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Exhibit 4.8    CAPITAL AUTOMOTIVE REIT, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 15, 2004 Providing for Issuance of DEBT SECURITIES IN SERIES




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TABLES OF CONTENTS PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    2SECTION 1.1
    
    Definitions.
    
    
    2SECTION 1.2
    
    Other Definitions.
    
    
    11SECTION 1.3
    
    Compliance Certificates and Opinions.
    
    
    11SECTION 1.4
    
    Form of Documents Delivered to Trustee.
    
    
    12SECTION 1.5
    
    Acts of Holders.
    
    
    13SECTION 1.6
    
    Notices, etc., to Trustee, the Company and any Guarantor.
    
    
    14SECTION 1.7
    
    Notice to Holders; Waiver.
    
    
    14SECTION 1.8
    
    Conflict with Trust Indenture Act.
    
    
    15SECTION 1.9
    
    Effect of Headings and Table of Contents.
    
    
    15SECTION 1.10
    
    Successors and Assigns.
    
    
    15SECTION 1.11
    
    Separability Clause.
    
    
    15SECTION 1.12
    
    Benefits of Indenture.
    
    
    15SECTION 1.13
    
    Governing Law.
    
    
    15SECTION 1.14
    
    Legal Holidays.
    
    
    16SECTION 1.15
    
    Schedules and Exhibits.
    
    
    16SECTION 1.16
    
    Counterparts.
    
    
    16ARTICLE II SECURITY FORMS
    
    
    16SECTION 2.1
    
    Forms Generally.
    
    
    16SECTION 2.2
    
    Form of and Provisions Required in Global Security.
    
    
    17SECTION 2.3
    
    Form of Trustees Certificate of Authentication.
    
    
    17SECTION 2.4
    
    Form of Guarantee of Each of the Guarantors.
    
    
    18ARTICLE III THE SECURITIES
    
    
    18SECTION 3.1
    
    Amount Unlimited; Issuable in Series.
    
    
    18SECTION 3.2
    
    Denominations.
    
    
    22SECTION 3.3
    
    Execution, Authentication, Delivery and Dating.
    
    
    23SECTION 3.4
    
    Temporary Securities.
    
    
    24SECTION 3.5
    
    Global Securities.
    
    
    24SECTION 3.6
    
    Registration, Registration of Transfer and Exchange.
    
    
    26SECTION 3.7
    
    Mutilated, Destroyed, Lost and Stolen Securities.
    
    
    27SECTION 3.8
    
    [RESERVED].
    
    
    28SECTION 3.9
    
    Payment of Interest; Interest Rights Preserved.
    
    
    28SECTION 3.10
    
    Persons Deemed Owners.
    
    
    29SECTION 3.11
    
    Cancellation.
    
    
    30SECTION 3.12
    
    CUSIP Numbers.
    
    
    30ARTICLE IV DEFEASANCE AND COVENANT DEFEASANCE
    
    
    30SECTION 4.1
    
    Companys Option to Effect Defeasance or Covenant Defeasance.
    
    
    30SECTION 4.2
    
    Defeasance and Discharge.
    
    
    30SECTION 4.3
    
    Covenant Defeasance.
    
    
    31SECTION 4.4
    
    Conditions to Defeasance or Covenant Defeasance.
    
    
    31SECTION 4.5
    
    Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.
    
    
    34SECTION 4.6
    
    Reinstatement.
    
    
    34ARTICLE V REMEDIES
    
    
    35SECTION 5.1
    
    Events of Default.
    
    
    35
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TABLE OF CONTENTS PageSECTION 5.2
    
    Acceleration of Maturity; Rescission and Annulment.
    
    
    37SECTION 5.3
    
    Collection of Indebtedness and Suits for Enforcement by Trustee.
    
    
    37SECTION 5.4
    
    Trustee May File Proofs of Claim.
    
    
    38SECTION 5.5
    
    Trustee May Enforce Claims without Possession of Securities.
    
    
    39SECTION 5.6
    
    Application of Money Collected.
    
    
    39SECTION 5.7
    
    Limitation on Suits.
    
    
    40SECTION 5.8
    
    Unconditional Right of Holders to Receive Principal, Premium and Interest.
    
    
    40SECTION 5.9
    
    Restoration of Rights and Remedies.
    
    
    41SECTION 5.10
    
    Rights and Remedies Cumulative.
    
    
    41SECTION 5.11
    
    Delay or Omission Not Waiver.
    
    
    41SECTION 5.12
    
    Control by Holders.
    
    
    41SECTION 5.13
    
    Waiver of Past Defaults.
    
    
    42SECTION 5.14
    
    Undertaking for Costs.
    
    
    42SECTION 5.15
    
    Waiver of Stay, Extension or Usury Laws.
    
    
    42ARTICLE VI THE TRUSTEE
    
    
    43SECTION 6.1
    
    Notice of Defaults.
    
    
    43SECTION 6.2
    
    Certain Rights of Trustee.
    
    
    43SECTION 6.3
    
    Trustee Not Responsible for Recitals, Dispositions of Securities or Application of Proceeds Thereof.
    
    
    44SECTION 6.4
    
    Trustee and Agents May Hold Securities; Collections; etc.
    
    
    44SECTION 6.5
    
    Money Held in Trust.
    
    
    45SECTION 6.6
    
    Compensation and Indemnification of Trustee and Its Prior Claim.
    
    
    45SECTION 6.7
    
    Conflicting Interests.
    
    
    46SECTION 6.8
    
    Corporate Trustee Required; Eligibility.
    
    
    46SECTION 6.9
    
    Resignation and Removal; Appointment of Successor Trustee.
    
    
    46SECTION 6.10
    
    Acceptance of Appointment by Successor.
    
    
    48SECTION 6.11
    
    Merger, Conversion, Consolidation or Succession to Business.
    
    
    49SECTION 6.12
    
    Preferential Collection of Claims Against Company.
    
    
    50ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
    
    
    50SECTION 7.1
    
    Company to Furnish Trustee Names and Addresses of Holders.
    
    
    50SECTION 7.2
    
    Disclosure of Names and Addresses of Holders.
    
    
    50SECTION 7.3
    
    Reports by Trustee.
    
    
    50SECTION 7.4
    
    Reports by Company and Guarantors.
    
    
    51ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    51SECTION 8.1
    
    Company or Any Guarantor May Consolidate, etc., Only on Certain Terms.
    
    
    51SECTION 8.2
    
    Successor Substituted.
    
    
    53ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    54SECTION 9.1
    
    Supplemental Indentures and Agreements without Consent of Holders.
    
    
    54SECTION 9.2
    
    Supplemental Indentures and Agreements with Consent of Holders.
    
    
    55SECTION 9.3
    
    Execution of Supplemental Indentures and Agreements.
    
    
    56SECTION 9.4
    
    Effect of Supplemental Indentures.
    
    
    56SECTION 9.5
    
    Conformity with Trust Indenture Act.
    
    
    56SECTION 9.6
    
    Reference in Securities to Supplemental Indentures.
    
    
    56
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TABLE OF CONTENTS PageARTICLE X COVENANTS
    
    
    57SECTION 10.1
    
    Payment of Principal, Premium and Interest.
    
    
    57SECTION 10.2
    
    Maintenance of Office or Agency.
    
    
    57SECTION 10.3
    
    Money for Security Payments to Be Held in Trust.
    
    
    57SECTION 10.4
    
    Corporate Existence.
    
    
    59SECTION 10.5
    
    Payment of Taxes and Other Claims.
    
    
    59SECTION 10.6
    
    Maintenance of Properties.
    
    
    59SECTION 10.7
    
    Insurance.
    
    
    60SECTION 10.8
    
    Statement by Officers as to Default.
    
    
    60SECTION 10.9
    
    Waiver of Certain Covenants.
    
    
    60ARTICLE XI REDEMPTION OF SECURITIES
    
    
    61SECTION 11.1
    
    Rights of Redemption.
    
    
    61SECTION 11.2
    
    Applicability of Article.
    
    
    61SECTION 11.3
    
    Election to Redeem; Notice to Trustee.
    
    
    61SECTION 11.4
    
    Selection by Trustee of Securities to Be Redeemed.
    
    
    61SECTION 11.5
    
    Notice of Redemption.
    
    
    62SECTION 11.6
    
    Deposit of Redemption Price.
    
    
    63SECTION 11.7
    
    Securities Payable on Redemption Date.
    
    
    63SECTION 11.8
    
    Securities Redeemed or Purchased in Part.
    
    
    63ARTICLE XII SATISFACTION AND DISCHARGE
    
    
    64SECTION 12.1
    
    Satisfaction and Discharge of Indenture.
    
    
    64SECTION 12.2
    
    Application of Trust Money.
    
    
    65ARTICLE XIII GUARANTEE
    
    
    65SECTION 13.1
    
    Guarantors Guarantee.
    
    
    65SECTION 13.2
    
    Continuing Guarantee; No Right of Set-Off; Independent Obligation.
    
    
    65SECTION 13.3
    
    Guarantee Absolute.
    
    
    66SECTION 13.4
    
    Right to Demand Full Performance.
    
    
    68SECTION 13.5
    
    Waivers.
    
    
    68SECTION 13.6
    
    The Guarantors Remain Obligated in Event the Company Is No Longer Obligated
to Discharge Indenture Obligations.
    
    
    69SECTION 13.7
    
    Fraudulent Conveyance; Contribution Subrogation.
    
    
    69SECTION 13.8
    
    Guarantee Is in Addition to Other Security.
    
    
    70SECTION 13.9
    
    Release of Security Interests.
    
    
    70SECTION 13.10
    
    No Bar to Further Actions.
    
    
    70SECTION 13.11
    
    Failure to Exercise Rights Shall Not Operate as a
Waiver; No Suspension of Remedies.
    
    
    70SECTION 13.12
    
    Trustees Duties; Notice to Trustee.
    
    
    71SECTION 13.13
    
    Successors and Assigns.
    
    
    71SECTION 13.14
    
    Release of Guarantee.
    
    
    71SECTION 13.15
    
    Execution of Guarantee.
    
    
    72
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Reconciliation and ties between Trust Indenture Act of 1939, as amended,
and Indenture, dated as of April 15, 2004. Trust Indenture Act Section
    
    Indenture Section(s)(S)(S) 310 (a)(1)
    
    6.8(a)(2)
    
    6.8(b)
    
    6.7, 6.9(S)(S) 311 (a)
    
    6.12(S)(S) 312 (a)
    
    7.1(b)
    
    7.2(c)
    
    7.2(S)(S) 313 (a)
    
    7.3(c)
    
    7.3, 7.4(S)(S) 314 (a)
    
    7.4(a)(4)
    
    10.8(c)(1)
    
    1.3, 1.4, 4.4, 11.3(c)(2)
    
    1.3, 1.4, 4.4, 11.3(e)
    
    1.3(S)(S) 315 (a)
    
    6.2, 9.3(b)
    
    6.1(c)
    
    6.2(d)
    
    6.2(e)
    
    5.14(S)(S) 316 (a)(last sentence)
    
    1.1(a)(1)(A)
    
    5.12(a)(1)(B)
    
    5.13(b)
    
    5.8(c)
    
    1.5(S)(S) 317 (a)(1)
    
    5.3(a)(2)
    
    5.4(b)
    
    10.3(S)(S) 318 (a)
    
    1.8
 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.




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INDENTURE, dated as of April 15, 2004, between CAPITAL AUTOMOTIVE REIT, a
real estate investment trust organized under the laws of the State of Maryland
(the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States of America, as
trustee (the Trustee). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsubordinated
debentures, notes or other evidences of indebtedness (Securities) to be
issued in one or more series as herein provided. This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act. All acts and things necessary have been done to make (i) the Securities of
any series, when their terms have been determined in accordance with this
Indenture and when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
(ii) the Guarantees, if and when executed by each of the Guarantors and
delivered hereunder, the valid obligation of each of the Guarantors and (iii)
this Indenture a valid agreement of the Company and, if applicable, each of the
Guarantors in accordance with the terms of this Indenture. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.1 Definitions. For all purposes of this Indenture, except as otherwise expressly provided
or as set forth pursuant to Section 3.1 or unless the context otherwise
requires: (a) the terms defined in this Article have the meanings assigned to them
in this Article, and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein; (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; - 2 -




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(d) the words herein, hereof and hereunder and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and (e) all references to $, US$, dollars or United States dollars shall refer
to the lawful currency of the United States of America. Affiliate means, with respect to any specified Person, (i) any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person, (ii) any other
Person that owns, directly or indirectly, 5% or more of such Persons Equity
Interest or any officer or director of any such Person or other Person or, with
respect to any natural Person, any Person having a relationship with such
Person or other Person by blood, marriage or adoption not more remote than
first cousin or (iii) any other Person 10% or more of the voting Equity
Interests of which are beneficially owned or held directly or indirectly by
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
ownership of voting securities, by contract or otherwise; and the terms
controlling and controlled have meanings correlative to the foregoing. Bankruptcy Law means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization
or relief of debtors or any amendment to, succession to or change in any such
law. Bearer Security means any Security issued hereunder which is
payable to bearer. Board of Trustees means the board of trustees of the Company or
the Board of Trustees of any Guarantor, as the case may be, or any duly
authorized committee of such board. Board Resolution means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or any Guarantor, as the
case may be, to have been duly adopted by the Board of Trustees or similar
governing body of such entity and to be in full force and effect on the date of
such certification, and delivered to the Trustee. Business Day means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New
York, the Commonwealth of Virginia or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to
close. Capital Lease Obligation means any obligation of the Company and
its Restricted Subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as
a capitalized lease obligation. Cash Equivalents means, (i) any evidence of Indebtedness with a
maturity of one year or less from the date of acquisition issued or directly
and fully guaranteed or insured by the United States of America or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States of America is pledged in support thereof); (ii) certificates of
deposit or acceptances with a maturity of one year or less from the date
of acquisition of any - 3 -




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financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $500,000,000; (iii) commercial paper with a maturity of one year or
less from the date of acquisition issued by a Person that is not an Affiliate
of the Company organized under the laws of any state of the United States or
the District of Columbia and rated A-1 (or higher) according to S&P or P-1 (or
higher) according to Moodys or at least an equivalent rating category of
another nationally recognized securities rating agency; (iv) any money market
deposit accounts issued or offered by a domestic commercial bank having capital
and surplus in excess of $500,000,000; and (v) repurchase agreements and
reverse repurchase agreements relating to marketable direct obligations issued
or unconditionally guaranteed by the government of the United States of America
or issued by any agency thereof and backed by the full faith and credit of the
United States of America, in each case maturing within one year from the date
of acquisition; provided that the terms of such agreements comply with the
guidelines set forth in the Federal Financial Agreements of Depository
Institutions With Securities Dealers and Others, as adopted by the Comptroller
of the Currency on October 31, 1985. Code means the Internal Revenue Code of 1986, as amended. Commission means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time. Company means Capital Automotive REIT, a real estate investment
trust under the laws of the State of Maryland, 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 or Company Order means a written request
or order signed in the name of the Company by any one of its Chairman of the
Board, its Vice Chairman, its President or a Vice President (regardless of vice
presidential designation), and by any one of its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. Consolidated Net Worth means the consolidated equity of the
holders of Equity Interests (excluding Disqualified Equity Interests) of the
Company and its Restricted Subsidiaries, as determined in accordance with GAAP
consistently applied. Corporate Trust Office means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered. Default means any event which is, or after notice or passage of
any time or both would be, an Event of Default. - 4 -




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Depositary means, with respect to the Securities issued in the
form of Global Securities, if any, The Depository Trust Company, a New York
limited purpose corporation, its nominees and successors, or any other Person
designated as the Depositary by the Company pursuant to Section 3.5(b), in each
case registered as a clearing agency under the Exchange Act and maintaining a
book-entry system that qualifies for treatment as registered form under
Section 163(f) of the Code. Disqualified Equity Interests means any Equity Interests that,
either by their terms or by the terms of any security into which they are
convertible or exchangeable or otherwise, are or upon the happening of an event
or passage of time would be required to be redeemed prior to any Stated
Maturity of the principal of the Securities or are redeemable at the option of
the holder thereof at any time prior to any such Stated Maturity, or are
convertible into or exchangeable for debt securities at any time prior to any
such Stated Maturity at the option of the holder thereof. Equity Interest of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including without limitation partnership interests,
whether general or limited, and interests in limited liability companies, of
such Person, including any Preferred Equity Interests. Event of Default has the meaning specified in Article V. Exchange Act means the Securities Exchange Act of 1934, as
amended. Fair Market Value means, with respect to any asset or property,
the sale value that would be obtained in an arms-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy. Generally Accepted Accounting Principles or GAAP means
generally accepted accounting principles in the United States, consistently
applied, which are in effect on the date of this Indenture. Global Security means a Security of any series in book entry form
evidencing all or part of the Securities of any series, issued to the
Depositary or its nominee and registered in the name of the Depositary or such
nominee. Guarantee means, in respect of the Securities of any series, the
guarantee, if any, by any Guarantor, if any, of the Companys Indenture
Obligations pursuant to a guarantee given in accordance with Section 3.1 of
this Indenture, including, without limitation, the Guarantees by the
Guarantors, if any, included in Article Thirteen of this Indenture. Guaranteed Debt of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
contained in this Section guaranteed directly or indirectly in any manner by
such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (i) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services, primarily for the purpose of
enabling the debtor to make payment of such Indebtedness or to assure the
holder of such Indebtedness - 5 -




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against loss, (iii) to supply funds to, or in any
other manner invest in, the debtor (including any agreement to pay for property
or services without requiring that such property be received or such services
be rendered), (iv) to maintain working capital or equity capital of the debtor,
or otherwise to maintain the net worth, solvency or other financial condition
of the debtor or (v) otherwise to assure a creditor against loss; provided that
the term guarantee shall not include endorsements for collection or deposit,
in either case in the ordinary course of business. Guarantor, as of any time, means, in respect of a series of
Securities, a Subsidiary which provides a Guarantee pursuant to Section 3.1 of
the Indenture or any other guarantor of the Indenture Obligations. Guarantors,
if any, will be listed as signatories to any supplemental indenture of any
series of Securities which provide for Guarantees. Holder means a Person in whose name a Security of any series is
registered in the Security Register. Indebtedness means all of a Persons liabilities, obligations and
indebtedness to any Person of any and every kind and nature, whether primary,
secondary, direct, indirect, absolute, contingent, fixed or otherwise,
heretofore, now and/or from time to time hereafter owing, due or payable,
however evidenced, created, incurred, acquired or owing and however arising,
whether under written or oral agreement, by operation of law or otherwise.
Without in any way limiting the generality of the foregoing, Indebtedness
specifically includes (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services, (iv)
obligations as lessee under leases which shall have been or should be, in
accordance with GAAP, recorded as Capital Lease Obligations, (v) obligations
under direct or indirect guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of other of
the kinds referred to in clauses (i) though (iv) above, and (vi) liabilities in
respect of unfunded vested benefits under plans and multiemployer plans covered
by Title IV of the Employee Retirement Income Security Act of 1974, as amended. Indenture means this instrument as originally executed and as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term Indenture shall also include the terms of particular
series of Securities established as contemplated by Section 3.1. Indenture Obligations means the obligations of the Company and
any other obligor under this Indenture or under the Securities of any series,
including any Guarantor, to pay principal, premium, if any, and interest when
due and payable under the Securities of that series, and all other amounts due
or to become due under or in connection with this Indenture, the Securities of
that series, and the performance of all other obligations to the Trustee and
the Holders under this Indenture and the Securities of that series, according
to the terms hereof and thereof. - 6 -




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Independent Trustee means a trustee of the Company other than a
trustee (i) who (apart from being a trustee of the Company or any Subsidiary)
is an employee, insider, associate or Affiliate of the Company or a Subsidiary
or has held any such position during the previous five years or (ii) who is a
trustee, an employee, insider, associate or Affiliate of another party to the
transaction in question. Interest Payment Date means the Stated Maturity of an installment
of interest on the Securities. Investments means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Equity Interests, bonds, notes, debentures or other securities or assets issued
or owned by any other Person and all other items that would be classified as
investments on a balance sheet prepared in accordance with GAAP. Lien means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind (including any conditional
sale or other title retention agreement, any leases in the nature thereof, and
any agreement to give any security interest), real or personal, movable or
immovable, now owned or hereafter acquired. Maturity when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, or the
Redemption Date and whether by declaration of acceleration, call for redemption
or otherwise. Moodys means Moodys Investors Service, Inc. or any successor
rating agency. Officers Certificate means a certificate signed by the Chairman
of the Board, Vice Chairman, the President or a Vice President (regardless of
vice presidential designation), and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company or any Guarantor, as
the case may be, and delivered to the Trustee. Opinion of Counsel means a written opinion of counsel, who may be
counsel for the Company, any of the Guarantors or the Trustee, unless an
Opinion of Independent Counsel is required pursuant to the terms of this
Indenture, and who shall be acceptable to the Trustee. Opinion of Independent Counsel means a written opinion of counsel
issued by someone who is not an employee or consultant of the Company or any
Guarantor and who shall be acceptable to the Trustee. Original Issue Discount Security means any Security that: (1)
provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 3.1 or (2) does
not provide for the payment of interest prior to maturity. - 7 -




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Outstanding when used with respect to Securities of any series
means, unless otherwise provided pursuant to Section 3.1, as of the date of
determination, all Securities theretofore authenticated and delivered under
this Indenture, except: (a) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; (b) Securities, or portions thereof, for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company or any Affiliate thereof) in trust or set
aside and segregated in trust by the Company or such Affiliate (if the Company
or such Affiliate shall act as the Paying Agent) for the Holders; provided that
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor reasonably satisfactory
to the Trustee has been made; (c) Securities, except to the extent provided in Sections 4.2 and 4.3,
with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article IV; and (d) Securities in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee proof reasonably satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands the Securities are valid obligations of the
Company; provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company, any Guarantor, or any other obligor upon the
Securities or any Affiliate of the Company, any Guarantor, or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the reasonable satisfaction of the
Trustee the pledgees right so to act with respect to such Securities and that
the pledgee is not the Company, any Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, any Guarantor or such other
obligor. Paying Agent means any Person authorized by the Company to pay
the principal of, premium, if any, or interest on any Securities on behalf of
the Company. Person means any individual, corporation, real estate investment
trust, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivisions thereof. Predecessor Security of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and
delivered under Section 3.7 in - 8 -




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exchange for a mutilated Security or in lieu of
a lost, destroyed or stolen Security shall be deemed to evidence the same debt
as the mutilated, lost, destroyed or stolen Security. Preferred Equity Interest, as applied to the Equity Interest of
any Person, means an Equity Interest of any class or classes (however
designated) which is preferred as to the payment of dividends or distributions,
or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such person, over Equity Interests of any other
class of such Person. Qualified Equity Interests of any Person means any and all Equity
Interests of such Person other than Disqualified Equity Interests. Redemption Date when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture. Redemption Price when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which
it is to be redeemed pursuant to this Indenture. Regular Record Date for the interest payable on any Interest
Payment Date means the last day of the calendar month (whether or not a
Business Day) next preceding such Interest Payment Date. Responsible Officer when used with respect to the Trustee means
any officer assigned to the Corporate Trust Office or the agent of the Trustee
appointed hereunder, including any vice president, assistant vice president,
assistant secretary, or any other officer or assistant officer of the Trustee
or the agent of the Trustee appointed hereunder to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject. Restricted Subsidiary means a Subsidiary subject to the covenants
or events of default under the agreements governing other indebtedness of the
Company. S&P means Standard & Poors Ratings Service, a division of the
McGraw Hill Companies, or any successor rating agency. Securities has the meaning specified in the Recitals. Securities Act means the Securities Act of 1933, as amended. Security Register and Security Registrar have the
respective meanings specified in Section 3.6. Special Record Date for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.9.

     Stated Maturity when used with respect to any Indebtedness or any
installment of interest thereon, means the date specified in such Indebtedness
as the fixed date on which the principal of such Indebtedness or such
installment of interest is due and payable. - 9 -




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Subsidiary means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. Successor Security of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security. For the purposes of this definition,
any Security authenticated and delivered under Section 3.7 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. Temporary Cash Investments means (i) any evidence of
Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States of America, or an instrumentality or agency thereof
and guaranteed fully as to principal, premium, if any, and interest by the
United States of America, (ii) any certificate of deposit, maturing not more
than one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution (including the Trustee) that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $500,000,000, whose debt has a rating, at the time as
of which any investment therein is made, of P-1 (or higher) according to
Moodys or A-1 (or higher) according to S&P, (iii) commercial paper, maturing
not more than one year after the date of acquisition, issued by a Person (other
than an Affiliate or Subsidiary of the Company) (including the Trustee)
organized and existing under the laws of the United States of America with a
rating, at the time as of which any investment therein is made, of P-1 (or
higher) according to Moodys or A-1 (or higher) according to S&P and (iv) any
money market deposit accounts issued or offered by a domestic commercial bank
(including the Trustee) having capital and surplus in excess of $500,000,000. Trust Indenture Act means the Trust Indenture Act of 1939, as
amended. Trustee means the Person named as the Trustee in the first
paragraph of this instrument, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
Trustee shall mean such successor Trustee and, if at any time, there is more
than one Trustee, Trustee as used with respect to the Securities of any
series shall mean the Trustee with respect to the Securities of that series. U.S. Person means a citizen or resident of the United States, a
corporation, real estate investment trust, partnership, limited liability
company or other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or an estate or trust, the income
of which is subject to United States federal income taxation regardless of its
source. Unrestricted Subsidiary, with respect to any series of
Securities, shall have the meaning set forth as provided pursuant to Section
3.1. Voting Stock means stock of the class or classes pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of a Person (irrespective of whether or not at the time stock of
any other class or classes shall have or might have voting power by reason of
the happening of any contingency). - 10 -




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SECTION 1.2 Other Definitions. DEFINED INTERM
    
    SECTIONAct
    
    
    1.5Agent Members
    
    
    3.5Bearer Global Security
    
    
    3.5Covenant Defeasance
    
    
    4.3Defaulted Interest
    
    
    3.9Defeasance
    
    
    4.2Defeasance Redemption Date
    
    
    4.4Defeased Securities
    
    
    4.1Global Security
    
    
    2.2Initial Blockage Period
    
    
    12.3Payment Blockage Period
    
    
    12.3Physical Securities
    
    
    3.5Senior Representative
    
    
    12.3Surviving Entity
    
    
    8.1U.S. Government Obligations
    
    
    4.4
 SECTION 1.3 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company, any Guarantor and
any other obligor on the Securities of any series shall furnish to the Trustee
an Officers Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenants compliance with which
constitutes a condition precedent) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions
precedent, if any, have been complied with, except that, in the case of
any such application or request as to which the furnishing of such documents,
certificates and/or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished. - 11 -




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Every certificate or Opinion of Counsel with respect to compliance with a
condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating
thereto; (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 each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with. SECTION 1.4 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company, any Guarantor or
other obligor of the Securities of any series may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Guarantor or
other obligor of the Securities of any series stating that the information with
respect to such factual matters is in the possession of the Company, any
Guarantor or other obligor of the Securities of that series, unless such
counsel knows that the certificate or opinion or representations with respect
to such matters are erroneous. Opinions of Counsel required to be delivered to
the Trustee may have qualifications customary for opinions of the type required
and counsel delivering such Opinions of Counsel may rely on certificates of the
Company or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with. Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. - 12 -




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SECTION 1.5 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Procedures
in connection with acts of Holders with respect to Bearer Securities shall be
as provided pursuant to Section 3.1. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the Act of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture, if made in the manner
provided in this Section. The fact and date of the execution by any person of
any such instrument or writing or the authority of the person executing the
same, may also be proved in any other manner which the Trustee deems sufficient
in accordance with such reasonable rules as the Trustee may determine. (b) The ownership of Securities of any series shall be proved by the
Security Register. (c) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security of any series shall bind every
future Holder of the same Security of that series or the Holder of every
Security of that series issued upon the transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, suffered or omitted
to be done by the Trustee, any Paying Agent or the Company or any Guarantor in
reliance thereon, whether or not notation of such action is made upon such
Security. (d) If the Company shall solicit from the Holders of Securities of one or
more series any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of such Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do
so. Notwithstanding Trust Indenture Act Section 316(c), any such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not more than 30 days prior to the first solicitation of
Holders generally in connection therewith and no later than the date such
solicitation is completed. In the absence of any such record date fixed by the Company, regardless as
to whether a solicitation of the Holders of Securities of one or more series is
occurring on behalf of the Company or any Holder, the Trustee may, at its
option, fix in advance a record date for the determination of such Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Trustee shall have no obligation to do
so. Any such
record date shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than a
date such solicitation is completed. - 13 -




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If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of Securities of one or more series of the requisite proportion
of Securities then Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
Act, and for this purpose the Securities of any series then Outstanding shall
be computed as of such record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other Act by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date. SECTION 1.6 Notices, etc., to Trustee, the Company and any
Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with: (a) the Trustee by any Holder or by the Company or any Guarantor or any
other obligor of the Securities shall be sufficient for every purpose hereunder
if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to or with the Trustee at the Corporate Trust
Office, Attention: Corporate Trust Division, or at any other address previously
furnished in writing to the Holders, the Company, any Guarantor, any other
obligor of the Securities by the Trustee; or (b) the Company or any Guarantor shall be sufficient for every purpose
(except as provided in Section 5.1(c)) hereunder or pursuant to Section 3.1 if
in writing and mailed, first-class postage prepaid, or delivered by recognized
overnight courier, to the Company or such Guarantor addressed to it at Capital
Automotive REIT, 8270 Greensboro Drive, Suite 950, McLean, VA 22102,
Attention: David S. Kay, or at any other address previously furnished in
writing to the Trustee by the Company. SECTION 1.7 Notice to Holders; Waiver. Where this Indenture or the Securities of any series provides for notice
to Holders of the Securities of any series of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Any notice when
mailed to a Holder in the aforesaid manner shall be conclusively deemed to have
been received by such Holder whether or not actually received by such Holder.
Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a - 14 -




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condition precedent to the validity of any action taken in reliance upon such
waiver. Notices to Holders of Bearer Securities shall be provided as may be
specified pursuant to Section 3.1. In case by reason of the suspension of regular mail service or by reason
of any other cause, it shall be impracticable to mail notice of any event as
required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice. SECTION 1.8 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with any provision
of the Trust Indenture Act or another provision which is required or deemed to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, the provision or requirement of the Trust Indenture Act shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be. SECTION 1.9 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. SECTION 1.10 Successors and Assigns. All covenants and agreements in this Indenture by the Company and the
Guarantors shall bind their successors and assigns, whether so expressed or
not. SECTION 1.11 Separability Clause. In case any provision in this Indenture or in the Securities of any series
or in any Guarantees shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. SECTION 1.12 Benefits of Indenture. Nothing in this Indenture or in the Securities or the Guarantees, express
or implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any
legal or equitable right, remedy or claim under this Indenture. SECTION 1.13 Governing Law. THIS INDENTURE AND THE SECURITIES OF ANY SERIES AND ANY INTEREST COUPONS
APPERTAINING THERETO AND ANY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF). - 15 -




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SECTION 1.14 Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security of any series shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity and no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to the next succeeding Business Day. SECTION 1.15 Schedules and Exhibits. All schedules and exhibits attached hereto are by this reference made a
part hereof with the same effect as if herein set forth in full. SECTION 1.16 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 II SECURITY FORMS SECTION 2.1 Forms Generally. The Securities of each series and the Trustees certificate of
authentication and the interest coupons, if any, to be attached thereto shall
be in substantially such form as shall be established by or pursuant to a Board
Resolution 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 may be required to comply with the rules of any applicable
securities exchange, organizational document, governing instrument or law or as
may, consistently herewith, be determined by the officers executing the
Securities of that series and interest coupons, if any, to be attached thereto,
as evidenced by their execution of the Securities and interest coupons, if any.
If temporary Securities of any series are issued as permitted by Section 3.4,
the form thereof also shall be established as provided in the preceding
sentence. If the forms of Securities and interest coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution,
a copy of the Board Resolution together with an appropriate record of any such
action taken pursuant thereto, including a copy of the approved form of
Securities or interest coupons, if any, shall be delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities. Any portion
of the text of any Security may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Security. - 16 -




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Unless otherwise provided pursuant to Section 3.1, Bearer Securities, if
any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities of that series may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities. SECTION 2.2 Form of and Provisions Required in Global
Security. If Securities of or within a series are issuable in whole or in part in
global form, such Global Securities will be subject to Sections 3.1, 3.3, 3.4
(if applicable), 3.5 and 3.6. Unless otherwise provided pursuant to Section 3.1, any Global Security
issued hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. IF THE DEPOSITORY TRUST COMPANY IS ACTING AS THE DEPOSITARY, INSERT 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. SECTION 2.3 Form of Trustees Certificate of Authentication. Unless otherwise provided pursuant to Section 3.1, the Trustees
certificate of authentication shall be included on the Securities and shall be
substantially in the form as follows: - 17 -




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TRUSTEES CERTIFICATE OF AUTHENTICATION. This is one of the Securities referred to in the within-mentioned
Indenture. [Name of Trustee] As Trustee By: Authorized Signatory SECTION 2.4 Form of Guarantee of Each of the Guarantors. If a Guarantee is to be endorsed on a Security of any series, the form of
Guarantee shall be set forth on the Securities substantially as follows: GUARANTEES For value received, each of the undersigned hereby unconditionally
guarantees, jointly and severally, to the holder of this Security the payment
of principal of, premium, if any, and interest on this Security in the amounts
and at the time when due and interest on the overdue principal and interest, if
any, of this Security, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Securities, to the holder
of this Security and the Trustee, all in accordance with and subject to the
terms and limitations of this Security and Article Thirteen of the Indenture.
These Guarantees will not become effective until the Trustee duly executes the
certificate of authentication on this Security. [LIST OF GUARANTORS] Attest:By:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:
 ARTICLE III THE SECURITIES SECTION 3.1 Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series. - 18 -




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(b) The following matters shall be established with respect to each series
of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in an Officers Certificate or (iii) in one
or more indentures supplemental hereto: (i) the title of the Securities of the series (which title shall
distinguish the Securities of the series from all other series of
Securities); (ii) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this
Indenture (which limit shall not pertain to Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 3.4, 3.6,
3.7, 9.6 or 11.8 or any Securities of the series that, pursuant to
Section 3.3, are deemed never to have been authenticated and delivered
hereunder); (iii) the date or dates on which the principal of and premium, if
any, on the Securities of the series will mature or the method or methods
of determining such date or dates; (iv) the rate or rates (which may be fixed or variable) at which the
Securities of the series shall bear interest, if any, or the method or
methods of calculating such rate or rates; (v) the date or dates from which such interest, if any, shall accrue
or the method or methods by which such date or dates shall be determined; (vi) the date or dates on which interest, if any, shall be payable
and the record date or dates therefor, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day
months; (vii) the place or places where the principal of, premium, if any,
and interest, if any, on Securities of the series shall be payable, or at
which Securities of the series may be surrendered for registration of
transfer and exchange; (viii) the period or periods within which, the price or prices at
which, the currency or currencies if other than in United States dollars
(including currency unit or units) in which, and the other terms and
conditions upon which, Securities of the series may be redeemed, in whole
or in part, at the option of the Company; (ix) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event or at the option of
a Holder thereof and the period or periods within which, the price or
prices at which, the currency or currencies (if other than United States
dollars) (including currency unit or units) in which, and the other terms
and conditions upon which, Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation; - 19 -




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(x) the denominations in which Securities of the series are
authorized to be issued; (xi) the currency or currency unit in which such Securities may be
denominated and/or the currency or currencies (including currency unit or
units) in which principal of, premium, if any, and interest, if any, on
such Securities will be payable and whether the Company or the holders of
any such Securities may elect to receive payments in respect of such
Securities in a currency or currency unit other than that in which such
Securities are stated to be payable; (xii) if the amount of payments of principal of, premium, if any,
and interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula
or method may be based, without limitation, on a currency or currencies
(including currency unit or units) other than that in which the
Securities of the series are denominated or designated to be payable),
the manner in which such amounts will be determined; (xiii) if other than the entire principal amount thereof, the
portion of the principal amount of such Securities of the series which
shall be payable upon declaration of acceleration thereof pursuant to
Section 5.2 or the method by which such portion shall be determined; (xiv) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be
specified; (xv) any addition to, modifications of or deletion from the Events
of Default set forth in Section 5.1 or covenants of the Company set forth
in Article Nine pertaining to the Securities of the series; (xvi) the circumstances, if any, under which the Company will pay
additional amounts on the Securities of that series held by a Person who
is not a U.S. Person (including any modification of the definition of
such term) in respect of taxes, assessments or similar charges; (xvii) whether Securities of the series shall be issuable in
registered or bearer form (with or without interest coupons), or both,
and any restrictions applicable to the offering, sale, transfer or
delivery of Bearer Securities and, if other than as provided in Section
3.6, the terms upon which Bearer Securities of a series may be exchanged
for Securities of the same series and vice versa; (xviii) the date as of which any Bearer Securities of the series and
any temporary Global Security representing Outstanding Securities of the
series shall be dated, if other than the date of original issuance of the
first Security of the series to be issued; (xix) the forms of the Securities and interest coupons, if any, of
the series; - 20 -




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(xx) if other than the Trustee, the identity of the Registrar and
any Paying Agent; (xxi) the application, if any, of such means of defeasance or
covenant defeasance as may be specified for such Securities of that
series; (xxii) whether such Securities of the series are to be issued in
whole or in part in the form of one or more temporary or permanent Global
Securities, and, if so, the identity of the Depositary or its nominee, if
any, for such Global Securities, and the circumstances under which the
beneficial owners of interests in any Securities of the series in global
form may exchange such interests for certificated Securities of that
series, to be registered in the names of or to be held by such beneficial
owners or their nominees; (xxiii) if the Securities of the series may be issued or delivered,
or any installment of principal or interest is payable, only upon receipt
of certain certificates or other documents or satisfaction of other
conditions in addition to those specified in this Indenture, the form and
terms of such certificates, documents or conditions; (xxiv) if other than as provided in Section 3.9, the Person to whom
any interest on any Security of the series shall be payable and the
manner in which, or the Person to whom, any interest on any Bearer
Securities of the series shall be payable; (xxv) any definitions for Securities of that series which are not to
be as set forth in this Indenture, including, without limitation, the
definition of Unrestricted Subsidiary to be used for that series; (xxvi) whether such Debt Securities are guaranteed and, if so, the
identity of the Guarantors and the terms of such Guarantees (including
whether and the extent to which the Guarantees are subordinated to the
other indebtedness of the Guarantors); (xxvii) the terms, if any, upon which the Company may be able to
redeem such Debt Securities prior to their maturity including the dates
on which such redemptions may be made and the price at which such
redemptions may be made; (xxviii) the terms, if any, upon which such Securities of any series
may be converted or exchanged into or for Common Shares, Preferred Shares
or other securities or property of the Company; (xxix) any restrictions on the registration, transfer or exchange of
the Securities; and (xxx) any other terms not inconsistent with the terms of the
Indenture pertaining to the Securities or which may be required by or
advisable under United States laws or regulations or advisable (as
determined by the Company) in connection with the marketing of Securities
of the series. - 21 -




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(c) All provisions set forth in this Indenture shall be applicable to each
series of Debt Securities issued hereunder unless otherwise specified in a
supplemental indenture entered into pursuant to this Section 3.1, in which case
the provisions of the supplemental indenture shall govern and references herein
to unless otherwise provided pursuant to Section 3.1 are not intended to
limit what provisions may be amended pursuant to any supplemental indenture.
Subject to Sections 1.8, 1.13 and any controlling provision of the Trust
Indenture Act, in the event of any inconsistency between the terms of this
Indenture and the terms applicable to a series of Securities established in the
manner permitted by this Section 3.1, the (i) Board Resolution, (ii) Officers
Certificate or (iii) supplemental indenture setting forth such conflicting term
shall prevail. (d) All Securities of any one series and interest coupons, if any,
appertaining thereto shall be substantially identical except as to denomination
and except as may otherwise be provided (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in the related Officers
Certificate or (iii) in an indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided,
a series may be reopened, without the consent of the Holders, for issuances of
additional Securities of that series. (e) If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers
Certificate setting forth, or providing the manner for determining, the terms
of the Securities of that series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of that
series shall be delivered to the Trustee prior to the authentication and
delivery thereof. (f) Unless otherwise provided pursuant to Section 3.1, payment of the
principal of, premium, if any, and interest on the Securities shall be made at
the office or agency of the Company maintained for that purpose as the Company
may designate pursuant to Section 3.1, in the United States, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made (i) by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Security Register or (ii) by wire transfer in immediately available funds to an
account specified (not later than one Business Day prior to the applicable
Interest Payment Date) by the Holder thereof. If any of the Securities are held
by the Depository, payments of interest may be made by wire transfer to the
Depository. Procedures with respect to payments in connection with Bearer
Securities shall be established pursuant to Section 3.1. SECTION 3.2 Denominations. Unless otherwise provided pursuant to Section 3.1, the Securities shall be
issuable only in registered form without coupons and only in denominations of
$1,000 and any integral multiple of $1,000, and Bearer Securities shall be
issued in denominations of $5,000 or any integral multiple of $5,000.
Securities denominated in a foreign currency shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture. - 22 -




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SECTION 3.3 Execution, Authentication, Delivery and Dating. Unless otherwise provided pursuant to Section 3.1, the Securities of any
series shall be executed on behalf of the Company by one of its Chairman of the
Board, its President or one of its Vice Presidents. Securities and interest coupons, if any, on Securities bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices on the date of such
Securities. At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any interest
coupons appertaining thereto, of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security of any series shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Unless otherwise provided pursuant to Section 3.1, in case the Company or
any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or
into any other Person or shall sell, assign, convey, transfer or lease
substantially all of its properties and assets to any Person, and the successor
Person resulting from such consolidation, or surviving such merger, or into
which the Company or such Guarantor shall have been merged, or the Person which
shall have received a sale, assignment, conveyance, transfer or lease as
aforesaid, shall have executed an indenture supplemental hereto with the
Trustee pursuant to Article Eight, any of the Securities authenticated or
delivered prior to such consolidation, merger, sale, assignment, conveyance,
transfer or lease may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Request of
the successor Person, shall authenticate and deliver Securities as specified in
such
request for the purpose of such exchange. If Securities shall at any time
be authenticated and delivered in any new name of a successor Person pursuant
to this Section in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the Holders
but without expense to them, shall provide for the exchange of all Securities
at the time Outstanding for Securities authenticated and delivered in such new
name. - 23 -




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The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities on behalf of the Trustee. Unless limited by the
terms of such appointment, an authenticating agent may authenticate 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 Security Registrar or Paying
Agent to deal with the Company and its Affiliates. The Bearer Securities will be transferable by delivery. Other terms,
conditions and restrictions in connection with Bearer Securities will be as
provided pursuant to Section 3.1. The specific terms of the depositary arrangement with respect to any
portion of a series of Securities to be represented by a Global Security will
be as provided pursuant to Section 3.1. SECTION 3.4 Temporary Securities. Unless otherwise provided pursuant to Section 3.1, pending the preparation
of definitive Securities of any series, the Company may execute, and upon
Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities of any series in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Unless otherwise provided pursuant to Section 3.1, after the preparation
of definitive Securities of any series, the temporary Securities of any series
shall be exchangeable for definitive Securities of that series upon surrender
of the temporary Securities of that series at the office or agency of the
Company designated for such purpose pursuant to Section 10.2, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of authorized denominations. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of that series. SECTION 3.5 Global Securities. (a) Unless otherwise provided pursuant to Section 3.1, any Global Security
of any series shall, if the Depositary permits, (i) be registered in the name
of the Depositary for such Global Security or the nominee of such Depositary,
(ii) be deposited with, or on behalf of, the Depositary and (iii) bear legends
as set forth in Section 2.2; provided, that the Securities are eligible to be
in the form of a Global Security. Members of, or participants in, the Depositary (Agent Members) shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company from giving effect to any written certification, proxy or other
authorization furnished by the - 24 -




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Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Security. The Securities of any series may also be issued in whole or in part in the
form of one or more bearer global securities (a Bearer Global Security) that
will be deposited with a depositary, or with a nominee for such a depositary,
as provided pursuant to Section 3.1. Any Bearer Global Security may be issued
in temporary or permanent form. The specific terms and procedures, including
the specific terms of the depositary arrangement, with respect to any portion
of a series of Securities to be represented by one or more Bearer Global
Securities will be as provided pursuant to Section 3.1. (b) Unless otherwise provided pursuant to Section 3.1, transfers of the
Global Security of a series shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in a Global Security may be
transferred in accordance with the rules and procedures of the Depositary.
Under the circumstances described in this clause (b) below, beneficial owners
shall obtain physical securities in the form provided pursuant to Section 3.1
(Physical Securities) in exchange for their beneficial interests in a Global
Security in accordance with the Depositarys and the Securities Registrars
procedures. In connection with the execution, authentication and delivery of
such Physical Securities, the Security Registrar shall reflect on its books and
records a decrease in the principal amount of the Global Security equal to the
principal amount of such Physical Securities and the Company shall execute and
the Trustee shall authenticate and deliver one or more Physical Securities
having an equal aggregate principal amount. Unless otherwise provided pursuant
to Section 3.1, the Securities will be delivered in certificated form if (i)
the Depositary ceases to be registered as a clearing agency under the Exchange
Act or is not willing or no longer willing or able to provide securities
depository services with respect to the Securities and a successor depositary
is not appointed by the Company within 90 days, (ii) the Company, in its sole
discretion, so determines or (iii) there shall have occurred an Event of
Default or an event which, with the giving of notice or lapse of time or both,
would constitute an Event of Default with respect to the Securities represented
by such Global Security and such Event of Default or event continues for a
period of 90 days. (c) In connection with any transfer of a portion of the beneficial
interest in a Global Security to a Physical Security pursuant to Subsection (b)
of this Section to beneficial owners, the Security Registrar shall reflect on
its books and records the date and a decrease in the principal amount of a
Global Security in an amount equal to the principal amount of the beneficial
interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Physical
Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Security of any
series to beneficial owners pursuant to Subsection (b) of this Section, a
Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in a Global Security, an equal aggregate principal
amount of Physical Securities of authorized denominations. - 25 -




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(e) The registered holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities. SECTION 3.6 Registration, Registration of Transfer and Exchange. Unless otherwise provided pursuant to Section 3.1, the Company shall cause
to be kept at the Corporate Trust Office of the Trustee, or such other office
as the Trustee may designate, a register (the register maintained in such
office and in any other office or agency designated pursuant to Section 10.2
being herein sometimes referred to as the Security Register) in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities of any series and
of transfers of Securities of any series. The Trustee or an agent thereof shall
initially be the Security Registrar for the purpose of registering Securities
of any series and transfers of Securities of any series as herein provided. Procedures with respect to the registration and registration of transfer
and exchange, and other matters related thereto, with respect to Bearer
Securities shall be provided pursuant to Section 3.1. Unless otherwise provided pursuant to Section 3.1, upon surrender for
registration of transfer of any Security of any series at the office or agency
of the Company designated pursuant to Section 10.2, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of that series of any
authorized denomination or denominations, of a like aggregate principal amount. Furthermore, any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interest in such Global
Security may be effected only through a book-entry system maintained by the
Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Securities shall be required to be reflected in a
book entry. Unless otherwise provided pursuant to Section 3.1, at the option of the
Holder, Securities of any series may be exchanged for other Securities of that
series of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities of that series to be
exchanged at such office or agency. Whenever any Securities of any series are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities of that series which the Holder
making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of
Securities of any series shall be the valid obligations of the Company,
evidencing the same Indebtedness, and entitled to the same benefits under this
Indenture, as the Securities of the series surrendered upon such registration
of transfer or exchange. - 26 -




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Unless otherwise provided pursuant to Section 3.1, every Security
presented or surrendered for registration of transfer, or for exchange or
redemption shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of
transfer or exchange or redemption of Securities of any series, but the Company
may require payment of a sum sufficient to pay all documentary, stamp or
similar issue or transfer taxes or other governmental charges that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Sections 3.3, 3.4, 3.5, 3.6, 3.7
and 9.6, not involving any transfer. Unless otherwise provided pursuant to Section 3.1, the Company shall not
be required (a) to issue, register the transfer of or exchange any Security of
any series during a period beginning at the opening of business (i) 15 days
before the date of selection of Securities of that series for redemption under
Section 11.4 and ending at the close of business on the day of such selection
or (ii) 15 days before an Interest Payment Date and ending on the close of
business on the Interest Payment Date, or (b) to register the transfer of or
exchange any Security of that series so selected for redemption in whole or in
part, except the unredeemed portion of Securities of that series being redeemed
in part. Except as otherwise permitted pursuant to Section 3.4, any Security of a
series authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, any Global Security, whether pursuant to this
Section, Sections 3.4, 3.7, 9.6 or 11.8 or otherwise, shall also be a Global
Security and bear the legend specified in Section 2.2. SECTION 3.7 Mutilated, Destroyed, Lost and Stolen Securities. If, (a) any mutilated Security of any series is surrendered to the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security of any series,
and there is delivered to the Company, each Guarantor and the Trustee, such
security or indemnity, in each case, as may be required by them to save each of
them harmless, then, in the absence of notice to the Company, any Guarantor or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in
lieu of any such destroyed, lost or stolen Security, a replacement Security of
that series of like tenor and principal amount, bearing a number not
contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security of any
series has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a replacement Security of that series, pay
such Security. Upon the issuance of any replacement Securities of that series under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. - 27 -




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Every replacement Security of a series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security of that series shall constitute
an original additional contractual obligation of the Company and the
Guarantors, if any, whether or not the destroyed, lost or stolen Security of
that series shall be at any time enforceable by anyone, and shall be entitled
to all benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder. Procedures relating to mutilated, destroyed, lost or stolen Bearer
Securities shall be provided pursuant to Section 3.1. The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.8 [RESERVED]. SECTION 3.9 Payment of Interest; Interest Rights Preserved. Unless otherwise provided pursuant to Section 3.1, interest on any
Security of a series which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name
that Security of that series is registered at the close of business on the
Regular Record Date for such interest. Unless otherwise provided pursuant to Section 3.1, any interest on any
Security of a series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date and interest on such defaulted
interest at the then applicable interest rate borne by the Securities of that
series, to the extent lawful (such defaulted interest and interest thereon
herein collectively called Defaulted Interest) shall forthwith cease to be
payable to the Holder on the Regular Record Date; and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in
Subsection (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of that 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 Security of that series and the date (not less than 30 days
after such notice) 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 Subsection 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 in writing of such Special Record Date. In the name and at the expense
of the Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, - 28 -




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first-class postage prepaid, to each Holder at his address as it appears in the
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 Securities of that series are registered
on such Special Record Date and shall no longer be payable pursuant to the
following Subsection (b). (b) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of that series may be listed, and upon such notice as
may be required by such exchange, if, after written notice given by the Company
to the Trustee of the proposed payment pursuant to this Subsection, such
payment shall be deemed practicable by the Trustee. Payment of interest and preservation of interest rights of Bearer
Securities shall be set forth pursuant to Section 3.1. Subject to the foregoing provisions of this Section, each Security of any
series delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security of the same series shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security of the same series. SECTION 3.10 Persons Deemed Owners. Unless otherwise provided pursuant to Section 3.1, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the
Trustee may treat the Person in whose name any Security of any series is
registered as the owner of such Security for the purpose of receiving payment
of principal of, premium, if any, and (subject to Section 3.9) interest on such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any agent of
the Company, any Guarantor or the Trustee shall be affected by notice to the
contrary. Unless otherwise provided as contemplated by Section 3.1, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the
Trustee may treat the bearer of any Bearer Security of any series and the
bearer of any interest coupon as the absolute owner of such Bearer Security or
interest coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Bearer
Security or interest coupon be overdue, and neither the Company, any Guarantor,
the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary. No holder of any beneficial interest in any Global Security of any series
held on its behalf by a Depositary of that series shall have any rights under
this Indenture with respect to such Global Security of that series, and such
Depositary may be treated by the Company, any Guarantor, the Trustee and any
agent of the Company, any Guarantor or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, any Guarantor, the Trustee or any agent of
the Company, any Guarantor or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and such holders - 29 -




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of beneficial interests, the
operation of customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security of any series. SECTION 3.11 Cancellation. All Securities of any series surrendered for payment, purchase,
redemption, registration of transfer or exchange shall be delivered to the
Trustee and, if not already cancelled, shall be promptly cancelled by it. The
Company and any Guarantor may at any time deliver to the Trustee for
cancellation any Securities of any series previously authenticated and
delivered hereunder which the Company or such Guarantor may have acquired in
any manner whatsoever, and all Securities of any series so delivered shall be
promptly cancelled by the Trustee. No Securities of any series shall be
authenticated in lieu of or in exchange for any Securities of that series
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities of any series held by the Trustee shall be
destroyed and certification of their destruction delivered to the Company
unless by a Company Order the Company shall direct that copies of the canceled
Securities of that series be returned to it. The Trustee shall provide the
Company a list of all Securities of the series that have been canceled from
time to time as requested by the Company. SECTION 3.12 CUSIP Numbers. The Company in issuing the Securities of any series may use CUSIP
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities of that series or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities of that series, and any such
redemption shall not be affected by any defect in or omission of such numbers. ARTICLE IV DEFEASANCE AND COVENANT DEFEASANCE Unless otherwise provided pursuant to Section 3.1, Securities of any
series shall be subject to the following provisions: SECTION 4.1 Companys Option to Effect Defeasance or Covenant
Defeasance. Unless otherwise provided pursuant to Section 3.1, the Company may, at its
option by Board Resolution, at any time, with respect to the Securities of any
series, elect to have either Section 4.2 or Section 4.3 be applied to all of
the Outstanding Securities of any series (the Defeased Securities), upon
compliance with the conditions set forth below in this Article Four. SECTION 4.2 Defeasance and Discharge. Unless otherwise provided pursuant to Section 3.1, upon the Companys
exercise under Section 4.1 of the option applicable to this Section 4.2, the
Company, each of the Guarantors, if any, and any other obligor upon the
Securities of any series, if any, shall be deemed to have been - 30 -




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discharged from
its obligations with respect to the Defeased Securities on the date the
conditions set forth below are satisfied (hereinafter, Defeasance). For this
purpose, such Defeasance means that the Company, each of the Guarantors, if
any, and any other obligor under the Indenture shall be deemed to have paid and
discharged the entire Indebtedness represented by the Defeased Securities of
that series, which shall thereafter be deemed to be Outstanding only for the
purposes of Section 4.5 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, and, upon written request, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of Defeased Securities to receive, solely from the trust fund
described in Section 4.4 and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest on such
Securities when such payments are due, (b) the Companys obligations with
respect to such Defeased Securities under Sections 3.4, 3.5, 3.6, 10.2 and
10.3, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including, without limitation, the Trustees rights under Section
6.6, (d) this Article Four and (e) if the Security is convertible, the right of
the Holder to convert the Security according to the terms set forth pursuant to
Section 3.1. Subject to compliance with this Article Four, the Company may
exercise its option under this Section 4.2 notwithstanding the prior exercise
of its option under Section 4.3 with respect to the Securities of that series. SECTION 4.3 Covenant Defeasance. Upon the Companys exercise under Section 4.1 of the option applicable to
this Section 4.3, the Company and each Guarantor shall be released from its
obligations under any covenant or provision contained or referred to in Article
Ten (except Section 10.2 and 10.3) or otherwise set forth in this Indenture and
expressly made subject to this Section 4.3 pursuant to Section 3.1, and the
provisions of Article Thirteen, if applicable, shall not apply, with respect to
the Defeased Securities on and after the date the conditions set forth below
are satisfied (hereinafter, Covenant Defeasance), and the Defeased Securities
shall thereafter be deemed to be not Outstanding for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants and the
provisions of Article Thirteen, if applicable, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such Covenant
Defeasance means that, with respect to the
Defeased Securities, the Company and each Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or Article, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 5.1(c), (d)
or (g), but, except as specified above, the remainder of this Indenture and
such Defeased Securities shall be unaffected thereby. SECTION 4.4 Conditions to Defeasance or Covenant Defeasance. Unless otherwise provided pursuant to Section 3.1, the following shall be
the conditions to application of either Section 4.2 or Section 4.3 to the
Defeased Securities: - 31 -




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(a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 6.8
who shall agree to comply with the provisions of this Article Four applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (a) United States dollars in an
amount, or (b) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money
in an amount, or (c) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge the principal
of, premium, if any, and interest on the Defeased Securities on the Stated
Maturity of such principal or installment of principal or interest (or on the
Defeasance Redemption Date as defined pursuant to Section 3.1), if when
exercising under Section 4.1 either its option applicable to Section 4.2 or its
option applicable to Section 4.3, the Company shall have delivered to the
Trustee an irrevocable notice to redeem all of the Outstanding Securities of
the applicable series on the Defeasance Redemption Date); provided that the
Trustee shall have been irrevocably instructed to apply such United States
dollars or the proceeds of such U.S. Government Obligations to said payments
with respect to the Securities of that series. For this purpose, U.S.
Government Obligations means securities that are (i) direct obligations of the
United States of America for the timely payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt. (b) In the case of an election under Section 4.2, the Company shall have
delivered to the Trustee an Opinion of Independent Counsel in the United States
stating that (A) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (B) since the date of this 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 Independent Counsel
in the United States shall confirm that, the holders of the Outstanding
Securities 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. - 32 -




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(c) In the case of an election under Section 4.3, the Company shall have
delivered to the Trustee an Opinion of Independent Counsel in the United States
to the effect that the holders of the Outstanding Securities 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. (d) No Default or Event of Default shall have occurred and be continuing
on the date of such deposit or insofar as Sections 5.1(h) and (i) are
concerned, at any time during the period ending on the 91st day after the date
of deposit. (e) Such Defeasance or Covenant Defeasance shall not cause the Trustee for
the Securities of that series to have a conflicting interest with respect to
any securities of the Company or any Guarantor. (f) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a Default under, this Indenture or any other
material agreement or instrument to which the Company or any Guarantor is a
party or by which it is bound. (g) The Company shall have delivered to the Trustee an Opinion of
Independent Counsel to the effect that (A) the trust funds will not be subject
to any rights of holders of Indebtedness senior to the Notes, including,
without limitation, those arising under this Indenture and (B) after the 91st
day following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors rights generally. (h) The Company shall have delivered to the Trustee an Officers
Certificate stating that the deposit was not made by the Company with the
intent of preferring the holders of the Securities of that series or any
Guarantee over the other creditors of the Company or any Guarantor with the
intent of defeating, hindering, delaying or defrauding creditors of the
Company, any Guarantor or others. (i) No event or condition shall exist that would prevent the Company from
making payments of the principal of, premium, if any, and interest on the
Securities of that series on the date of such deposit or at any time ending on
the 91st day after the date of such deposit. (j) The Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Independent Counsel, each stating that all
conditions precedent provided for relating
to either the Defeasance under Section 4.2 or the Covenant Defeasance
under Section 4.3 (as the case may be) have been complied with as contemplated
by this Section 4.4. Opinions of Counsel or Opinions of Independent Counsel required to be
delivered under this Section may have qualifications customary for opinions of
the type required and counsel delivering such opinions may rely on certificates
of the Company or government or other officials customary for opinions of the
type required, including certificates certifying as to matters of fact,
including that various financial covenants have been complied with. - 33 -




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SECTION 4.5 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee as permitted
under Section 4.4 (collectively, for purposes of this Section 4.5, the
Trustee) pursuant to Section 4.4 in respect of the Defeased Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 4.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
United States dollars or U.S. Government Obligations held by it as provided in
Section 4.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect Defeasance or Covenant Defeasance. SECTION 4.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 4.2 or 4.3,
as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Companys and any Guarantors obligations under this
Indenture and the Securities of that series and the provisions of Article
Thirteen hereof shall be revived and reinstated as though no deposit had
occurred pursuant to Section 4.2 or 4.3, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such United States
dollars or U.S. Government Obligations in accordance with Section 4.2 or 4.3,
as the case may be; provided, however, that if the Company makes any payment to
the Trustee or Paying Agent of principal of, premium, if any, or interest on
any Security following the reinstatement of its obligations, the Trustee or
Paying Agent shall promptly pay any such amount to the Holders
of the Securities of that series and the Company shall be subrogated to
the rights of the Holders of such Securities of that series to receive such
payment from the money held by the Trustee or Paying Agent. - 34 -




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ARTICLE V REMEDIES SECTION 5.1 Events of Default. Unless otherwise provided pursuant to Section 3.1, Event of Default,
wherever used herein with respect to the Securities of any series, means any
one of the following events which has occurred and is continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body): (a) there shall be a default in the payment of any interest on any
Security of that series when it becomes due and payable, and such default shall
continue for a period of 3 days; (b) there shall be a default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity (upon
acceleration, optional or mandatory redemption, required repurchase or
otherwise); (c) (i) there shall be a default in the performance, or breach, of any
covenant or agreement of the Company or any Guarantor under this Indenture
(other than a default in the performance or breach of a covenant or agreement
which is specifically dealt with in clause (a) or (b) or in clause (ii) of this
clause (c)) and such default or breach shall continue for a period of 30 days
after written notice has been given, by certified mail, (1) to the Company by
the Trustee or (2) to the Company and the Trustee by the Holders of at least
25% in aggregate principal amount of the Outstanding Securities of the series;
or (ii) there shall be a default in the performance or breach of the provisions
of Article Eight; (d) one or more defaults shall have occurred under any agreements,
indentures or instruments under which the Company, any Guarantor or any
Restricted Subsidiary then has outstanding Indebtedness in excess of
$10,000,000 in the aggregate and, if not already matured at its final maturity
in accordance with its terms, such Indebtedness shall have been accelerated; (e) any Guarantee shall for any reason cease to be, or be asserted in
writing by any Guarantor or the Company not to be, in full force and effect,
and enforceable in accordance with its terms, except to the extent contemplated
by this Indenture and any such Guarantee; (f) one or more judgments, orders or decrees for the payment of money in
excess of $10,000,000 either individually or in the aggregate (net of amounts
covered by insurance, bond, surety or similar instrument), shall be entered
against the Company, any Guarantor, or any Restricted Subsidiary or any of
their respective properties and shall not be discharged and either (a) any
creditor shall have commenced an enforcement proceeding upon such judgment,
order or decree or (b) there shall have been a period of 60 consecutive days
during which a stay of
enforcement of such judgment or order, by reason of an appeal or
otherwise, shall not be in effect; - 35 -




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(g) any holder or holders of at least $10,000,000 in aggregate principal
amount of Indebtedness of the Company, any Guarantor, or any Restricted
Subsidiary after a default under such Indebtedness shall notify the Trustee of
the intended sale or disposition of any assets of the Company, any Guarantor or
any Restricted Subsidiary that have been pledged to or for the benefit of such
holder or holders to secure such Indebtedness or shall commence proceedings, or
take any action (including by way of set-off), to retain in satisfaction of
such Indebtedness or to collect on, seize, dispose of or apply in satisfaction
of Indebtedness, assets of the Company or any Restricted Subsidiary (including
funds on deposit or held pursuant to lock-box and other similar arrangements); (h) there shall have been the entry by a court of competent jurisdiction
of (i) a decree or order for relief in respect of the Company, any Guarantor or
any Restricted Subsidiary in an involuntary case or proceeding under any
applicable Bankruptcy Law or (ii) a decree or order adjudging the Company, any
Guarantor or any Restricted Subsidiary bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company, any Guarantor or any Restricted Subsidiary under any applicable
federal or state law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company, any
Guarantor or any Restricted Subsidiary or of any substantial part of their
respective properties, or ordering the winding up or liquidation of their
affairs, and any such decree or order for relief shall continue to be in
effect, or any such other decree or order shall be unstayed and in effect, for
a period of 60 consecutive days; or (i) (i) the Company, any Guarantor or any Restricted Subsidiary commences
a voluntary case or proceeding under any applicable Bankruptcy Law or any other
case or proceeding to be adjudicated bankrupt or insolvent, (ii) the Company,
any Guarantor or any Restricted Subsidiary consents to the entry of a decree or
order for relief in respect of the Company, any Guarantor or such Restricted
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, (iii) the Company, any Guarantor or any Restricted Subsidiary files
a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or (iv) the Company, any Guarantor or any
Restricted Subsidiary (1) consents to the filing of such petition or the
appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company, any
Guarantor or such Restricted Subsidiary or of any substantial part of its
respective properties, (2) makes an assignment for the benefit of creditors or
(3) admits in writing its inability to pay its debts generally as they become
due. Unless otherwise provided pursuant to Section 3.1, the Company shall
deliver to the Trustee within five business days after the occurrence thereof,
written notice, in the form of an Officers Certificate, of any Default, its
status and what action the Company is taking or proposes to take with respect
thereto. Unless the Corporate Trust Office of the Trustee has received written
notice of an Event of Default of the nature described in this Section, the
Trustee shall not be deemed to have knowledge of such Event of Default for the
purposes of Article Five or for any other purpose. - 36 -




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SECTION 5.2 Acceleration of Maturity; Rescission and
Annulment. Unless otherwise provided pursuant to Section 3.1, if an Event of Default
(other than an Event of Default specified in Sections 5.1(h) and (i)) shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities Outstanding of the applicable
series may, and the Trustee at the request of the Holders of not less than 25%
in aggregate principal amount of the Securities of the applicable series
Outstanding shall, declare all unpaid principal of, premium, if any, and
accrued interest on, all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders of the Securities of that series). Thereupon the Trustee may, at
its discretion, proceed to protect and enforce the rights of the Holders of the
Securities of that series by appropriate judicial proceeding. If an Event of
Default specified in clause (h) or (i) of Section 5.1 occurs and is continuing,
then all the Securities shall ipso facto become and be immediately due and
payable, in an amount equal to the principal amount of the Securities of that
series, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or any Holder. Unless otherwise provided pursuant to Section 3.1, at any time after such
declaration of acceleration has been made but before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in aggregate principal amount
of the Securities Outstanding of the applicable series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to
pay (i) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue interest on all Securities of any
series, (iii) the principal of and premium, if any, on any Securities of any
series which have become due otherwise than by such declaration of acceleration
and interest thereon at a rate borne by the Securities, and (iv) to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate borne by the Securities; and (b) all Events of Default, other than the non-payment of principal of the
Securities of any series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right
consequent thereon provided in Section 5.13. Provisions relating to
acceleration of the Maturity of a portion of the principal amount of an
Original Issue Discount Security upon the occurrence of an Event of Default and
the continuation thereof shall be provided pursuant to Section 3.1. SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company, as to Securities of any series, and any Guarantor, as to
Securities of any series guaranteed by such Guarantor, covenant that if - 37 -




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(a) default is made in the payment of any interest on any such Security
when such interest becomes due and payable and such default continues for a
period of 3 days, or (b) default is made in the payment of the principal of or premium, if any,
on any such Security at the Stated Maturity thereof, the Company and, if
applicable, any such Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, subject to Article Thirteen, if
applicable, the whole amount then due and payable on such Securities for
principal and premium, if any, and interest, with interest upon the overdue
principal and premium, if any, and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest, at the
rate borne by the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. If the Company or, if applicable, any Guarantor fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or, if applicable, any
Guarantor or any other obligor upon the Securities of any series and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or, if applicable, any Guarantor or any other
obligor upon the Securities of that series, wherever situated. If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or the Guarantees by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including, seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the
terms of a Guarantee, or to enforce any other proper remedy, subject however to
Section 5.12. SECTION 5.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including
each Guarantor, upon the Securities of any series or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of that 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 on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise, - 38 -




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(a) to file and prove a claim for the whole amount of principal, and
premium, if any, and interest owing and unpaid in respect of the Securities of
that 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
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and (b) subject to Article Thirteen, if applicable, to collect and receive any
moneys, securities or other property payable or deliverable upon any conversion
or exchange of Securities of that series or upon any such claims and to
distribute the same; and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
6.6. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of any series or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding. SECTION 5.5 Trustee May Enforce Claims without Possession of
Securities. All rights of action and claims under this Indenture or the Securities of
any series may be prosecuted and enforced by the Trustee without the possession
of any of the Securities of that series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities of
that series in respect of which such judgment has been recovered. SECTION 5.6 Application of Money Collected. Any money collected by the Trustee pursuant to this Article or otherwise
on behalf of the Holders or the Trustee pursuant to this Article or through any
proceeding or any arrangement or restructuring in anticipation or in lieu of
any proceeding contemplated by this Article shall be applied, subject to
applicable law, in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities of any series
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 6.6; - 39 -




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SECOND: Subject to Article Thirteen, if applicable, to the payment of the
amounts then due and unpaid upon the Securities of that series for principal,
premium, if any, and interest, in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for
principal, premium, if any, and interest; and THIRD: Subject to Article Thirteen, if applicable, the balance, if any, to
the Person or Persons entitled thereto, including the Company, provided that
all sums due and owing to the Holders and the Trustee have been paid in full as
required by this Indenture. SECTION 5.7 Limitation on Suits. No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default; (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as trustee hereunder; (c) such Holder or Holders have offered to the Trustee an indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series; it being understood and
intended that no one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture or
any Guarantee to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner provided in
this Indenture or any Guarantee and for the equal and ratable benefit of all
the Holders of Securities of that series. SECTION 5.8 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, but subject to
Article Thirteen, if applicable, the Holder of any Security of any series shall
have the right on the terms stated herein, which is absolute and unconditional,
to receive payment of the principal of, premium, if any, and (subject to
Section 3.9) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repurchase, on the
Redemption Date or repurchase date) and to institute suit for the enforcement
of any such payment, and such rights - 40 -




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shall not be impaired without the consent of such Holder, subject to
Article Thirteen, if applicable. SECTION 5.9 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture or the Guarantees and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case the Company, each
of the Guarantors, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted. SECTION 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. SECTION 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security of
any series to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. SECTION 5.12 Control by Holders. The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of a series (or if more than one series is affected
thereby, of all series so affected, voting as a single class) shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee of that series, provided that (a) such direction shall not be in conflict with any rule of law or with
this Indenture or any Guarantee or expose the Trustee to personal liability;
and (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. - 41 -




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SECTION 5.13 Waiver of Past Defaults. Unless otherwise provided pursuant to Section 3.1, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of that series
waive any past Default hereunder and its consequences, except a Default (a) in the payment of the principal of, premium, if any, or interest on
any Security of any series; or (b) in respect of a covenant or a provision hereof which under Article
Nine cannot be modified or amended without the consent of the holder of each
Outstanding Security of that series. Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon. SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security of
any series 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 of
that series for any action taken, suffered or omitted by it as Trustee of that
series, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Sections hall not apply to any suit instituted by the Trustee of that series,
to any suit instituted by any Holder, or group of Holders, of that series
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of that series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Security of any series on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date). SECTION 5.15 Waiver of Stay, Extension or Usury Laws. Each of the Company and any Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of, premium, if any,
or interest on the Securities of any series or which may affect the covenants
or the performance of this Indenture; and each of the Company and any Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee of that series,
but will suffer and permit the execution of every such power as though no such
law had been enacted. - 42 -




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ARTICLE VI THE TRUSTEE SECTION 6.1 Notice of Defaults. Within 30 days after the occurrence of any Default, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of, premium, if
any, or interest on any Security of any series, the Trustee shall be protected
in withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders. SECTION 6.2 Certain Rights of Trustee. Subject to the provisions of Trust Indenture Act Sections 315(a) through
315(d): (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,
other evidence of Indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Trustees may be sufficiently evidenced by a Board Resolution; (c) the Trustee may consult with counsel and any written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon 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 or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred therein or thereby in
compliance with such request or direction; (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture other than any liabilities
arising out of the negligence of the Trustee; (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval,
appraisal, bond, debenture, note, coupon, security or other paper or document;
provided, that the Trustee in its discretion may make such further inquiry or
investigation into such facts or matters as it may deem fit, and, if the
Trustee shall determine to - 43 -




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make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney; (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; (h) no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers; (i) the Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company, except as
otherwise provided herein; (j) money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law, except as otherwise provided
herein; and (k) if a Default or an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise thereof as
a prudent person would exercise or use under the circumstances in the conduct
of his own affairs. SECTION 6.3 Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities of each series, except
the Trustees certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities of any series, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities of any securities and perform its
obligations hereunder and that the statements made by it in any Statement of
Eligibility and Qualification on Form T-1 supplied to the Company are true and
accurate subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Securities of any
series or the proceeds thereof. SECTION 6.4 Trustee and Agents May Hold Securities; Collections;
etc. The Trustee, any Paying Agent, Security Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the
same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent. - 44 -




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SECTION 6.5 Money Held in Trust. All moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article Four, the Trustee may invest all moneys received by
the Trustee, until used or applied as herein provided, in Temporary Cash
Investments in accordance with the written directions of the Company. The
Trustee shall not be liable for any losses incurred in connection with any
investments made in accordance with this Section 6.5, unless the Trustee acted
with gross negligence or in bad faith. With respect to any losses on
investments made under this Section 6.5, the Company is liable for the full
extent of any such loss. SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such 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) set forth in a
letter agreement executed by the Company and the Trustee, as such agreement may
be amended or supplemented, and the Company covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss,
liability, tax, assessment or other governmental charge (other than taxes
applicable to the Trustees compensation hereunder) or expense incurred without
negligence or bad faith on such Trustees part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and such Trustees duties hereunder, including enforcement of this Indenture
and also including any liability which the Trustee may incur as a result of
failure to withhold, pay or report any tax, assessment or other governmental
charge, and the costs and expenses of defending itself against or investigating
any claim of liability (whether asserted by any Holder, the Company or any
other Person) in connection with the exercise or performance of any of its
powers or duties under this Indenture. The obligations of the Company under
this Section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute an additional obligation
hereunder and shall survive the satisfaction and discharge of this Indenture. All payments and reimbursements pursuant to this Section 6.6 shall be made
with interest at the rate borne by the Securities. - 45 -




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As security for the performance of the obligations of the Company under
this Section 6.6, the Trustee shall have a Lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee, except
funds held in trust for the payment of principal of (and premium, if any) or
interest on particular Securities. The Trustees right to receive payment of
any amounts due under this Section 6.6 shall not be subordinate to any other
liability or indebtedness of the Company (even though the Securities of any
series may be so subordinate), and the Securities of any series shall be
subordinate to the Trustees right to receive such payment. SECTION 6.7 Conflicting Interests. The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act. SECTION 6.8 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to
act as trustee under Trust Indenture Act Section 310(a)(1) and which shall have
a combined capital and surplus of at least $250,000,000, to the extent there is
an institution eligible and willing to serve. The Trustee shall be a
participant in the Depository Trust Company and FAST distribution systems. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. The Corporate Trust Office shall initially be located at 213
Court Street, Suite 703, Middletown, CT 06457. SECTION 6.9 Resignation and Removal; Appointment of Successor
Trustee. (a) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor trustee under Section 6.10. (b) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument executed by authority of the Board of Trustees of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor trustee. If an instrument of acceptance by a successor
trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may, or any Holder
who has been a bona fide Holder of a Security of the applicable series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor trustee. - 46 -




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(c) The Trustee may be removed at any time with respect to the Securities
of any series by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of that series, delivered to the
Trustee and to the Company. (d) If at any time: (i) the Trustee shall fail to comply with the provisions of Trust
Indenture Act Section 310(b) after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, or (ii) the Trustee shall cease to be eligible under Section 6.8 and
shall fail to resign after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six
months, or (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, the Holder of any Security who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee. (e) If the Trustee shall be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor trustee with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all series and that
at any time there shall be only one Trustee with respect to the Securities of
any particular series). If, within one year after such removal or incapability,
or the occurrence of such vacancy, a successor trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of that series delivered to
the Company and the retiring Trustee, the successor trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of that series and to that extent supersede the
successor trustee appointed by the Company. If no successor Trustee with
respect to the Securities of that series shall have been so appointed by the
Company or the Holders of the Securities of that series and accepted
appointment in the manner hereinafter provided, the Holder of any Security of
such series who has been a bona fide Holder for at least six months may,
subject to Section 5.14, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of that series. - 47 -




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(f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Securities of the affected series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor trustee
and the address of its Corporate Trust Office or agent hereunder. SECTION 6.10 Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect
to all Securities, such successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee as if originally
named as Trustee hereunder; but, nevertheless, on the written request of the
Company or the successor trustee, upon payment of its charges then unpaid, such
retiring Trustee shall, pay over to the successor trustee all moneys at the
time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any Trustee
ceasing to act shall, nevertheless, retain a prior claim upon all property or
funds held or collected by such Trustee or such successor trustee to secure any
amounts then due such Trustee pursuant to the provisions of Section 6.6. In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of such one or more series shall execute and deliver an indenture
supplemental hereto wherein such successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company, any Guarantor or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all - 48 -




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property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates. Upon request of any such successor Trustee, the Company and the Guarantors
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be. No successor Trustee with respect to the Securities of any series shall
accept appointment as provided in this Section 6.10 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 6.8. Upon acceptance of appointment by any successor Trustee with respect to
the Securities of any particular series as provided in this Section 6.10, the
Company shall give notice thereof to the Holders of the Securities of any
series affected, by mailing such notice to such Holders at their addresses as
they shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.9. If the Company fails to give such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company. SECTION 6.11 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under Trust Indenture Act Section
310(a) and this Article Six and shall have a combined capital and surplus of at
least $250,000,000 and have a Corporate Trust Office or an agent selected in
accordance with Section 6.8 without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of that series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of any series or in this Indenture provided that the certificate of
the Trustee shall have; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of that
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation. - 49 -




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SECTION 6.12 Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or
other obligor under the Securities of any series), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to the Trust Indenture Act Section 311(a) to the
extent indicated therein. ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.1 Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee: (a) semi-annually, not more than 15 days after applicable Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished. SECTION 7.2 Disclosure of Names and Addresses of Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Trustee, the Security Registrar and any other Person
shall have the protection of Trust Indenture Act Section 312(c). Every Holder
of Securities of any series, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312. SECTION 7.3 Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities of each series, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15 in accordance with
and to the extent required by Trust Indenture Act Section 313(a). - 50 -




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SECTION 7.4 Reports by Company and Guarantors. The Company and any Guarantor shall: (a) file with the Trustee, within 15 days after the Company or any
Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or any Guarantor may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Company or any
Guarantor, as the case may be, is not required to file information, documents
or reports pursuant to either of said Sections , then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations; (b) file with the Trustee and the Commission, in accordance with the rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company or
any Guarantor, as the case may be, with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations;
and (c) transmit or cause to be transmitted by mail to all Holders, as their
names and addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information,
documents and reports required to by filed by the Company or any Guarantor, as
the case may be, pursuant to Subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission. ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1 Company or Any Guarantor May Consolidate, etc., Only on Certain Terms. Unless otherwise provided pursuant to Section 3.1: (a) The Company shall not, in a single transaction or through a series of
related transactions, consolidate with or merge with or into any other Person
or sell, assign, convey, transfer or lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety to any Person or
group of affiliated Persons, or permit any of its Subsidiaries to enter into
any such transaction or transactions if such transaction or transactions, in
the aggregate, would result in a sale, assignment, conveyance, transfer, lease
or disposal of all or substantially all of the properties and assets of the Company and its Subsidiaries on a
consolidated basis to any other Person or group of affiliated Persons, unless
at the time and after giving effect thereto: - 51 -




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(i) either (1) the Company shall be the continuing entity, or (2)
the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by sale,
assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of the Company and its
Subsidiaries on a consolidated basis (the Surviving Entity) shall be a
Person (other than an individual) duly organized and validly existing
under the laws of the United States of America, any state thereof or the
District of Columbia and such Person assumes, by a supplemental indenture
in a form reasonably satisfactory to the Trustee, all the obligations of
the Company under the Securities and this Indenture, and this Indenture
shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Consolidated Net Worth of the Company (or the Surviving
Entity if the Company is not the continuing obligor under this Indenture)
is equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction; (iv) immediately before and immediately after giving effect to such
transaction on a pro forma basis (on the assumption that the transaction
occurred on the first day of the four-quarter period immediately prior to
the consummation of such transaction with the appropriate adjustments
with respect to the transaction being included in such pro forma
calculation), the Company (or the Surviving Entity if the Company is not
the continuing obligor under this Indenture) could incur $1.00 of
additional Indebtedness under any applicable provisions of the Indenture
limiting incurrence of indebtedness and established pursuant to Section
3.1; (v) each Guarantor, if any, unless it is the other party to the
transactions described above, shall have by supplemental indenture
confirmed that its Guarantee shall apply to such Persons obligations
under this Indenture and the Securities; (vi) if any of the property or assets of the Company or any of its
Subsidiaries would thereupon become subject to any Lien, the provisions
of the Indenture limiting liens (established pursuant to Section 3.1) are
complied with; and (vii) the Company or the Surviving Entity shall have delivered, or
caused to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers Certificate and an Opinion of
Counsel, each to the effect that such consolidation, merger, transfer,
sale, assignment, conveyance, lease or other transaction and the
supplemental indenture in respect thereto comply with this Indenture and
that all conditions precedent herein provided for relating to such
transaction have been complied with. - 52 -




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(b) If any Securities of any series are guaranteed pursuant to Article
XIII, each Guarantor, if any, shall not, and the Company shall not permit a
Guarantor to, in a single transaction or through a series of related
transactions merge or consolidate with or into any other Person (other than the
Company or any other Guarantor) or other entity, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets on a consolidated basis to any entity (other than the
Company or any other Guarantor) unless at the time and after giving effect
thereto: (i) either (1) such Guarantor shall be the continuing Person (other
than an individual) or (2) the entity (if other than such Guarantor)
formed by such consolidation or into which such Guarantor is merged or
the entity which acquires by sale, assignment, conveyance, transfer,
lease or disposition the properties and assets of such Guarantor shall be
a Person (other than an individual) duly organized and validly existing
under the laws of the United States, any state thereof or the District of
Columbia and shall expressly assume by an indenture supplemental hereto,
executed and delivered to the Trustee, in a form reasonably satisfactory
to the Trustee, all the obligations of such Guarantor under its
Guarantees and this Indenture; (ii) immediately before and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; and (iii) such Guarantor shall have delivered to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officers
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, conveyance, transfer, lease or
disposition and such supplemental indenture comply with this Indenture,
and thereafter all obligations of the predecessor shall terminate. SECTION 8.2 Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties
and assets of the Company or any Guarantor in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company or such
Guarantor, as the case may be, is merged or the successor Person to which such
sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, under this Indenture, the
Securities of any series and/or such Guarantee, as the case may be, with the
same effect as if such successor had been named as the Company or such
Guarantor, as the case may be, herein, in the Securities of that series and/or
in such Guarantee, as the case may be. When a successor assumes all the
obligations of its predecessor under this Indenture, the Securities of any
series or a Guarantee, as the case may be, the predecessor shall be released
from those obligations; provided that in the case of a transfer by lease, the
predecessor shall not be released from the payment of principal and interest on
the Securities of any series or a Guarantee, as the case may be. - 53 -




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ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1 Supplemental Indentures and Agreements without Consent of Holders. Unless otherwise provided for in Section 3.1, without the consent of any
Holders, the Company and the Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or agreements or other instruments with respect
to any Guarantee, in form and substance satisfactory to the Trustee, for any of
the following purposes: (a) cause the Indenture to be qualified under the Trust Indenture Act
(TIA) or to add provisions expressly required under the TIA; (b) evidence the succession of another Person to the Company, any
Guarantor or other obligor upon the Securities and the assumption by any such
successor of the covenants of the Company, any Guarantor or other obligor upon
the Securities under the Indenture and in the Securities of any series; (c) add to the covenants of the Company, any Guarantor or other obligor
upon the Securities for the benefit of the Holders (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series)
or an additional Event of Default to all or any series of Securities, or
surrender any right or power conferred upon the Company; (d) to secure the Securities of any series thereof; (e) to add to or change any provisions to such extent as necessary to
facilitate the issuance or administration of Securities in bearer form or to
facilitate the issuance or administration of Securities in global form; (f) to change or eliminate any provision affecting only series of
Securities not yet issued; (g) to establish the form or terms of Securities and Guarantee, if any, of
any series; (h) to evidence and provide for successor Trustees or to add or change any
provisions of such Indenture to such extent as necessary to permit or
facilitate the appointment of a separate Trustee or Trustees for specific
series of Securities; (i) to permit payment in respect of Securities in bearer form in the
United States to the extent allowed by law; - 54 -




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(j) to make provision with respect to any conversion or exchange rights of
holders not adverse to the holders of any Securities of any series then
outstanding with such conversion or exchange rights which provision directly
effects any such series, including providing for the conversion or exchange of
Securities into Common Stock or Preferred Stock; (k) to cure any ambiguity, correct or supplement any provision which may
be defective or inconsistent with any other provision, or make any other
provisions with respect to matters or questions arising under the Indenture
which shall not be inconsistent with the provisions of the Indenture; provided,
however, that no such modifications or amendment may adversely affect the
interest of holders of Securities of any series then outstanding in any
material respect; or (l) to add a Guarantor in accordance with the provisions of Article XIII. SECTION 9.2 Supplemental Indentures and Agreements with Consent of Holders. Unless otherwise provided pursuant to Section 3.1, with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of all series affected, by Act of said Holders delivered
to the Company, each Guarantor, and the Trustee, the Company and each Guarantor
(if a party thereto), when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto or agreements or
other instruments with respect to any Guarantee in form and substance
satisfactory to the Trustee for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture,
the Securities or any Guarantee; provided, however, that no such supplemental
indenture, agreement or instrument shall, without the consent of the Holder of
each Outstanding Security of all series affected thereby: (a) change the Stated Maturity of the principal of, or any installment of
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date); (b) reduce the percentage in principal amount of the Outstanding
Securities of a series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver or compliance with certain provisions of this Indenture or certain
defaults or with respect to any Guarantee; (c) modify any of the provisions of this Section, Section 5.13 or Section
10.9, except to increase the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such actions or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Security affected thereby; - 55 -




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(d) except as otherwise permitted under Article VIII, consent to the
assignment or transfer by the Company or any Guarantor of any of its rights and
obligations under this Indenture; or (e) modify the ranking or priority of any Security or the Guarantee in
respect thereof of any Guarantor in any manner adverse to the Holders of the
Securities or any Guarantee. Upon the written request of the Company and each Guarantor, accompanied by
a copy of a Board Resolution authorizing the execution of any such supplemental
indenture or Guarantee, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall, subject to Section 9.3,
join with the Company and each Guarantor in the execution of such supplemental
indenture or Guarantee. It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture or Guarantee
or agreement or instrument relating to any Guarantee, but it shall be
sufficient if such Act shall approve the substance thereof. SECTION 9.3 Execution of Supplemental Indentures and Agreements. In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement or instrument permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Trust Indenture Act Section
315(a) through 315(d) and Section 6.2 hereof) shall be fully protected in
relying upon, an Opinion of Counsel and an Officers Certificate stating that
the execution of such supplemental indenture, agreement or instrument is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement or
instrument which affects the Trustees own rights, duties or immunities under
this Indenture, any Guarantee or otherwise. SECTION 9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities of each series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. SECTION 9.5 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect. SECTION 9.6 Reference in Securities to Supplemental Indentures. Securities of each series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of each series so modified as to - 56 -




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conform, in the opinion of the Trustee and the
Board of Trustees, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of that series. ARTICLE X COVENANTS SECTION 10.1 Payment of Principal, Premium and Interest. Subject to the provisions of Article XIII, if applicable, the Company will
duly and punctually pay the principal of, premium, if any, and interest on each
series of the Securities in accordance with the terms of the Securities of each
series and this Indenture. SECTION 10.2 Maintenance of Office or Agency. Unless otherwise provided pursuant to Section 3.1, the Company will
maintain an office or agency where Securities of each series may be presented
or surrendered for payment. The Company also will maintain an office or agency
where Securities of each series may be surrendered for registration of
transfer, redemption or exchange and where notices and demands to or upon the
Company in respect of the Securities of each series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location and any change in the location of any such offices or agencies. If at
any time the Company shall fail to maintain any such required offices or
agencies 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 agent of the Trustee described above and the Company hereby
appoints such agent as its agent to receive all such presentations, surrenders,
notices and demands. The Company may from time to time designate one or more other offices or
agencies where the Securities of each series may be presented or surrendered
for any or all such purposes, and may from time to time rescind such
designation. The Company will give prompt written notice to the Trustee of any
such designation or rescission and any change in the location of any such
office or agency. Procedures with respect to Bearer Securities in connection with the
matters addressed in this Section 10.2 shall be set forth pursuant to Section
3.1. Unless otherwise provided pursuant to Section 3.1, the Trustee shall
initially serve as Paying Agent. SECTION 10.3 Money for Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, by
10:00 A.M. New York time on each due date of the principal of, premium, if any,
or interest on any of the Securities of any series, segregate and hold in trust
for the benefit of the Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act. - 57 -




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If the Company is not acting as Paying Agent, the Company will, before
each due date of the principal of, premium, if any, or interest on any
Securities of any series, deposit with a Paying Agent or Paying Agents, as the
case may be, a sum in same day funds sufficient to pay the principal, premium,
if any, or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of such action or any failure so to act. If the Company is not acting as Paying Agent, the Company will cause each
Paying Agent other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of, premium,
if any, or interest on Securities of any series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided; (b) give the Trustee notice of any Default by the Company or any Guarantor
(or any other obligor upon the Securities of any series) in the making of any
payment of principal, premium, if any, or interest; (c) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and disabilities of
such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including
each Guarantor, upon the Securities of any series or the property of the
Company or of such other obligor or their creditors, the Trustee shall serve as
the Paying Agent. Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security of any series and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable shall promptly be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect - 58 -




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to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will promptly be repaid to the Company. SECTION 10.4 Corporate Existence. Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Subsidiary; provided, however, that the Company shall not be
required to preserve any such right or franchise or the corporate existence of
any such Subsidiary if the Board of Trustees of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof would not reasonably be expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder or on the
interests of the holders of the Securities; and provided, further, however,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary or any of its assets in compliance with the terms of this Indenture. SECTION 10.5 Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, on or
before the date the same shall become due and payable, (a) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary shown to be due on any return of the Company or any Subsidiary or
otherwise assessed or upon the income, profits or property of the Company or
any Subsidiary if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on the ability of the Company or any
Guarantor, if any, to perform its obligations hereunder and (b) all lawful
claims for labor, materials and supplies, which, if unpaid, would by law become
a lien upon the property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of
which appropriate reserves (in the good faith judgment of management of the
Company) are being maintained in accordance with generally accepted accounting
principles consistently applied. SECTION 10.6 Maintenance of Properties. The Company will cause all material properties owned by the Company or any
Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
(ordinary 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 consistent with sound business practice and necessary so that the business - 59 -




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carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Sections hall prevent the
Company from discontinuing the maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not reasonably expected to
have a material adverse effect on the ability of the Company to perform its
obligations hereunder. SECTION 10.7 Insurance. The Company will at all times keep all of its and its Subsidiaries
properties which are of an insurable nature insured with insurers, believed by
the Company to be responsible, against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties. SECTION 10.8 Statement by Officers as to Default. (a) The Company will deliver to the Trustee, on or before a date not more
than 60 days after the end of each fiscal quarter and not more than 120 days
after the end of each fiscal year of the Company ending after the date hereof,
a written statement signed by two executive officers of the Company, one of
whom shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company, stating whether or not, after a
review of the activities of the Company during such year or such quarter and of
the Companys performance under this Indenture, to the best knowledge, based on
such review, of the signers thereof, the Company has fulfilled all its
obligations and is in compliance with all conditions and covenants under this
Indenture throughout such year or quarter, as the case may be, and, if there
has been a Default specifying each Default and the nature and status thereof. (b) When any Default or Event of Default has occurred and is continuing,
or if the Trustee or any Holder or the trustee for or the holder of any other
evidence of Indebtedness of the Company or any Subsidiary gives any notice or
takes any other action with respect to a claimed default (other than with
respect to Indebtedness in the principal amount of less than $10,000,000), the
Company shall deliver to the Trustee by registered or certified mail or by
telegram, telex or facsimile transmission followed by hard copy an Officers
Certificate specifying such Default, Event of Default, notice or other action
within five Business Days of its occurrence. SECTION 10.9 Waiver of Certain Covenants. Unless otherwise provided pursuant to Section 3.1, the Company or any
Guarantor may, with respect to the Securities of any series, omit in any
particular instance to comply with any term, provision or condition set forth
in any covenant provided pursuant to Sections 3.1 or 9.1 for the benefit of the
Holders of any series, if, before or after the time for such compliance, the
Holders of not less than a majority in aggregate principal amount of the
Securities of that series at the time Outstanding shall, by Act of such Holders, 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 - 60 -




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Company and the
duties of the Trustee in respect of any such covenant shall remain in full
force and effect. ARTICLE XI REDEMPTION OF SECURITIES SECTION 11.1 Rights of Redemption. Unless otherwise provided pursuant to Section 3.1, the Securities of each
series may be redeemed at the election of the Company, in whole or in part, at
any time as specified pursuant to Section 3.1, subject to the conditions, and
at the Redemption Price, specified in the form of Security of each series
(specified pursuant to Section 3.1), together with accrued and unpaid interest,
if any, to the Redemption Date. SECTION 11.2 Applicability of Article. Redemption of Securities of each series at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall
be made in accordance with such provision and this Article. SECTION 11.3 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities of any series
pursuant to Section 11.1 shall be evidenced by a Company Order and an Officers
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities of that series to be redeemed. SECTION 11.4 Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities of that series or portions thereof to be redeemed shall
be selected not more than 30 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities not previously called for redemption, pro rata,
by lot or such other method as the Trustee shall deem fair and reasonable, and
the amounts to be redeemed may be equal to the minimum denomination of such
series or any integral multiple thereof. The Trustee shall promptly notify the Company and the Security Registrar
in writing of the Securities of each series selected for redemption and, in the
case of any Securities of that series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities of any series (including
interest coupons, if any) shall relate, in the case of any Security of that
series (including interest coupons, if any) redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security of that series
(including interest coupons, if any) which has been or is to be redeemed. - 61 -




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SECTION 11.5 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities of the affected series to be redeemed, at his address
appearing in the Security Register. All notices of redemption shall state: (a) the Redemption Date; (b) the Redemption Price; (c) if less than all Outstanding Securities of any series are to be
redeemed, the identification of the particular Securities of that series to be
redeemed; (d) in the case of a Security of any series to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security of that series, new Security or Securities
of that series in the aggregate principal amount equal to the unredeemed
portion thereof will be issued; (e) subject to the rules of the Depositary with respect to any Global
Security, that Securities of any series called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price; (f) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security or portion thereof, and that (unless the
Company shall default in payment of the Redemption Price) interest thereon
shall cease to accrue on and after said date; (g) the place or places where such Securities are to be surrendered for
payment of the Redemption Price; and (h) the CUSIP number, if any, relating to such Securities. Notice of redemption of Securities of any series to be redeemed at the
election of the Company shall be given by the Company or, at the Companys
written request, by the Trustee in the name and at the expense of the Company. The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the Holder receives such notice.
In any case, failure to give such notice to any Holder of any Security of any
series designated for redemption as a whole or in part, or any defect in any
such notice, shall not affect the validity of the proceedings for the
redemption of any other Security of any series. - 62 -




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SECTION 11.6 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money in same day funds sufficient to pay the Redemption Price of and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date.
When the Redemption Date falls on an Interest Payment Date, payments of
interest due on such date are to be paid as provided hereunder as if no such
redemption were occurring. SECTION 11.7 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities of the
series so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 3.9. If any Security of any series called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and premium, if any,
shall, until paid, bear interest from the Redemption Date at the rate borne by
such Security. Procedures regarding the treatment of Holders of Bearer Securities with
respect to the matters addressed in this Section 11.7 shall be provided
pursuant to Section 3.1. SECTION 11.8 Securities Redeemed or Purchased in Part. Subject to the rules of the Depositary with respect to any Global
Security, any Security of any series which is to be redeemed or purchased only
in part shall be surrendered to the Paying Agent at the office or agency
maintained for such purpose pursuant to Section 10.2 (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by (or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee duly executed by), the Holder thereof or such Holders
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of that series, of any authorized
denomination as requested by such Holder in aggregate principal amount equal
to, and in exchange for, the unredeemed portion of the principal of the
Security of that series so surrendered that is not redeemed or purchased. - 63 -




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ARTICLE XII SATISFACTION AND DISCHARGE SECTION 12.1 Satisfaction and Discharge of Indenture. Unless otherwise provided pursuant to Section 3.1, this Indenture shall
cease to be of further effect (except as to surviving rights of registration of
transfer or exchange of Securities herein, rights to payment, rights to
conversion, and rights to replacement of stolen, lost or mutilated Securities
expressly provided for) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when (a) either (i) all the Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.8 or (ii) all
Securities for whose payment United States dollars have theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for
cancellation; or (ii) all such Securities not theretofore delivered to the Trustee
for cancellation (x) have become due and payable, (y) will become due and
payable at their Stated Maturity within one year, or (z) are to be called
for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, and the Company or any
Guarantor, in the case of (2)(x),(y) or (z) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount in United States dollars sufficient to
pay and discharge the entire Indebtedness on the Securities not
theretofore delivered to the Trustee for cancellation, for the principal
of, premium, if any, and accrued interest at such Stated Maturity or
Redemption Date; (b) the Company or any Guarantor has paid or caused to be paid all other
sums payable hereunder by the Company or any Guarantor; and (c) the Company has delivered to the Trustee an Officers Certificate and
an Opinion of Counsel stating that (i) all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with and (ii) such satisfaction and discharge will not result in a
breach or violation of or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company or any Guarantor is
a party or by which the Company or any Guarantor is bound. Opinions of Counsel required to be delivered under this Section may have
qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with. - 64 -




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Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of Subsection (a) of this Section, the obligations of the Trustee under
Section 12.2 and the last paragraph of Section 10.3 shall survive. SECTION 12.2 Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.3, all
United States dollars deposited with the Trustee pursuant to Section 12.1 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on the Securities for whose payment such United
States dollars have been deposited with the Trustee. ARTICLE XIII GUARANTEE If, pursuant to Section 3.1, the Securities of any series are to be
guaranteed by any Guarantor, the following provisions, unless otherwise
provided pursuant to Section 3.1, shall apply. In this Article XIII, unless
the context otherwise requires, all references to Securities refers to the
series of Securities guaranteed by the Guarantors and all references to
Indenture Obligations refer to Indenture Obligations in respect of the series
of Securities so guaranteed. If no series of Securities are guaranteed, this
Article XIII and all references to Guarantees and Guarantors in this Indenture
shall have no force and effect. SECTION 13.1 Guarantors Guarantee. For value received, each of the Guarantors, in accordance with this
Article XIII, hereby absolutely, unconditionally and irrevocably guarantees,
jointly and severally, to the Trustee and the Holders, as if the Guarantors
were the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be
deemed to include all commissions, fees, charges, costs and other expenses
(including reasonable legal fees and disbursements of one counsel in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances)
arising out of or incurred by the Trustee or the Holders in connection with the
enforcement of this Guarantee). SECTION 13.2 Continuing Guarantee; No Right of Set-Off; Independent Obligation. (a) This Guarantee shall be a continuing guarantee of the payment and
performance of all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders; and this Guarantee shall not be considered as wholly or
partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each - 65 -




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Guarantor, jointly and severally, covenants and agrees to comply with all
obligations, covenants, agreements and provisions applicable to it in this
Indenture including those set forth in Article VIII. Without limiting the
generality of the foregoing, each of the Guarantors liability shall extend to
all amounts which constitute part of the Indenture Obligations and would be
owed by the Company under this Indenture and the Securities but for the fact
that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company. (b) Each Guarantor, jointly and severally, hereby guarantees that the
Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America. (c) Each Guarantor, jointly and severally, guarantees that the Indenture
Obligations shall be paid strictly in accordance with their terms regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the holders of the Securities. (d) Each Guarantors liability under this Guarantee to pay or perform or
cause the performance of the Indenture Obligations shall arise forthwith after
demand for payment or performance by the Trustee has been given to the
Guarantors in the manner prescribed in Section 10.6 hereof. (e) Except as provided herein, the provisions of this Article XIII cover
all agreements between the parties hereto relative to this Guarantee and none
of the parties shall be bound by any representation, warranty or promise made
by any Person relative thereto which is not embodied herein; and it is
specifically acknowledged and agreed that this Guarantee has been delivered by
each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its
liabilities hereunder, and that the Trustee shall not be bound by any
representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor. SECTION 13.3 Guarantee Absolute. The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and
unconditional and (to the extent permitted by law) the liability and
obligations of the Guarantors hereunder shall not be released, discharged,
mitigated, waived, impaired or affected in whole or in part by: (a) any defect or lack of validity or enforceability in respect of any
Indebtedness or other obligation of the Company or any other Person under this
Indenture or the Securities, or any agreement or instrument relating to any of
the foregoing; (b) any grants of time, renewals, extensions, indulgences, releases,
discharges or modifications which the Trustee or the Holders may extend to, or
make with, the Company, any - 66 -




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Guarantor or any other Person, or any change in the time, manner or place
of payment of, or in any other term of, all or any of the Indenture
Obligations, or any other amendment or waiver of, or any consent to or
departure from, this Indenture or the Securities, including any increase or
decrease in the Indenture Obligations; (c) the taking of security from the Company, any Guarantor or any other
Person, and the release, discharge or alteration of, or other dealing with,
such security; (d) the occurrence of any change in the laws, rules, regulations or
ordinances of any jurisdiction by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise
affecting, or purporting to amend, vary, reduce or otherwise affect, any of the
Indenture Obligations and the obligations of any Guarantor hereunder; (e) the abstention from taking security from the Company, any Guarantor or
any other Person or from perfecting, continuing to keep perfected or taking
advantage of any security; (f) any loss, diminution of value or lack of enforceability of any
security received from the Company, any Guarantor or any other Person, and
including any other guarantees received by the Trustee; (g) any other dealings with the Company, any Guarantor or any other
Person, or with any security; (h) the Trustees or the Holders acceptance of compositions from the
Company or any Guarantor; (i) the application by the Holders or the Trustee of all monies at any
time and from time to time received from the Company, any Guarantor or any
other Person on account of any indebtedness and liabilities owing by the
Company or any Guarantor to the Trustee or the Holders, in such manner as the
Trustee or the Holders deems best and the changing of such application in whole
or in part and at any time or from time to time, or any manner of application
of collateral, if any, or proceeds thereof, to all or any of the Indenture
Obligations, or the manner of sale of any such collateral; (j) the release or discharge of the Company or any Guarantor of the
Securities or of any Person liable directly as surety or otherwise by operation
of law or otherwise for the Securities, other than an express release in
writing given by the Trustee, on behalf of the Holders, of the liability and
obligations of any Guarantor hereunder; (k) any change in the name, business, capital structure or governing
instrument of the Company or any Guarantor or any refinancing or restructuring
of any of the Indenture Obligations; (l) the sale of the Companys or any Guarantors business or any part
thereof; (m) subject to Section 13.14, any merger or consolidation, arrangement or
reorganization of the Company, any Guarantor, any Person resulting from the
merger or - 67 -




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consolidation of the Company or any Guarantor with any other Person or any
other successor to such Person or merged or consolidated Person or any other
change in the corporate existence, structure or ownership of the Company or any
Guarantor; (n) the insolvency, bankruptcy, liquidation, winding-up, dissolution,
receivership or distribution of the assets of the Company or its assets or any
resulting discharge of any obligations of the Company (whether voluntary or
involuntary) or of any Guarantor or the loss of corporate existence; (o) subject to Section 13.14, any arrangement or plan of reorganization
affecting the Company or any Guarantor; (p) any other circumstance (including any statute of limitations) that
might otherwise constitute a defense available to, or discharge of, the Company
or any Guarantor; or (q) any modification, compromise, settlement or release by the Trustee, or
by operation of law or otherwise, of the Indenture Obligations or the liability
of the Company or any other obligor under the Securities, in whole or in part,
and any refusal of payment by the Trustee, in whole or in part, from any other
obligor or other guarantor in connection with any of the Indenture Obligations,
whether or not with notice to, or further assent by, or any reservation of
rights against, each of the Guarantors. SECTION 13.4 Right to Demand Full Performance. In the event of any demand for payment or performance by the Trustee from
any Guarantor hereunder, the Trustee or the Holders shall have the right to
demand its full claim and to receive all dividends or other payments in respect
thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Indenture Obligations due to the
Trustee or the Holders by the Company or any part thereof. SECTION 13.5 Waivers. (a) Each Guarantor hereby expressly waives (to the extent permitted by
law) notice of the acceptance of this Guarantee and notice of the existence,
renewal, extension or the non-performance, non-payment, or non-observance on
the part of the Company of any of the terms, covenants, conditions and
provisions of this Indenture or the Securities or any other notice whatsoever
to or upon the Company or such Guarantor with respect to the Indenture
Obligations. Each Guarantor hereby acknowledges communication to it of the
terms of this Indenture and the Securities and all of the provisions therein
contained and consents to and approves the same. Each Guarantor hereby
expressly waives (to the extent permitted by law) diligence, presentment,
protest and demand for payment. - 68 -




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(b) Without prejudice to any of the rights or recourses which the Trustee
or the Holders may have against the Company, each Guarantor hereby expressly
waives (to the extent permitted by law) any right to require the Trustee or the
Holders to: (i) initiate or exhaust any rights, remedies or recourse against the
Company, any Guarantor or any other Person; (ii) value, realize upon, or dispose of any security of the Company
or any other Person held by the Trustee or the Holders; or (iii) initiate or exhaust any other remedy which the Trustee or the
Holders may have in law or equity; before requiring or becoming entitled
to demand payment from such Guarantor under this Guarantee. (c) With respect to this Section 13.5, to the extent applicable to any
Guarantor, each Guarantor expressly waives application of Sections 26-7 through
26-9 of the North Carolina General Statutes. SECTION 13.6 The Guarantors Remain Obligated in Event the Company Is No Longer Obligated to Discharge Indenture Obligations. It is the express intention of the Trustee and the Guarantors that if for
any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article XIII shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in
full to the Trustee and all such Indenture Obligations owing to the Trustee or
the Holders by the Company have been discharged, or such earlier time as
Section 4.2 shall apply to the Securities and the Guarantors shall be
responsible for the payment thereof to the Trustee or the Holders upon demand. SECTION 13.7 Fraudulent Conveyance; Contribution Subrogation. (a) Each Guarantor that is a Subsidiary of the Company, and by its
acceptance hereof each Holder, hereby confirms 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 the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of
such Guarantor under its Guarantee shall be limited to the maximum amount
which, after giving effect to all other contingent and fixed liabilities of
such Guarantor, and after giving effect 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 or pursuant to its contribution
obligations under this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance. - 69 -




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(b) Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor, if
any, in a pro rata amount based on the net assets of each Guarantor, determined
in accordance with GAAP. (c) Each Guarantor hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including,
without limitation, any such right arising under federal bankruptcy law) or
otherwise by reason of any payment by it pursuant to the provisions of this
Article XIII. SECTION 13.8 Guarantee Is in Addition to Other Security. This Guarantee shall be in addition to and not in substitution for any
other guarantees or other security which the Trustee may now or hereafter hold
in respect of the Indenture Obligations owing to the Trustee or the Holders by
the Company and (except as may be required by law) the Trustee shall be under
no obligation to marshal in favor of each of the Guarantors any other
guarantees or other security or any moneys or other assets which the Trustee
may be entitled to receive or upon which the Trustee or the Holders may have a
claim. SECTION 13.9 Release of Security Interests. Without limiting the generality of the foregoing and except as otherwise
provided in this Indenture, each Guarantor hereby consents and agrees, to the
fullest extent permitted by applicable law, that the rights of the Trustee
hereunder, and the liability of the Guarantors hereunder, shall not be affected
by any and all releases for any purpose of any collateral, if any, from the
Liens and security interests created by any collateral document and that this
Guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Indenture Obligations is rescinded or
must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made. SECTION 13.10 No Bar to Further Actions. Except as provided by law, no action or proceeding brought or instituted
under Article XIII and this Guarantee and no recovery or judgment in pursuance
thereof shall be a bar or defense to any further action or proceeding which may
be brought under Article XIII and this Guarantee by reason of any further
default or defaults under Article XIII and this Guarantee or in the payment of
any of the Indenture Obligations owing by the Company. SECTION 13.11 Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies. (a) No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, power, privilege or remedy under this
Article XIII and this Guarantee shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity. - 70 -




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(b) Nothing contained in this Article XIII shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Securities pursuant to Article V or to pursue any rights or remedies hereunder
or under applicable law. SECTION 13.12 Trustees Duties; Notice to Trustee. (a) Any provision in this Article XIII or elsewhere in this Indenture
allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Guarantor, shall be permissive and shall not
be obligatory on the Trustee except as the Holders may direct in accordance
with the provisions of this Indenture or where the failure of the Trustee to
request any such information or to take any such action arises from the
Trustees negligence, bad faith or willful misconduct. (b) The Trustee shall not be required to inquire into the existence,
powers or capacities of the Company, any Guarantor or the officers, directors,
trustees or agents acting or purporting to act on their respective behalf. SECTION 13.13 Successors and Assigns. All terms, agreements and conditions of this Article XIII shall extend to
and be binding upon each Guarantor and its successors and permitted assigns and
shall inure to the benefit of and may be enforced by the Trustee and its
successors and assigns; provided, however, that the Guarantors may not assign
any of their rights or obligations hereunder other than in accordance with
Article VIII. SECTION 13.14 Release of Guarantee. Concurrently with the payment in full of all of the Indenture Obligations,
the Guarantors shall be released from and relieved of their obligations under
this Article XIII. Upon the delivery by the Company to the Trustee of an
Officers Certificate and, if requested by the Trustee, an Opinion of Counsel
to the effect that the transaction giving rise to the release of this Guarantee
was made by the Company in accordance with the provisions of this Indenture and
the Securities, the Trustee shall execute any documents reasonably required in
order to evidence the release of the Guarantors from their obligations under
this Guarantee. If any of the Indenture Obligations are revived and reinstated
after the termination of this Guarantee, then all of the obligations of the
Guarantors under this Guarantee shall be revived and reinstated as if this
Guarantee had not been terminated until such time as the Indenture Obligations
are paid in full, and each Guarantor shall enter into an amendment to this
Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and
reinstatement. This Guarantee shall terminate with respect to each Guarantor and shall be
automatically and unconditionally released and discharged under any
circumstances set forth pursuant to Section 3.1. - 71 -




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SECTION 13.15 Execution of Guarantee. To evidence the Guarantee, each Guarantor hereby agrees to execute the
guarantee substantially in the form set forth in Section 2.4, to be endorsed on
each Security authenticated and delivered by the Trustee and that this
Indenture shall be executed on behalf of each Guarantor by its General Partner
(by an authorized officer), Chairman of the Board, its President, or one of its
Vice Presidents and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 72 -




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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written. CAPITAL AUTOMOTIVE REIT, as Issuer/s/ Catherine L. Potter
    
    /s/ Thomas D. EckertAttest By:
    
    By:Name: Catherine L. Potter
    
    Name: Thomas D. EckertTitle: Assistant Secretary
    
    Title: President and Chief Executive OfficerWELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee/s/ Frank McDonald
    
    /s/ Joseph P. ODonnellBy:
    
    By:Name: Frank McDonald
    
    Name: Joseph P. ODonnellTitle: Vice President
    
    Title: Assistant Vice President
 [SENIOR INDENTURE]




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COMMONWEALTH OF VA) ) ss.:/s/ Matthew A. Tavares COUNTY OF FAIRFAX) On the 13th day of April 2004, before me personally came Thomas Eckert, to me
known, who, being by me duly sworn, did depose and say that he is Pres. and CEO
of Capital Automotive REIT, the real estate investment trust described in and
which executed the foregoing instrument; and that he signed his name thereto
pursuant to authority of the Board of Trustees of such company. (NOTARIAL SEAL)




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STATE OF CONNECTICUT) ) ss.: /s/ Nedine A. Peluso COUNTY OF MIDDLESEX) On the 15th day of April 2004, before me personally came Joseph P. ODonnell,
to me known, who, being by me duly sworn, did depose and say that he is an
authorized officer of Wells Fargo Bank, National Association, one of the
corporations described in and which executed the above instrument; that he
knows the corporate seal of such corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed pursuant to authority
of the board of directors of such corporation; and that he signed his name
thereto pursuant to like authority. (NOTARIAL SEAL)