein referred to as an “optional sinking fund payment.”



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Debt Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Debt
Securities of that series theretofore purchased or otherwise acquired by the Company or (b) receive
credit for the principal amount of Debt Securities of that series which have been redeemed either
at the election of the Company pursuant to the terms of such Debt Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Debt
Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Debt Securities, resolution or supplemental
Indenture for redemption through operation of the sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.



23









 





     Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, any resolution
or supplemental Indenture, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt
Securities of that series pursuant to this Section 3.05 (which Debt Securities, if not previously
redeemed, will accompany such certificate) and whether the Company intends to exercise its right to
make any permitted optional sinking fund payment with respect to such series. Such certificate
shall also state that no Event of Default has occurred and is continuing with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated
to make the cash payment or payments therein referred to, if any, by 11 a.m., New York City time,
on the next succeeding sinking fund payment date. Failure of the Company to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph) shall not constitute a
Default, but such failure shall require that the sinking fund payment due on the next succeeding
sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to
redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment
without the option to deliver or credit Debt Securities as provided in this Section 3.05 and
without the right to make any optional sinking fund payment, if any, with respect to such series.



     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
(or a lesser sum if the Company shall so request) with respect to the Debt Securities of any
particular series shall be applied by the Trustee on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment date, on the sinking
fund payment date following the date of such payment) to the redemption of
such Debt Securities at the redemption price specified in such Debt Securities, resolution or
supplemental Indenture for operation of the sinking fund together with any accrued interest to the
date fixed for redemption. Any sinking fund money not so applied or allocated by the Trustee to
the redemption of Debt Securities shall be added to the next cash sinking fund payment received by
the Trustee for such series and, together with such payment, shall be applied in accordance with
the provisions of this Section 3.05. Any and all sinking fund money with respect to the Debt
Securities of any particular series held by the Trustee on the last sinking fund payment date with
respect to Debt Securities of such series and not held for the payment or redemption of particular
Debt Securities shall be applied by the Trustee, together with other money, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of
that series at its Stated Maturity.



     The Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in the last paragraph of Section 3.02, and the Company shall cause
notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the
notice of redemption shall also state that the Debt Securities are being redeemed by operation of
the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Section 3.03.



     The Trustee shall not redeem any Debt Securities of a series with sinking fund money or mail
any notice of redemption of such Debt Securities by operation of the sinking fund for such



24









 







series
during the continuance of a Default in payment of interest on such Debt Securities or of any Event
of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid,
any money in the sinking fund for such series at the time when any such Default or Event of Default
shall occur and any money thereafter paid into such sinking fund shall, during the continuance of
such Default or Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Default or Event of Default shall have been cured or waived as
provided herein, such money shall thereafter be applied on the next sinking fund payment date for
such Debt Securities on which such money may be applied pursuant to the provisions of this Section
3.05.



ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY




     Section 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt
Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or
cause to be paid the principal of, and premium, if any, and interest on, each of the Debt
Securities at the place, at the respective times and in the manner provided herein or in the Debt
Securities. Each installment of interest on the Debt Securities (other than those represented by a
Global Security) may at the Company’s option be paid by mailing checks for such interest
 payable to the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as
it appears on the Debt Security Register.



     Principal of and premium and interest on Debt Securities of any series shall be considered
paid on the date due if, by 11 a.m., New York City time, on such date the Trustee or any paying
agent holds in accordance with this Indenture money sufficient to pay all principal, premium and
interest then due.



     The Company shall pay interest on overdue principal or premium, if any, at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.



     Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange
and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities an office
or agency where Debt Securities of such series may be presented or surrendered for payment, and it
shall also maintain (in or outside such Place of Payment) an office or agency where Debt Securities
of such series may be surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities of such series and this Indenture may be served.
Initially, such office or agency shall be the office of the Trustee at [                    ].
The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the office of the Trustee
where its






25









 









corporate trust business is principally administered in the United States, and the
Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices
and demands.



     The Company may also from time to time designate different or additional offices or agencies
to be maintained for such purposes (in or outside of such Place of Payment), and may from time to
time rescind any such designation; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional designation or
rescission of designation and any change in the location of any such different or additional office
or agency.



     Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a
Trustee hereunder with respect to each series of Debt Securities.



     Section 4.04. Duties of Paying Agents, etc. The Company shall cause each paying agent, if any, other than the Trustee, to execute and
deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to
the provisions of this Section 4.04,




     (i) that it will hold all sums held by it as such agent for the payment of the
principal of, and premium, if any, or interest on, the Debt Securities of any series
(whether such sums have been paid to it by the Company or by any other obligor on the Debt
Securities of such series) in trust for the benefit of the Holders of the Debt Securities of
such series;




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




     (iii) that it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such
agent.



     (b) If the Company shall act as its own paying agent, it will, by 11 a.m., New York City time,
on each due date of the principal of, and premium, if any, or interest on, the Debt Securities of
any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt
Securities of such series a sum sufficient to pay such principal, premium, if any, or interest so
becoming due. The Company will promptly notify the Trustee of any failure by the Company to take
such action or the failure by any other obligor on such Debt Securities to make any payment of the
principal of, and premium, if any, or interest on, such Debt Securities when the same shall be due
and payable.



     (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying 

26









 







agent, as
required by this Section 4.04, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such paying agent.



     (d) Whenever the Company shall have one or more paying agents with respect to any series of
Debt Securities, it will, prior to each due date of the principal of, and premium, if any, or
interest on, any Debt Securities of such series, deposit with any such paying agent a sum
sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.



     (e) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 4.04 is subject to the provisions of Section 11.05.



     Section 4.05. SEC Reports; Financial Statements.



     (a) The Parent Guarantor shall, so long as any of the Debt Securities are Outstanding, file
with the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports
and the information, documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) that the Parent Guarantor is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Parent Guarantor
is not subject to the requirements of such Section 13 or 15(d), the Parent Guarantor
shall file with the Trustee, within 15 days after it would have been required to file the same
with the SEC, financial statements, including any notes thereto (and with respect to annual
reports, an auditors’ report by a firm of established national reputation), and a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” both comparable to that
which the Parent Guarantor would have been required to include in such annual reports, information,
documents or other reports if the Parent Guarantor had been subject to the requirements of such
Section 13 or 15(d). The Guarantors and the Company shall also comply with the provisions of TIA
Section 314(a).



     (b) If the Parent Guarantor is required to furnish annual or quarterly reports to its capital
stockholders pursuant to the Exchange Act, the Parent Guarantor shall, so long as any of the Debt
Securities are outstanding, cause any annual report furnished to its capital stockholders generally
and any quarterly or other financial reports furnished by it to its capital stockholders generally
to be filed with the Trustee and mailed to the Holders in the manner and to the extent provided in
Section 5.03.



     (c) The Parent Guarantor shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to deliver to Holders
under this Section.



     Section 4.06. Compliance Certificate.



     (a) The Company shall, so long as any of the Debt Securities are Outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’
Certificate, on behalf of itself and each of the Guarantors, stating that a review of the
activities of the Parent Guarantor and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers of the Company with a view to determining
whether each



27









 







of the Company and the Guarantors has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge each of the Company and the Guarantors has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and conditions hereof,
without regard to any grace period or requirement of notice required by this Indenture (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company or any Guarantor is taking or
proposes to take with respect thereto).



     (b) The Company shall, so long as any of the Debt Securities are Outstanding, deliver to the
Trustee within 30 days after the occurrence of any Default or Event of Default under this
Indenture, an Officers’ Certificate specifying such Default or Event of Default, the status thereof
and what curative action the Company is taking or proposes to take with respect thereto.



     Section 4.07. Further Instruments and Acts. The Company will, upon request of the Trustee, execute and deliver such further instruments and
do such further acts as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.



     Section 4.08. Existence. Except as permitted by Article X hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and all rights (charter and
statutory) and franchises of the Company, provided that the Company shall not be required to
preserve any such right or franchise, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company.



     Section 4.09. Maintenance of Properties. The Company shall cause all properties owned by the Company or any of its Subsidiaries or used
or held for use in the conduct of its business or the business of any such Subsidiary to be
maintained and kept in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the
business of any such Subsidiary and not disadvantageous in any material respect to the Holders.



     Section 4.10. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the
Company or any of its Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries, and (ii) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a Lien upon the property of the Company or any of its Subsidiaries; provided
that the Company shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.



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     Section 4.11. Waiver of Certain Covenants. The Company and the Guarantors may, with respect to the Debt Securities of any series, omit in
any particular instance to comply with any covenant set forth in this Article IV (except Sections
4.01 through 4.08) or made applicable to such Debt Securities pursuant to Section 2.03, if, before
or after the time for such compliance, the Holders of at least a majority in principal amount of
the Outstanding Debt Securities of each series affected, waive such compliance in such instance
with such covenant, but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the Subsidiary Guarantors and the duties of the Trustee in respect of any such covenant shall
remain in full force and effect.



ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE




     Section 5.01. Company to Furnish Trustee Information as to Names and Addresses of Holders;
Preservation of Information. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee
with respect to the Debt Securities of each series:



     (a) not more than 10 days after each record date with respect to the payment of interest, if
any, a list, in such form as the Trustee may reasonably require, of the names and addresses of the
Holders as of such record date, and



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



provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be
required to be furnished.



     The Trustee shall preserve, in as current a form as is reasonably practicable, all information
as to the names and addresses of the Holders (i) contained in the most recent list furnished to it
as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or
Registrar (if so acting) hereunder.



     The Trustee may destroy any list furnished to it as provided in this Section 5.01 upon receipt
of a new list so furnished.



     Section 5.02. Communications to Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to
their rights under this Indenture or the Debt Securities. The Company, the Trustee, the Registrar
and anyone else shall have the protection of Section 312(c) of the TIA.



     Section 5.03. Reports by Trustee. Within 60 days after each January 31, beginning with the first January 31 following the date of
this Indenture, and in any event on or before April 1 in each year, the Trustee shall mail to
Holders a brief report dated as of such January 31 that complies with TIA Section 313(a); provided,
however, that if no event described in TIA



29









 







Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted. The Trustee also shall comply with
TIA Section 313(b).



     Reports pursuant to this Section 5.03 shall be transmitted by mail:



     (a) to all Holders, as the names and addresses of such Holders appear in the Debt Security
Register; and



     (b) except in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a
Debt Security of any series whose name and address appear in the information preserved at the time
by the Trustee in accordance with Section 5.01.



     A copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange (if any) on which the Debt Securities of any series are listed. The Company
agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on
any stock exchange and of any delisting thereof.



     Section 5.04. Record Dates for Action by Holders. If the Company shall solicit from the Holders of Debt Securities of any series any action
(including the making of any demand or request, the giving of any direction, notice, consent or
waiver or the taking of any other action), the Company may, at its option, by resolution of the
Board of Directors, fix in advance a record date for the determination of Holders of Debt
Securities entitled to take such action, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the Holders of Debt
Securities of record at the close of business on such record date shall be deemed to be Holders of
Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt
Securities of such series Outstanding have authorized or agreed or consented to such action, and
for that purpose the Debt Securities of such series Outstanding shall be computed as of such record
date.



ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT




     Section 6.01. Events of Default. If any one or more of the following shall have occurred and be continuing with respect to Debt
Securities of any series (each of the following, an “Event of Default”):



     (a) default in the payment of any installment of interest upon any Debt Securities of that
series as and when the same shall become due and payable, and continuance of such default for a
period of 30 days; or



     (b) default in the payment of the principal of or premium, if any, on any Debt Securities of
that series as and when the same shall become due and payable, whether at Stated Maturity, upon
redemption, by declaration, upon required repurchase or otherwise; or



     (c) default in the payment of any sinking fund payment with respect to any Debt Securities of
that series as and when the same shall become due and payable; or



30









 





     (d) failure on the part of the Company, or if any series of Debt Securities Outstanding under
this Indenture is entitled to the benefits of a Guarantee, any of the Guarantors, duly to observe
or perform any other of the covenants or agreements on the part of the Company, or, if applicable,
any of the Guarantors, in the Debt Securities of that series, in any resolution of the Board of
Directors authorizing the issuance of that series of Debt Securities, in this Indenture
with respect to such series or in any supplemental Indenture with respect to such series
(other than a covenant a default in the performance of which is elsewhere in this Section
specifically dealt with), continuing for a period of 60 days after the date on which written notice
specifying such failure and requiring the Company, or if applicable, the Guarantor, to remedy the
same shall have been given, to the Company, or if applicable, the Guarantor, by the Trustee or to
the Company, or if applicable, the Guarantor, and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Debt Securities of that series at the time Outstanding; or



     (e) the Company, or if any series of Debt Securities Outstanding under this Indenture is
entitled to the benefits of a Guarantee, any of the Guarantors, pursuant to or within the meaning
of any Bankruptcy Law,




     (i) commences a voluntary case,




     (ii) consents to the entry of an order for relief against it in an involuntary case,




     (iii) consents to the appointment of a Custodian of it or for all or substantially all
of its property; or




     (iv) makes a general assignment for the benefit of its creditors;



     (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




     (i) is for relief against the Company, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the Guarantors, as
debtor in an involuntary case,




     (ii) appoints a Custodian of the Company, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee, any of the
Guarantors, or a Custodian for all or substantially all of the property of the Company, or
if applicable, any of the Guarantors, or




     (iii) orders the liquidation of the Company, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee, any of the
Guarantors,


and the order or decree remains unstayed and in effect for 60 days;




     (g) if any series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of a Guarantee, the Guarantee of any of the Guarantors ceases to be in full force and
effect with respect to Debt Securities of that series (except as otherwise provided in this



31









 







Indenture) or is declared null and void in a judicial proceeding or any of the Guarantors denies or
disaffirms its obligations under this Indenture or such Guarantee; or



     (h) any other Event of Default provided with respect to Debt Securities of that series;


then and in each and every case that an Event of Default described in clause (a), (b), (c), (d),
(g), or (h) with respect to Debt Securities of that series at the time Outstanding occurs and is
continuing, unless the principal of, premium, if any, and interest on all the Debt Securities of
that series shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series), premium, if any, and accrued and unpaid interest on all the Debt Securities of that
series to be due and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Debt Securities of that
series contained to the contrary notwithstanding. If an Event of Default described in clause (e)
or (f) occurs, then and in each and every such case, unless the principal of and interest on all
the Debt Securities shall have become due and payable, the entire principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the principal amount as may
be specified in the terms of that series), premium, if any, and accrued and unpaid interest on all
the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holders, anything in
this Indenture or in the Debt Securities contained to the contrary notwithstanding.




     The Holders of a majority in aggregate principal amount of the Debt Securities of a particular
series by written notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction
already rendered and if all existing Events of Default with respect to Debt Securities of that
series have been cured or waived except nonpayment of principal, premium, if any, or interest that
has become due solely because of acceleration. Upon any such rescission, the parties hereto shall
be restored respectively to their several positions and rights hereunder, and all rights, remedies
and powers of the parties hereto shall continue as though no such proceeding had been taken.



     Section 6.02. Collection of Debt by Trustee, etc.
If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid or enforce the performance of any
provision of the Debt Securities of the affected series or this Indenture, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such judgment or final
decree against any of the Guarantors or the Company or any other obligor upon the Debt Securities
of such series (and collect in the manner provided by law out of the property of any of the
Guarantors or the Company or any other obligor upon the Debt Securities of such series wherever
situated the money adjudged or decreed to be payable).



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     In case there shall be pending proceedings for the bankruptcy or for the reorganization of any
of the Guarantors or the Company or any other obligor upon the Debt Securities of any series under
any Bankruptcy Law, or in case a Custodian shall have been appointed for its property, or in case
of any other similar judicial proceedings relative to any of the Guarantors or the Company or any
other obligor upon the Debt Securities of any series, its creditors or its
property, the Trustee, irrespective of whether the principal of Debt Securities of any series
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if
the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and unpaid in respect of
the Debt Securities of such series, and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the Holders thereof allowed in any such judicial proceedings
relative to any of the Guarantors or the Company, or any other obligor upon the Debt Securities of
such series, its creditors or its property, and to collect and receive any money or other property
payable or deliverable on any such claims, and to distribute all amounts received with respect to
the claims of such Holders and of the Trustee on their behalf, and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of such Holders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments
directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.



     All rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities of any series, may be enforced by the Trustee without the possession of any such Debt
Securities, or the production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment (except for any amounts payable to the Trustee
pursuant to Section 7.06) shall be for the ratable benefit of the Holders of all the Debt
Securities in respect of which such action was taken.



     In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.



     Section 6.03. Application of Money Collected by Trustee. Any money or other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities of any series shall be applied, in the order following, at the date or dates fixed
by the Trustee for the



33









 







distribution of such money or other property, upon presentation of the
several Debt Securities of such series in respect of which money or other property have been
collected, and the notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:



     FIRST: To the payment of all money due the Trustee pursuant to Section 7.06;



     SECOND: In case the principal of the Outstanding Debt Securities in respect of which such
money has been collected shall not have become due, to the payment of interest on the Debt
Securities of such series in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount
Debt Securities) borne by the Debt Securities of such series, such payments to be made ratably to
the Persons entitled thereto, without discrimination or preference;



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



     FOURTH: The remainder, if any, shall be paid to any of the Guarantors or the Company, as
applicable, its successors or assigns, or to whomsoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct.



     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.03. At least 15 days before such record date, the Company shall mail to each Holder and
the Trustee a notice that states the record date, the payment date and amount to be paid.



     Section 6.04. Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have made written request
upon the Trustee to institute such action or proceedings in respect of such Event of Default in its
own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or
security as



34









 







it may require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity or security shall have failed to institute any such action or proceedings
and no direction inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the
Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders
shall have any right in any manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common benefit of all such
Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every
Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.



     Notwithstanding any other provision in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section
2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt
Security, and to institute suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



     Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
Default. All powers and remedies given by this Article VI to the Trustee or to the Holders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or
power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.



     Section 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to
Direct Trustee and to Waive Default. The Holders of not less than a majority in aggregate principal amount of the Debt Securities of
any series at the time Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any right, trust
or power conferred on the Trustee, with respect to the Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in accordance with law and the provisions
of this Indenture, and that subject to the provisions of Section 7.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee being advised by counsel shall
determine that the action so directed may not lawfully be taken or is inconsistent with any
provision of this Indenture, or if the Trustee shall by a responsible officer or officers determine
that the action so directed would involve it in personal liability or would be unduly prejudicial
to Holders of Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing contained in this Indenture shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with such direction by
such
Holders. The Holders of not less than a majority in aggregate principal amount of the Debt
Securities of that series at the time Outstanding may on



35









 







behalf of the Holders of all the Debt
Securities of that series waive any past Default or Event of Default and its consequences for that
series, except a Default or Event of Default in the payment of the principal of, and premium, if
any, or interest on, any of the Debt Securities and a Default or Event of Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the
Guarantors, the Company, the Trustee and the Holders of the Debt Securities of that series shall be
restored to their former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon.



     Section 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice
in Certain Circumstances. The Trustee shall, within 90 days after the occurrence of a Default known to it with respect to
a series of Debt Securities, give to the Holders thereof, in the manner provided in Section 13.03,
notice of all Defaults with respect to such series known to the Trustee, unless such Defaults shall
have been cured or waived before the giving of such notice; provided, that, except in the case of
Default in the payment of the principal of, or premium, if any, or interest on, any of the Debt
Securities of such series or in the making of any sinking fund payment with respect to the Debt
Securities of such series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a committee of directors or responsible
officers, of the Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders thereof.



     Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits under the
Indenture or Against the Trustee. All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit in the manner and to the extent provided in the TIA,
and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this
Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 25 percent in principal amount of
the Outstanding Debt Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt
Security on or after the due date for such payment expressed in such Debt Security.



ARTICLE VII

CONCERNING THE TRUSTEE




     Section 7.01. Certain Duties and Responsibilities. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of
all Events of Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture,



36









 







and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his own affairs.



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



     (a) this paragraph shall not be construed to limit the effect of the first paragraph of this
Section 7.01;



     (b) prior to the occurrence of an Event of Default with respect to the Debt Securities of a
series and after the curing or waiving of all Events of Default with respect to such series which
may have occurred:




     (i) the duties and obligations of the Trustee with respect to Debt Securities of any
series shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations with
respect to such series as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to such series shall be read into this Indenture
against the Trustee;




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




     (iii) the Trustee shall not be liable for an error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and




     (iv) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it with respect to Debt Securities of any series in good faith in accordance with
the direction of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Debt Securities of that series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to Debt
Securities of such series.



     None of the provisions of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any personal financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.



37









 





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



     Section 7.02. Certain Rights of Trustee. Except as otherwise provided in Section 7.01:



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



     (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Order or Company Request (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of
the General Partner;



     (c) the Trustee may consult with counsel, 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 or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel;



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



     (e) the Trustee shall not be liable for any action taken or omitted 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;



     (f) prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval or other paper or document, unless requested
in writing to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is not, in the opinion of the Trustee,
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a
condition to so proceeding, and the reasonable expense of every such investigation shall be paid by
the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;



38









 





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



     (h) if any property other than cash shall at any time be subject to a Lien in favor of the
Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of
competent jurisdiction or by the supplemental instrument subjecting such property to such Lien,
shall be entitled to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.



     Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities. The recitals contained herein, in the Debt Securities (except the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debt Securities of any series, except that the
Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Debt Securities and perform its obligations hereunder, and that the statements made by it or to
be made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company
are true and accurate. The Trustee shall not be accountable for the use or application by the
Company of any of the Debt Securities or of the proceeds thereof.



     Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities. The Trustee or any paying agent or Registrar, in its individual or any other capacity, may
become the owner or pledgee of Debt Securities and subject to the provisions of the TIA relating to
conflicts of interest and preferential claims may otherwise deal with the Company with the same
rights it would have if it were not Trustee, paying agent or Registrar.



     Section 7.05. Money Received by Trustee to Be Held in Trust. Subject to the provisions of Section 11.05, all money received by the Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which it was received, but
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. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any such money shall be paid
from time to time to the Company upon a Company Order.



     Section 7.06. Compensation and Reimbursement. The Company covenants and agrees to pay in Dollars to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder
(which shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust), including, without limitation, paying agent and Registrar, and, except as
otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ), including without limitation, Section 6.02, except any such expense,
disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The
Company



39









 







also covenants to indemnify and defend the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the
part of the Trustee, arising out of or in connection with the acceptance or administration of this
trust or trusts hereunder, including the reasonable costs and expenses of defending itself against
any claim of liability in connection with the exercise or performance of any of its powers or
duties hereunder. The obligations of the Company under this Section 7.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company and the Holders agree that such additional Debt shall be secured by a Lien
prior to that of the Debt Securities upon all property and funds held or collected by the Trustee,
as such, except funds held in trust for the payment of principal of, and premium, if any, or
interest on, particular Debt Securities.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     Section 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
Specifically Prescribed. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.



     Section 7.08. Separate Trustee; Replacement of Trustee. The Company may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of Debt Securities at
any time by giving notice to the Company. The Holders of a majority in principal amount of the
Debt Securities of a particular series may remove the Trustee for such series and only such series
by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:




	 	(a)	 	the Trustee fails to comply with Section 7.10;
	 
	 	(b)	 	the Trustee is adjudged bankrupt or insolvent;
	 
	 	(c)	 	a Custodian takes charge of the Trustee or its property; or
	 
	 	(d)	 	the Trustee otherwise becomes incapable of acting.




If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal
amount of the Debt Securities of a particular series and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly
appoint a successor Trustee. No resignation or removal of the Trustee and no


40









 






appointment of a
successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08.




     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in
Section 7.06.



     If a successor Trustee does not take office within 60 days after the retiring Trustee gives
notice of resignation or is removed, the retiring Trustee or the Holders of 25% in principal amount
of the Debt Securities of any applicable series may petition any court of competent jurisdiction
for the appointment of a successor Trustee for the Debt Securities of such series.



     If the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any
applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities of such series.



     Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.



     In the case of the appointment hereunder of a separate or successor Trustee with respect to
the Debt Securities of one or more series, the Company, any retiring Trustee and each successor or
separate Trustee with respect to the Debt Securities of any applicable series shall execute and
deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring
Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee is
not retiring shall continue to be vested in such retiring Trustee and (ii) that shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the
same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee.



     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all
its corporate trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation or banking association without any further act shall
be the successor Trustee.



     In case at the time such successor or successors to the Trustee by merger, conversion or
consolidation shall succeed to the trusts created by this Indenture any of the Debt Securities
shall have been authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not have been



41









 







authenticated, any successor to the Trustee may authenticate such Debt Securities either in the
name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the Debt Securities or in
this Indenture provided that the certificate of the Trustee shall have.



     Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. No obligor upon the Debt Securities of a particular
series or Person directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee for the Debt Securities of such series. The Trustee shall
comply with Section 310(b) of the TIA; provided, however, that there shall be excluded from the
operation of Section 310(b)(1) of the TIA this Indenture or any indenture or indentures under which
other securities or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA
are met.



     Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the TIA to the extent indicated therein.



     Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and
withholding requirements applicable to it with respect to payments of premium (if any) and interest
on the Debt Securities, whether acting as Trustee, Registrar, paying agent or otherwise with
respect to the Debt Securities.



ARTICLE VIII

CONCERNING THE HOLDERS




     Section 8.01. Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly
called and held in accordance with the provisions of this Indenture, (c) by a combination of such
instrument or instruments and any such record of such a meeting of Holders or (d) in the case of
Debt Securities evidenced by a Global Security, by any electronic transmission or other message,
whether or not in written format, that complies with the Depositary’s applicable procedures.



     Section 8.02. Proof of Execution of Instruments and of Holding of Debt Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by



42









 







the Debt Security Register or by a certificate of the Registrar for such series. The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as it shall deem
necessary.



     Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of transfer of any Debt Security, the Company, the
Guarantors, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose
name any Debt Security shall be registered upon the books of the Company as the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving payment of or on
account of the principal of and premium, if any, and (subject to Section 2.12) interest on such
Debt Security and for all other purposes, and neither the Company nor the Guarantors nor the
Trustee nor any paying agent nor any Registrar shall be affected by any notice to the contrary; and
all such payments so made to any such Holder for the time being, or upon his order, shall be valid
and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
money payable upon any such Debt Security.



     None of the Company, the Guarantors, the Trustee or any agent of the Trustee, any paying agent
or any Registrar will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests,
or for any action taken or any failure to act by a Depositary with respect to
any Debt Securities including, without limitation, any failure of the owner of a beneficial
interest in such Debt Securities to receive any payments or notices provided hereunder or for the
selection of beneficial interests in such Debt Securities to be redeemed.



     Section 8.04. Instruments Executed by Holders Bind Future Holders. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the Holders of the percentage in aggregate principal amount of the
Debt Securities of any series specified in this Indenture in connection with such action and
subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to
be included in the Debt Securities the Holders of which have consented to such action may, by
filing written notice with the Trustee at its corporate trust office and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as
aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt
Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or such other Debt
Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the
Debt Securities of any series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Guarantors, the Trustee and the Holders of all the Debt
Securities of such series.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Debt Securities entitled to give their consent or take any other action
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders of Debt



43









 







Securities at such record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders of Debt Securities after such record date. No
such consent shall be valid or effective for more than 120 days after such record date unless the
consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of
such series specified in this Indenture shall have been received within such 120-day period.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without
Consent of Holders. The Company and the Guarantors, when authorized by resolutions of the Board of Directors, and
the Trustee may from time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of the execution thereof) for one or more of the following purposes:



     (a) to evidence the succession pursuant to Article X of another Person to the Company, or
successive successions, and the assumption by the Successor Company (as defined
in Section 10.01) of the covenants, agreements and obligations of the Company in this
Indenture and in the Debt Securities;



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



     (c) to cure any ambiguity or omission or to correct or supplement any provision contained
herein, in any supplemental Indenture or in any Debt Securities of any series that may be defective
or inconsistent with any other provision contained herein, in any supplemental Indenture or in the
Debt Securities of such series;



     (d) to permit the qualification of this Indenture or any Indenture supplemental hereto under
the TIA as then in effect, except that nothing herein contained shall permit or authorize the



44









 







inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2)
of the TIA;



     (e) [intentionally omitted];



     (f) to reflect the release of any Guarantor in accordance with Article XIV;



     (g) to add Subsidiary Guarantors with respect to any or all of the Debt Securities or to
secure any or all of the Debt Securities or a Guarantee;



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



     (i) to add to, change or eliminate any of the provisions of this Indenture in respect of one
or more series of Debt Securities; provided, however, that any such addition, change or elimination
not otherwise permitted under this Section 9.01 shall neither apply to any Debt Security of any
series created prior to the execution of such supplemental Indenture and entitled to the benefit of
such provision nor modify the rights of the Holder of any such Debt Security with respect to such
provision or shall become effective only when there is no such Debt Security Outstanding;



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



     (k) to establish the form or terms of Debt Securities of any series as permitted by Sections
2.01 and 2.03.



     The Trustee is hereby authorized to join with the Company and the Guarantors in the execution
of any such supplemental Indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or
pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such
supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.



     Any supplemental Indenture authorized by the provisions of this Section 9.01 may be executed
by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the
Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.



     Section 9.02. Modification of Indenture with Consent of Holders of Debt Securities. Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt Securities), the
Company and the Guarantors, when authorized by resolutions of the Board of Directors, and the
Trustee may from time to time and at any time enter into an Indenture or Indentures supplemental
hereto (which shall conform to the provisions of the TIA as in force at the date of



45









 







execution
thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental Indenture or of modifying in any manner
the rights of the Holders of the Debt Securities of such series; provided, that no such
supplemental Indenture, without the consent of the Holders of each Debt Security so affected,
shall:



     (a) reduce the percentage in principal amount of Debt Securities of any series whose Holders
must consent to an amendment;



     (b) reduce the rate of or extend the time for payment of interest on any Debt Security;



     (c) reduce the principal of or extend the Stated Maturity of any Debt Security;



     (d) reduce the premium payable upon the redemption of any Debt Security or change the time at
which any Debt Security may or shall be redeemed in accordance with Article III;



     (e) make any Debt Security payable in currency other than the Dollar;



     (f) impair the right of any Holder to receive payment of premium, if any, principal of and
interest on such Holder’s Debt Securities on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder’s Debt Securities;



     (g) release any security that may have been granted in respect of the Debt Securities or a
Guarantee;



     (h) make any change in Section 6.06 or this Section 9.02; or



     (i) except as provided in Section 11.02(b) or 14.04, release any of the Guarantors or modify a
Guarantee in any manner adverse to the Holders.



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



     Upon the request of the Company, accompanied by a copy of resolutions of the Board of
Directors authorizing the execution of any such supplemental Indenture, and upon the filing with
the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company and the Guarantors in the execution of such supplemental Indenture unless such supplemental
Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to enter into such
supplemental Indenture.



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



46









 





     After an amendment under this Section 9.02 becomes effective, the Company shall mail to
Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.



     Section 9.03. Effect of Supplemental Indentures. Upon the execution of any supplemental Indenture pursuant to the provisions of this Article IX,
this Indenture shall be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company, the Guarantors and the Holders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental Indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.



     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental Indenture
complies with the provisions of this Article IX.



     Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any series authenticated and delivered after the execution of any
supplemental Indenture pursuant to the provisions of this Article IX may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental Indenture. New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained
in any such supplemental Indenture may be prepared and executed by the Company, authenticated by
the Trustee and delivered in exchange for the Debt Securities of such series then Outstanding.
Failure to make the appropriate notation or to issue a new Debt Security of such series shall not
affect the validity of such amendment.



ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 10.01. Consolidations and Mergers of the Company. The Company shall not consolidate or amalgamate with or merge with or into any Person, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person,
whether in a single transaction or a series of related transactions, except (1) in accordance with
the provisions of its limited liability company agreement, and (2) unless: (a) either (i) the
Company shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or
transferee Person if other than the Company (the “Successor Company”), shall be a partnership,
limited liability company or corporation organized and existing under the laws of the United
States, any State thereof or the District of Columbia and the Successor Company shall expressly
assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Debt
Securities according to their tenor; (b) immediately after giving effect to such transaction or
series of transactions (and treating any Debt which becomes an obligation of the Successor Company
or any Subsidiary of the Successor Company as a result of such transaction or series of
transactions as having been incurred by the Successor Company or such Subsidiary at the time of
such



47









 







transaction), no Default or Event of Default would occur or be continuing; (c) if the Company
is not the continuing Person, then each Guarantor, unless it has become the Successor Company,
shall confirm that its Guarantee shall continue to apply to the obligations under the Debt
Securities and this Indenture; and (d) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger
or disposition and such supplemental Indenture (if any) comply with this Indenture.



     Section 10.02. Rights and Duties of Successor Company. In case of any consolidation, amalgamation or merger where the Company is not the continuing
Person, or disposition of all or substantially all of the assets of the Company in accordance with
Section 10.01, the Successor Company shall succeed to and be substituted for the Company with the
same effect as if it had been named herein as the respective party to this Indenture, and the
predecessor entity shall be released from all liabilities and obligations under this Indenture and
the Debt Securities, except that no such release will occur in the case of a lease of all or
substantially all of the assets of the Company. The Successor Company thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company,
any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of the Successor Company, instead of
the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed,
the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for authentication, and any
Debt Securities which the Successor Company thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all such Debt Securities had been
issued at the date of the execution hereof.



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



ARTICLE XI

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEY




     Section 11.01. Applicability of Article. The provisions of this Article XI relating to either the satisfaction and discharge or the
defeasance of Debt Securities shall be applicable to each series of Debt Securities except as
otherwise specified pursuant to Section 2.03 for Debt Securities of such series.



     Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.



     (a) (i) If at any time the Company shall have delivered to the Trustee for cancellation all
Debt Securities of any series theretofore authenticated and delivered (other than any Debt
Securities of such series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money



48









 







has
theretofore been deposited in trust and thereafter repaid to the Company as provided in Section
11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and (1) the Company shall irrevocably
deposit with the Trustee as trust funds money, U.S. Government Obligations on a combination thereof
sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may
be, and (2) the Company shall deliver to the Trustee a certificate to the effect described in
Section 11.03(b) hereof, and if in the case described in either of the preceding clauses (i) and
(ii) the Company shall also pay or cause to be paid all other sums then due and payable hereunder
by the Company with respect to the Debt Securities of such series, then this Indenture shall cease
to be of further effect with respect to the Debt Securities of such series, and the Trustee, on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with respect to the
Debt Securities of such series.



     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with
respect to Debt Securities of a particular series, all its obligations under the Debt Securities
of such series and this Indenture with respect to the Debt Securities of such series (“legal
defeasance option”) or the operation of (x) any covenant made applicable to such Debt Securities
pursuant to Section 2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent covenants or
agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to the
Guarantors only, Sections 6.01(e) and (f) (“covenant defeasance option”). If the Company exercises
either its legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series that are entitled to the benefit of a Guarantee, the Guarantee
will terminate with respect to that series of Debt Securities and be automatically released and
discharged and any security that may have been granted in respect of such series shall be
automatically released. The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.



     If the Company exercises its legal defeasance option, payment of the Debt Securities of the
defeased series may not be accelerated because of an Event of Default. If the Company exercises
its covenant defeasance option, payment of the Debt Securities of the defeased series may not be
accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with
respect to the Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or
agreements referenced in Section 6.01(d) remain applicable).



     Upon satisfaction of the conditions set forth herein and upon request of the Company, the
Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.



     (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.07,
2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the



49









 







Debt
Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in
Sections 7.06, 11.05 and 11.06 shall survive.



     Section 11.03. Conditions of Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with
respect to Debt Securities of a particular series only if:



     (a) the Company irrevocably deposits in trust with the Trustee money, U.S. Government
Obligations or a combination thereof for the payment of principal of, and premium, if any, and
interest on, the Debt Securities of such series to Stated Maturity or redemption, as the case may
be;



     (b) the Company delivers to the Trustee a certificate from a nationally recognized firm of
independent accountants expressing their opinion that the payments of principal and interest when
due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as
will be sufficient to pay the principal, premium, if any, and interest when due on all the
Debt Securities of such series to Stated Maturity or redemption, as the case may be;



     (c) 91 days pass after the deposit is made and during the 91-day period no Default specified
in Section 6.01(e) or (f) with respect to the Company occurs which is continuing at the end of the
period;



     (d) no Default has occurred and is continuing on the date of such deposit and after giving
effect thereto;



     (e) the deposit does not constitute a default under any other agreement binding on the
Company;



     (f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust
resulting from the deposit does not constitute, or is qualified as, a regulated investment company
under the Investment Company Act of 1940;



     (g) in the event of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that the Company has received from the Internal Revenue
Service a ruling, or since the date of this Indenture there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred;



     (h) in the event of the covenant defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of Debt Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not occurred; and



50









 





     (i) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance and discharge of the Debt Securities
of such series as contemplated by this Article XI have been complied with.



     Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of Debt Securities of such series at a future date in accordance with Article III.



     Section 11.04. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article XI. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent and in accordance with this Indenture to the payment of
principal of, and premium, if any, and interest on, the Debt Securities of the defeased series.



     Section 11.05. Repayment to Company. The Trustee and any paying agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.



     Subject to any applicable abandoned property law, the Trustee and any paying agent shall pay
to the Company upon request any money held by them for the payment of principal, premium or
interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must
look to the Company for payment as general creditors.



     Section 11.06. Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee and the Holders against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.



     Section 11.07. Reinstatement. If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Debt Securities of the defeased
series shall be revived and reinstated as though no deposit had occurred pursuant to this Article
XI until such time as the Trustee or any paying agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article XI.



ARTICLE XII

[RESERVED]




     This Article XII has been intentionally omitted.



ARTICLE XIII

MISCELLANEOUS PROVISIONS




     Section 13.01. Successors and Assigns of Company Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in
behalf of



51









 







the Company, the Guarantors or the Trustee shall bind their respective successors and
assigns, whether so expressed or not.



     Section 13.02. Acts of Board, Committee or Officer of Successor Company Valid. Any act or proceeding authorized or required by any provision of this Indenture to be done or
performed by any board, committee or officer on behalf of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer on behalf of any
Successor Company.



     Section 13.03. Required Notices or Demands. Any notice or communication by the Company, the Subsidiary Guarantors or the Trustee to the
others is duly given if in writing (in the English language) and delivered in Person or mailed by
registered or certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address:



     If to the Company or any of the Guarantors:




c/o Natural Resource Partners L.P.

601 Jefferson, Suite 3600

Houston, Texas 77002

Attention: General Counsel

Telecopy No. (713) 751-7517



     If to the Trustee:



     [                    ]



     The Company, the Guarantors or the Trustee by notice to the others may designate additional or
different addresses for subsequent notices or communications.



     All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; on the first Business Day on or after being sent, if telecopied and the sender
receives confirmation of successful transmission; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery.



     Any notice required or permitted to a Holder by the Company, the Guarantors or the Trustee
pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States addressed to such Holder
at the address of such Holder as shown on the Debt Security Register. Any report pursuant to
Section 313 of the TIA shall be transmitted in compliance with subsection (c) therein.



     Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt Securities
regarding the determination of a periodic rate of interest, if such notice is required pursuant to
Section 2.03, shall be sufficiently given if given in the manner specified pursuant to Section
2.03.



52









 





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



     In the event it shall be impracticable to give notice by publication, then such notification
as shall be given with the approval of the Trustee shall constitute sufficient notice for every
purpose hereunder.



     Failure to mail a notice or communication to a Holder or any defect in it or any defect in any
notice by publication as to a Holder shall not affect the sufficiency of such notice with respect
to other Holders. If a notice or communication is mailed or published in the manner provided
above, it is conclusively presumed duly given.



     Section 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws
of the State of New York. THIS INDENTURE, EACH DEBT SECURITY AND EACH GUARANTEE SHALL BE DEEMED TO BE NEW YORK CONTRACTS,
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.



     Section 13.05. Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Company. Upon any application or demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all covenants or conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of
such counsel, all such covenants or conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.



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



     Section 13.06. Payments Due on Legal Holidays. In any case where the date of maturity of interest on or principal of and premium, if any, on
the Debt Securities of a series shall not be a Business Day at any Place of Payment for the Debt
Securities of such series, then payment of interest or principal and premium, if any, need not be
made on such date at such Place of Payment, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the date of maturity, and no
interest shall



53









 







accrue for the period after such date. If a record date is not a Business Day, the
record date shall not be affected.



     Section 13.07. Provisions Required by TIA to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in this Indenture by
any of Sections 310 to 318, inclusive, of the TIA, such required provision shall control.



     Section 13.08. Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section 2.03.



     Section 13.09. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and
any paying agent may make reasonable rules for their functions.



     Section 13.10. No Recourse Against Others. The General Partner and its directors, officers, employees, incorporators and members, as such,
shall have no liability for any obligations of the Guarantors or the Company under the Debt
Securities, this Indenture or any Guarantee or for any claim based on, in respect of, or by reason
of, such obligations or their creation. By accepting a Debt Security, each Holder shall waive and
release all such liability. The waiver and release shall be part of the consideration for the
issue of the Debt Securities.



     Section 13.11. Severability. In case any provision in this Indenture or the Debt 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 13.12. Effect of Headings. The article and section headings herein and in the Table of Contents are for convenience only
and shall not affect the construction hereof.



     Section 13.13. Indenture May Be Executed in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument.



ARTICLE XIV

GUARANTEE




     Section 14.01. Unconditional Guarantee.



     (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this
Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of
any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of
any of the Guarantors.



     (b) For value received, each of the Guarantors hereby fully, unconditionally and absolutely
guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the
principal of, and premium, if any, and interest on the Debt Securities and all other amounts due
and payable under this Indenture and the Debt Securities by the Company, when



54









 







and as such
principal, premium, if any, interest and other amounts shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to
the terms of the Debt Securities and this Indenture, subject to the limitations set forth in
Section 14.03.



     (c) Failing payment when due of any amount guaranteed pursuant to its Guarantee, for whatever
reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately.
The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the
Guarantors and will rank pari passu in right of payment with all Debt of such Guarantor that is
not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the
Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Debt Securities, its Guarantee
(including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any
action to enforce the same, any waiver or consent by the Trustee or any Holder of the Debt
Securities with respect to any provisions hereof or thereof, the recovery of any judgment against
the Company or any other Guarantor, or any action to enforce the same or any other circumstances
which might otherwise constitute a legal or equitable discharge or defense of any of the
Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may
be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders,
on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce
its Guarantee without first proceeding against the Company or any other Guarantor.



     (d) The obligations of each of the Guarantors under this Article XIV shall be as aforesaid
full, unconditional and absolute and shall not be impaired, modified, released or limited by any
occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any of the Guarantors contained in the Debt
Securities or this Indenture, (B) any impairment, modification, release or limitation of the
liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any
remedy for the enforcement thereof, resulting from the operation of any present or future provision
of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court,
(C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or
remedies under the Debt Securities or this Indenture or their delay in or failure to assert or
exercise any such rights or remedies, (D) the assignment or the purported assignment of any
property as security for the Debt Securities, including all or any part of the rights of the
Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by
the Company or any of the Guarantors of any payments or other sums or any part thereof owing or
payable under any of the terms and provisions of the Debt Securities or this Indenture or of the
time for performance by the Company or any of the Guarantors of any other obligations under or
arising out of any such terms and provisions or the extension or the renewal
of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G)
the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency,



55









 







bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any
of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this
Indenture in any such proceeding, (H) the release or discharge of the Company or any of the
Guarantors from the performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (I) the unenforceability of the Debt
Securities, any other Guarantee or this Indenture or (J) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.



     (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing
of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any
of the other Guarantors, and all demands whatsoever, (B) acknowledges that any agreement,
instrument or document evidencing its Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument or document
evidencing the Guarantee without notice to it and (C) covenants that its Guarantee will not be
discharged except by complete performance of the Guarantee. Each of the Guarantors further agrees
that if at any time all or any part of any payment theretofore applied by any Person to its
Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without
limitation, the insolvency, bankruptcy or reorganization of the Company or any of the other
Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or
returned, be deemed to have continued in existence notwithstanding such application, and the
Guarantee shall continue to be effective or be reinstated, as the case may be, as though such
application had not been made.



     (f) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee
against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of
this Indenture, provided, however, that such Guarantor, shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation until all of the Debt
Securities and each Guarantee shall have been paid in full or discharged.



     Section 14.02. Execution and Delivery of Notation of Guarantee. To further evidence its Guarantee set forth in Section 14.01, each of the Guarantors hereby
agrees that a notation relating to such Guarantee, substantially in the form attached hereto as
Annex A, shall be endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or facsimile signature of
an officer of such Guarantor, or in the case of a Guarantor that is a limited partnership, an
officer of the general partner of such Guarantor. Each of the Guarantors hereby agrees that its
Guarantee set forth in Section 14.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Debt Security a notation relating to the Guarantee. If any officer of
any Guarantor, or in the case of a Guarantor that is a limited partnership, any officer of the
general partner of the Guarantor, whose signature is on this Indenture or a Debt Security no
longer holds that office at the time the Trustee authenticates such Debt Security or at any time
thereafter, the Guarantee of such Debt Security shall be valid nevertheless. The delivery of any
Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of each of the Guarantors.



56









 





     The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein
set forth.



     Section 14.03. Limitation on Guarantors’ Liability. Each Guarantor and by its acceptance hereof each Holder of a Debt Security entitled to the
benefits of a Guarantee hereby confirm that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the
Holders of a Debt Security entitled to the benefits of a Guarantee and the Guarantors hereby
irrevocably agree that the obligations of each Guarantor under its Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under its Guarantee, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.



     Section 14.04. Release of Guarantors from Guarantee. 



     (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Guarantor may
be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this
Section 14.04. Provided that no Default shall have occurred and shall be continuing under this
Indenture, any Guarantee incurred by a Guarantor pursuant to this Article XIV shall be
unconditionally released and discharged (i) in the case of a Subsidiary Guarantor, (A)
automatically upon (1) any sale, exchange or transfer, whether by way of merger or otherwise, to
any Person that is not an Affiliate of the Company, of all of the Company’s direct or indirect
limited liability company or other equity interests in such Subsidiary Guarantor (provided such
sale, exchange or transfer is not prohibited by this Indenture) or (2) the merger of such
Subsidiary Guarantor into the Company or any other Guarantor or the liquidation and dissolution of
such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (B)
following delivery of a written notice of such release or discharge by the Company to the Trustee,
upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the
Company other than obligations arising under this Indenture and any Debt Securities issued
hereunder, except a discharge or release by or as a result of payment under such guarantees, and
(ii) in the case of the Parent Guarantor, automatically upon the merger of the Parent Guarantor
into the Company or any other Guarantor or the liquidation and dissolution of the Parent Guarantor
(in each case to the extent not prohibited by this Indenture).



     (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Guarantor
from its Guarantee upon receipt of a Company Request accompanied by an Officers’ Certificate and an
Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with
the provisions of this Indenture. Any Guarantor not so released shall remain
liable for the full amount of principal of and premium, if any, and interest on the Debt
Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the
limitations of Section 14.03.



     (c) If at any time following any release and discharge of the Guarantee of a Subsidiary
Guarantor pursuant to the provisions of clause (B) of Section 14.04(a)(i) such



57









 







Subsidiary Guarantor
shall again guarantee any Debt of the Company other than obligations arising under this Indenture
and any Debt Securities issued hereunder, thereupon the Company shall cause such Subsidiary
Guarantor to execute and deliver to the Trustee an Indenture supplemental hereto, in form
satisfactory to the Trustee, in order to effect its Guarantee once again.



     Section 14.05. Subsidiary Guarantor Contribution. In order to provide for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors hereby agree, inter se, that in the event any payment or distribution is made
by any Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor (if any) in a pro rata
amount based on the net assets of each Subsidiary Guarantor (including the Funding Guarantor) for
all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s
obligations with respect to the Debt Securities or any other Guarantor’s obligations with respect
to its Guarantee.



[Remainder of This Page Intentionally Left Blank.]




58









 








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



	 	 	 	 	 	 	 
	 	 	NRP (OPERATING) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NATURAL RESOURCE PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (GP) LP,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: 	 	GP NATURAL RESOURCE PARTNERS LLC,

its General Partner 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WPP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ACIN LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WBRD LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 






59









 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAMSON TRANSPORT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LITTLE RIVER TRANSPORT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOD LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SHEPARD BOONE COAL COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GATLING MINERAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 






60









 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INDEPENDENCE LAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[                                        ], as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







61









 








ANNEX A




NOTATION OF GUARANTEE




     Each of the Guarantors (which term includes any successor Person under the Indenture), has
fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, the due and punctual payment of the principal of, and
premium, if any, and interest on the Debt Securities and all other amounts due and payable under
the Indenture and the Debt Securities by the Company.



     The obligations of each of the Guarantors to the Holders of Debt Securities and to the Trustee
pursuant to its Guarantee and the Indenture are expressly set forth in Article XIV of the Indenture
and reference is hereby made to the Indenture for the precise terms of the Guarantee.



	 	 	 	 	 	 	 
	 	 	NATURAL RESOURCE PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WPP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ACIN LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WBRD LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 






A-1









 






	 	 	 	 	 	 	 
	 	 	WILLIAMSON TRANSPORT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LITTLE RIVER TRANSPORT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOD LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SHEPARD BOONE COAL COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GATLING MINERAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






A-2









 






	 	 	 	 	 	 	 
	 	 	INDEPENDENCE LAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NRP (OPERATING) LLC

its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






A-3