EXHIBIT 4.2


 


SINCLAIR BROADCAST GROUP, INC., as Issuer,


 


U.S. BANK NATIONAL ASSOCIATION, as Trustee


 


SENIOR INDENTURE


 


Dated as of May 10, 2007


 


Providing for Issuance of


 


Senior Debt Securities in Series


 














 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  
	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  
	
  Section 101.

  	
   

  	
  Definitions.

  	
   

  	
  7

  
	
  Section 102.

  	
   

  	
  Other Definitions.

  	
   

  	
  17

  
	
  Section 103.

  	
   

  	
  Compliance Certificates
  and Opinions.

  	
   

  	
  18

  
	
  Section 104.

  	
   

  	
  Form of Documents
  Delivered to Trustee.

  	
   

  	
  18

  
	
  Section 105.

  	
   

  	
  Acts of Holders.

  	
   

  	
  19

  
	
  Section 106.

  	
   

  	
  Notices, etc., to
  Trustee, the Company and any Guarantor.

  	
   

  	
  20

  
	
  Section 107.

  	
   

  	
  Notice to Holders;
  Waiver.

  	
   

  	
  21

  
	
  Section 108.

  	
   

  	
  Conflict with Trust
  Indenture Act.

  	
   

  	
  21

  
	
  Section 109.

  	
   

  	
  Effect of Headings and
  Table of Contents.

  	
   

  	
  22

  
	
  Section 110.

  	
   

  	
  Successors and Assigns.

  	
   

  	
  22

  
	
  Section 111.

  	
   

  	
  Separability Clause.

  	
   

  	
  22

  
	
  Section 112.

  	
   

  	
  Benefits of Indenture.

  	
   

  	
  22

  
	
  Section 113.

  	
   

  	
  Governing Law.

  	
   

  	
  22

  
	
  Section 114.

  	
   

  	
  Legal Holidays.

  	
   

  	
  22

  
	
  Section 115.

  	
   

  	
  Schedules and Exhibits.

  	
   

  	
  22

  
	
  Section 116.

  	
   

  	
  Counterparts.

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO

  
	
   

  
	
  SECURITY
  FORMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 201.

  	
   

  	
  Forms Generally.

  	
   

  	
  23

  
	
  Section 202.

  	
   

  	
  Form of and
  Provisions Required in Global Security.

  	
   

  	
  23

  
	
  Section 203.

  	
   

  	
  Form of Trustee’s
  Certificate of Authentication.

  	
   

  	
  24

  
	
  Section 204.

  	
   

  	
  Form of Guarantee
  of Each of the Guarantors.

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE

  
	
   

  
	
  THE
  SECURITIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 301.

  	
   

  	
  Amount Unlimited;
  Issuable in Series.

  	
   

  	
  25

  
	
  Section 302.

  	
   

  	
  Denominations.

  	
   

  	
  29

  
	
  Section 303.

  	
   

  	
  Execution,
  Authentication, Delivery and Dating.

  	
   

  	
  30

  
	
  Section 304.

  	
   

  	
  Temporary Securities.

  	
   

  	
  31

  
	
  Section 305.

  	
   

  	
  Global Securities.

  	
   

  	
  31

  
	
  Section 306.

  	
   

  	
  Registration,
  Registration of Transfer and Exchange.

  	
   

  	
  33

  
	
  Section 307.

  	
   

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities.

  	
   

  	
  35

  
	
  Section 308.

  	
   

  	
  [RESERVED]

  	
   

  	
  35

  
	
  Section 309.

  	
   

  	
  Payment of Interest;
  Interest Rights Preserved.

  	
   

  	
  35

  



 


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  Section 310.

  	
   

  	
  Persons Deemed Owners.

  	
   

  	
  36

  
	
  Section 311.

  	
   

  	
  Cancellation.

  	
   

  	
  37

  
	
  Section 312.

  	
   

  	
  Computation of
  Interest.

  	
   

  	
  37

  
	
  Section 313.

  	
   

  	
  CUSIP Numbers.

  	
   

  	
  38

  
	
   

  
	
  ARTICLE
  FOUR

  
	
   

  
	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  
	
   

  
	
  Section 401.

  	
   

  	
  Company’s Option to
  Effect Defeasance or Covenant Defeasance.

  	
   

  	
  38

  
	
  Section 402.

  	
   

  	
  Defeasance and
  Discharge.

  	
   

  	
  38

  
	
  Section 403.

  	
   

  	
  Covenant Defeasance.

  	
   

  	
  39

  
	
  Section 404.

  	
   

  	
  Conditions to
  Defeasance or Covenant Defeasance.

  	
   

  	
  39

  
	
  Section 405.

  	
   

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

  	
   

  	
  42

  
	
  Section 406.

  	
   

  	
  Reinstatement.

  	
   

  	
  42

  
	
   

  
	
  ARTICLE
  FIVE

  
	
   

  
	
  REMEDIES

  
	
   

  
	
  Section 501.

  	
   

  	
  Events of Default.

  	
   

  	
  43

  
	
  Section 502.

  	
   

  	
  Acceleration of
  Maturity; Rescission and Annulment.

  	
   

  	
  45

  
	
  Section 503.

  	
   

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee.

  	
   

  	
  46

  
	
  Section 504.

  	
   

  	
  Trustee May File
  Proofs of Claim.

  	
   

  	
  47

  
	
  Section 505.

  	
   

  	
  Trustee
  May Enforce Claims without Possession of Securities.

  	
   

  	
  47

  
	
  Section 506.

  	
   

  	
  Application of Money
  Collected.

  	
   

  	
  48

  
	
  Section 507.

  	
   

  	
  Limitation on Suits.

  	
   

  	
  48

  
	
  Section 508.

  	
   

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest.

  	
   

  	
  49

  
	
  Section 509.

  	
   

  	
  Restoration of Rights
  and Remedies.

  	
   

  	
  49

  
	
  Section 510.

  	
   

  	
  Rights and Remedies
  Cumulative.

  	
   

  	
  49

  
	
  Section 511.

  	
   

  	
  Delay or Omission Not
  Waiver.

  	
   

  	
  49

  
	
  Section 512.

  	
   

  	
  Control by Holders.

  	
   

  	
  50

  
	
  Section 513.

  	
   

  	
  Waiver of Past
  Defaults.

  	
   

  	
  50

  
	
  Section 514.

  	
   

  	
  Undertaking for Costs.

  	
   

  	
  50

  
	
  Section 515.

  	
   

  	
  Waiver of Stay,
  Extension or Usury Laws.

  	
   

  	
  51

  
	
   

  
	
  ARTICLE
  SIX

  
	
   

  
	
  THE
  TRUSTEE

  
	
   

  
	
  Section 601.

  	
   

  	
  Notice of Defaults.

  	
   

  	
  51

  
	
  Section 602.

  	
   

  	
  Certain Rights of
  Trustee.

  	
   

  	
  51

  
	
  Section 603.

  	
   

  	
  Trustee Not Responsible
  for Recitals, Dispositions of Securities or Application of Proceeds Thereof.

  	
   

  	
  53

  
	
  Section 604.

  	
   

  	
  Trustee and Agents
  May Hold Securities; Collections; etc.

  	
   

  	
  53

  
	
  Section 605.

  	
   

  	
  Money Held in Trust.

  	
   

  	
  53

  



 


3

















 


	
  Section 606.

  	
   

  	
  Compensation and
  Indemnification of Trustee and Its Prior Claim.

  	
   

  	
  53

  
	
  Section 607.

  	
   

  	
  Conflicting Interests.

  	
   

  	
  54

  
	
  Section 608.

  	
   

  	
  Corporate Trustee
  Required; Eligibility.

  	
   

  	
  54

  
	
  Section 609.

  	
   

  	
  Resignation and
  Removal; Appointment of Successor Trustee.

  	
   

  	
  55

  
	
  Section 610.

  	
   

  	
  Acceptance of
  Appointment by Successor.

  	
   

  	
  56

  
	
  Section 611.

  	
   

  	
  Merger, Conversion,
  Consolidation or Succession to Business.

  	
   

  	
  58

  
	
  Section 612.

  	
   

  	
  Preferential Collection
  of Claims Against Company.

  	
   

  	
  58

  
	
   

  
	
  ARTICLE
  SEVEN

  
	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  
	
  Section 701.

  	
   

  	
  Company to Furnish
  Trustee Names and Addresses of Holders.

  	
   

  	
  59

  
	
  Section 702.

  	
   

  	
  Disclosure of Names and
  Addresses of Holders.

  	
   

  	
  59

  
	
  Section 703.

  	
   

  	
  Reports by Trustee.

  	
   

  	
  59

  
	
  Section 704.

  	
   

  	
  Reports by Company and
  Guarantors.

  	
   

  	
  60

  
	
   

  
	
  ARTICLE
  EIGHT

  
	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  
	
  Section 801.

  	
   

  	
  Company or Any
  Guarantor May Consolidate, etc., Only on Certain Terms.

  	
   

  	
  60

  
	
  Section 802.

  	
   

  	
  Successor Substituted.

  	
   

  	
  62

  
	
   

  
	
  ARTICLE
  NINE

  
	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  
	
  Section 901.

  	
   

  	
  Supplemental Indentures
  and Agreements without Consent of Holders.

  	
   

  	
  63

  
	
  Section 902.

  	
   

  	
  Supplemental Indentures
  and Agreements with Consent of Holders.

  	
   

  	
  64

  
	
  Section 903.

  	
   

  	
  Execution of
  Supplemental Indentures and Agreements.

  	
   

  	
  65

  
	
  Section 904.

  	
   

  	
  Effect of Supplemental
  Indentures.

  	
   

  	
  65

  
	
  Section 905.

  	
   

  	
  Conformity with Trust
  Indenture Act.

  	
   

  	
  66

  
	
  Section 906.

  	
   

  	
  Reference in Securities
  to Supplemental Indentures.

  	
   

  	
  66

  
	
   

  
	
  ARTICLE
  TEN

  
	
   

  
	
  COVENANTS

  
	
   

  
	
  Section 1001.

  	
   

  	
  Payment of Principal,
  Premium and Interest.

  	
   

  	
  66

  
	
  Section 1002.

  	
   

  	
  Maintenance of Office
  or Agency.

  	
   

  	
  66

  
	
  Section 1003.

  	
   

  	
  Money for Security
  Payments to Be Held in Trust.

  	
   

  	
  67

  
	
  Section 1004.

  	
   

  	
  Corporate Existence.

  	
   

  	
  68

  
	
  Section 1005.

  	
   

  	
  Payment of Taxes and
  Other Claims.

  	
   

  	
  69

  
	
  Section 1006.

  	
   

  	
  Maintenance of
  Properties.

  	
   

  	
  69

  
	
  Section 1007.

  	
   

  	
  Insurance.

  	
   

  	
  69

  
	
  Section 1008.

  	
   

  	
  Statement by Officers
  as to Default.

  	
   

  	
  69

  
	
  Section 1009.

  	
   

  	
  Waiver of Certain
  Covenants.

  	
   

  	
  70

  



 


4

















 


	
  ARTICLE ELEVEN

  
	
   

  
	
  REDEMPTION
  OF SECURITIES

  
	
   

  
	
  Section 1101.

  	
   

  	
  Rights of Redemption.

  	
   

  	
  70

  
	
  Section 1102.

  	
   

  	
  Applicability of
  Article.

  	
   

  	
  70

  
	
  Section 1103.

  	
   

  	
  Election to Redeem;
  Notice to Trustee.

  	
   

  	
  71

  
	
  Section 1104.

  	
   

  	
  Selection by Trustee of
  Securities to Be Redeemed.

  	
   

  	
  71

  
	
  Section 1105.

  	
   

  	
  Notice of Redemption.

  	
   

  	
  71

  
	
  Section 1106.

  	
   

  	
  Deposit of Redemption
  Price.

  	
   

  	
  72

  
	
  Section 1107.

  	
   

  	
  Securities Payable on
  Redemption Date.

  	
   

  	
  72

  
	
  Section 1108.

  	
   

  	
  Securities Redeemed or
  Purchased in Part.

  	
   

  	
  73

  
	
   

  
	
  ARTICLE
  TWELVE

  
	
   

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  
	
  Section 1201.

  	
   

  	
  Satisfaction and
  Discharge of Indenture.

  	
   

  	
  73

  
	
  Section 1202.

  	
   

  	
  Application of Trust
  Money.

  	
   

  	
  74

  
	
   

  
	
  ARTICLE
  THIRTEEN

  
	
   

  
	
  GUARANTEE

  
	
   

  
	
  Section 1301.

  	
   

  	
  Guarantors’ Guarantee.

  	
   

  	
  75

  
	
  Section 1302.

  	
   

  	
  Continuing Guarantee;
  No Right of Set-Off; Independent Obligation.

  	
   

  	
  75

  
	
  Section 1303.

  	
   

  	
  Guarantee Absolute.

  	
   

  	
  76

  
	
  Section 1304.

  	
   

  	
  Right to Demand Full
  Performance.

  	
   

  	
  78

  
	
  Section 1305.

  	
   

  	
  Waivers.

  	
   

  	
  78

  
	
  Section 1306.

  	
   

  	
  The Guarantors Remain
  Obligated in Event the Company Is No Longer Obligated to Discharge Indenture
  Obligations

  	
   

  	
  79

  
	
  Section 1307.

  	
   

  	
  Fraudulent Conveyance;
  Contribution Subrogation.

  	
   

  	
  79

  
	
  Section 1308.

  	
   

  	
  Guarantee Is in
  Addition to Other Security.

  	
   

  	
  80

  
	
  Section 1309.

  	
   

  	
  Release of Security
  Interests.

  	
   

  	
  80

  
	
  Section 1310.

  	
   

  	
  No Bar to Further
  Actions.

  	
   

  	
  80

  
	
  Section 1311.

  	
   

  	
  Failure to Exercise
  Rights Shall Not Operate as a Waiver; No Suspension of Remedies.

  	
   

  	
  81

  
	
  Section 1312.

  	
   

  	
  Trustee’s Duties;
  Notice to Trustee.

  	
   

  	
  81

  
	
  Section 1313.

  	
   

  	
  Successors and Assigns.

  	
   

  	
  81

  
	
  Section 1314.

  	
   

  	
  Release of Guarantee.

  	
   

  	
  81

  
	
  Section 1315.

  	
   

  	
  Execution of Guarantee.

  	
   

  	
  82

  



 


5

















 


Reconciliation and tie
between Trust Indenture Act of 1939, as amended,


and Indenture, dated as
of May 10, 2007


 




	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  ss.
  310 (a)(1)

  	
   

  	
  608
  (a)(2)

  
	
  608
  (b)

  	
   

  	
  607,
  609 ss. 311 (a)

  
	
  612
  ss. 312 (a)

  	
   

  	
  701
  (b)

  
	
  702
  (c)

  	
   

  	
  702
  ss. 313 (a)

  
	
  703
  (c)

  	
   

  	
  703,
  704 ss. 314 (a)

  
	
  704
  (a)(4)

  	
   

  	
  1008
  (c)(1)

  
	
  103,
  104, 404, 1103 (c)(2)

  	
   

  	
  103,
  104, 404, 1103 (e)

  
	
  103
  ss. 315 (a)

  	
   

  	
  602,
  903 (b)

  
	
  601
  (c)

  	
   

  	
  (602)
  (d)

  
	
  602
  (e)

  	
   

  	
  514
  ss. 316 (a) (last sentence)

  
	
  101
  (“Outstanding”) (a)(1)(A)

  	
   

  	
  502,
  512 (a)(1)(A)

  
	
  513
  (a)(1)(B)

  	
   

  	
  513
  (b)

  
	
  508
  (c)

  	
   

  	
  105
  ss. 317 (a)(1)

  
	
  503
  (a)(2)

  	
   

  	
  504
  (b)

  
	
  1003
  ss. 318 (a)

  	
   

  	
  108

  






 


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


 


6














 


INDENTURE, dated
as of  May 10, 2007, between
SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (the “Company”), and
U.S. 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 ONE


 


DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


 


Section 101.                                Definitions.


 


For all purposes
of this Indenture, except as otherwise expressly provided or as set forth
pursuant to Section 301 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;


 


7

















 


(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.


 


“Bank Credit
Agreement” means the Third Amended and Restated Credit Agreement, dated as of December 21,
2006, between Sinclair Television Group, Inc., the Company, the
subsidiaries of Sinclair Television Group, Inc. identified on the
signature pages thereof under the caption “SUBSIDIARY GUARANTORS,” the
lenders named therein and JP Morgan Chase Bank, N.A., as agent, as such
agreement may be further amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing). For all purposes under this Indenture, “Bank
Credit Agreement” shall include any amendments, renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplements or any
other modifications that increase the principal amount of the Indebtedness or
the commitments to lend thereunder.


 


“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
Directors” means the board of directors of the Company or any Guarantor, as the
case may be, or any duly authorized committee of such board.


 


8

















 


“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 Directors 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 State of Maryland 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 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 corporation 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
Sinclair Broadcast Group, Inc., a corporation incorporated under the laws
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.


 


9

















 


“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, which office at the date of
execution of this Indenture is located at 1051 East Cary Street, Suite 1150,
Richmond, VA 23219.


 


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


 


“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 305(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, (other than upon a change
of control of or sale of assets by the Company in circumstances where the
holders of the Securities would have similar rights), 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
partnership interests, whether general or limited, of such Person, including
any Preferred Equity Interests.


 


“Event of Default”
has the meaning specified in Article Five.


 


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


 


10

















 


“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.


 


“Film Contract”
means contracts with suppliers that convey the right to broadcast specified
films, videotape motion pictures, syndicated television programs or sports or
other programming.


 


“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 301 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 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 301 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.


 


11

















 


“Indebtedness”
means, with respect to any Person, without duplication, (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued
current liabilities arising in the ordinary course of business, but including,
without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities,
acceptance facilities or other similar facilities and in connection with any
agreement to purchase, redeem, exchange, convert or otherwise acquire for value
any Equity Interests of such Person, or any warrants, rights or options to
acquire such Equity Interests, now or hereafter outstanding, (ii) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), but excluding trade payables arising in the ordinary
course of business, (iv) all obligations under Interest Rate Agreements of
such Person, (v) all Capital Lease Obligations of such Person, (vi) all
Indebtedness referred to in clauses (i) through (v) above of other
Persons and all dividends of other Persons, the payment of which is secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien, upon or with respect to property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness, (vii) all Guaranteed Debt of such Person, (viii) all
Disqualified Equity Interests valued at the greater of their voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any liability of the types referred to
in clauses (i) through (viii) above; provided, however, that the term
Indebtedness shall not include (1) any obligations of the Company and its
Restricted Subsidiaries with respect to Film Contracts entered into in the
ordinary course of business and (2) the $200 million aggregate liquidation
value of the 115/8% High Yield Trust Offered Preferred Securities of Sinclair
Capital (the “HYTOPS”) and any other similar instruments issued to replace or
refinance the HYTOPS. The amount of Indebtedness of any Person at any date
shall be, without duplication, the principal amount that would be shown on a
balance sheet of such Person prepared as of such date in accordance with GAAP
and the maximum determinable liability of any Guaranteed Debt referred to in
clause (vii) above at such date. The Indebtedness of the Company and its
Restricted Subsidiaries shall not include any Indebtedness of Unrestricted
Subsidiaries so long as such Indebtedness is non-recourse to the Company and
the Restricted Subsidiaries. For purposes hereof, the “maximum fixed repurchase
price” of any Disqualified Equity Interests which do not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Equity Interests as if such Disqualified Equity Interests were purchased on any
date on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Disqualified Equity Interests, such Fair Market Value to be
determined in good faith by the Board of Directors of the issuer of such
Disqualified Equity Interests.


 


12

















 


“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 301.


 


“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.


 


“Independent
Director” means a director of the Company other than a director (i) who
(apart from being a director 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 director, 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.


 


“Interest Rate
Agreements” means one or more of the following agreements which shall be entered
into by one or more financial institutions: interest rate protection agreements
(including, without limitation, interest rate swaps, caps, floors, collars and
similar agreements) and any obligations in respect of any Hedging Agreement, as
defined in the Bank Credit Agreement.


 


“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.


 


13

















 


“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 which 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 301.


 


“Outstanding” when
used with respect to Securities of any series means, unless otherwise provided
pursuant to Section 301, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:


 


(a)                                  Securities
theretofore cancelled 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 402 and 403, with respect to which
the Company has effected defeasance or covenant defeasance as provided in Article Four;
and


 


14

















 


(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, 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 307 in 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.


 


15

















 


“Regular Record
Date” for the interest payable on any Interest Payment Date means the 15th day
(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 306.


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 309.


 


“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.


 


“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 307 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.


 


16

















 


“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 corporation (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.


 


“Unrestricted
Subsidiary,” with respect to any series of Securities, shall have the meaning
as set forth pursuant to Section 301.


 


“U.S. Person”
means a citizen or resident of the United States, a corporation, partnership 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.


 


“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 corporation
(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).


 


Section 102.                                Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Act”

  	
   

  	
  105

  	
   

  
	
  “Agent Members”

  	
   

  	
  305

  	
   

  
	
  “Bearer Global
  Security”

  	
   

  	
  305

  	
   

  
	
  “covenant
  defeasance”

  	
   

  	
  403

  	
   

  
	
  “Defaulted
  Interest”

  	
   

  	
  309

  	
   

  
	
  “defeasance”

  	
   

  	
  402

  	
   

  
	
  “Defeasance
  Redemption Date”

  	
   

  	
  404

  	
   

  
	
  “Defeased
  Securities”

  	
   

  	
  401

  	
   

  
	
  “Global
  Security”

  	
   

  	
  202

  	
   

  
	
  “Physical
  Securities”

  	
   

  	
  305

  	
   

  
	
  “Surviving
  Entity”

  	
   

  	
  801

  	
   

  
	
  “U.S. Government
  Obligations”

  	
   

  	
  404

  	
   

  



 


17

















 


Section 103.                                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.


 


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 104.                                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.


 


18

















 


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.


 


Section 105.                                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 to acts of Holders with respect to Bearer Securities shall be as provided
pursuant to Section 301. 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.


 


19

















 


(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.


 


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 106.                                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 or any other obligor of the
Securities by the Trustee; or


 


20

















 


(b)                                 the
Company or any Guarantor shall be sufficient for every purpose (except as
provided in Section 501(c)) hereunder or pursuant to Section 301 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 Sinclair
Broadcast Group, Inc.,10706 Beaver Dam Road; Hunt Valley, Maryland 21030,
Attention: President, or at any other address previously furnished in writing
to the Trustee by the Company.


 


Section 107.                                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 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 301.


 


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 108.                                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.


 


21














 


Section 109.           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 110.           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 111.           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 112.           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 or the Holders) any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 113.           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 CONFLICT OF LAWS
PRINCIPLES THEREOF).


 


Section 114.           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 115.           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.


 


22

















 


Section 116.           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 TWO


 


SECURITY FORMS


 


Section 201.           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 304, 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 303 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.


 


Unless otherwise
provided pursuant to Section 301, 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 202.           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 301, 303, 304 (if applicable), 305 and
306.


 


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Unless otherwise
provided pursuant to Section 301, 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 203.           Form of
Trustee’s Certificate of Authentication.


 


Unless otherwise
provided pursuant to Section 301, the Trustee’s certificate of
authentication shall be included on the Securities and shall be substantially
in the form as follows:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION.


 


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


 


	
  

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  As Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
					



 


Section 204.           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:


 


24

















 


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

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
  Title

  	
   

  	
   

  	
   

  	
  Title

  



 


ARTICLE THREE


 


THE SECURITIES


 


Section 301.           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.


 


(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 303) set forth, or determined
in the manner provided, in an Officers’ Certificate or (iii) in one or
more indentures supplemental hereto:


 


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


 


(2)           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 304, 306, 307, 906 or 1108 or any Securities of the series
that, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder);


 


25

















 


(3)           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;


 


(4)           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;


 


(5)           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;


 


(6)           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


 


(7)           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;


 


(8)           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;


 


(9)           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;


 


(10)         the
denominations in which Securities of the series are authorized to be issued;


 


(11)         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;


 


26

















 


(12)         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;


 


(13)         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 502 or the method by which
such portion shall be determined;


 


(14)         provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;


 


(15)         any
addition to, modifications of or deletion from the Events of Default set forth
in Section 501 or covenants of the Company set forth in Article 9
pertaining to the Securities of the series;


 


(16)         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;


 


(17)         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 306, the terms upon which Bearer Securities of a
series may be exchanged for Securities of the same series and vice versa;


 


(18)         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;


 


(19)         the
forms of the Securities and interest coupons, if any, of the series;


 


(20)         if
other than the Trustee, the identity of the Registrar and any Paying Agent;


 


(21)         the
application, if any, of such means of defeasance or covenant defeasance as may
be specified for such Securities of that series;


 


27

















 


(22)         whether
such Securities of the series are to be issued in whole or in part in the form
of one or more in 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;


 


(23)         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;


 


(24)         if
other than as provided in Section 309, 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;


 


(25)         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;


 


(26)         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);


 


(27)         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


 


(28)         the
terms, if any, upon which such Securities of any series may be converted or
exchanged into or for Common Stock, Preferred Stock or other securities or
property of the Company;


 


(29)         any
restrictions on the registration, transfer or exchange of the Securities; and


 


(30)         any
other terms not inconsistent with the terms of the Indenture pertaining to the
Securities 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.


 


(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 301, in which case the provisions of the
supplemental indenture shall govern and references herein to “unless otherwise
provided pursuant to Section 301” are not intended to limit what
provisions may be amended pursuant to any supplemental indenture. Subject to
Sections 108, 113 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 301, the (i) Board Resolution, (ii) Officers’
Certificate or (iii) supplemental indenture setting forth such conflicting
term shall prevail.


 


28

















 


(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 303) 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 301, 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 301, 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 301.


 


Section 302.           Denominations.


 


Unless otherwise
provided pursuant to Section 301, 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.


 


29

















 


Section 303.           Execution,
Authentication, Delivery and Dating.


 


Unless otherwise
provided pursuant to Section 301, 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 under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.


 


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 301, 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.


 


30

















 


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 301.


 


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 301.


 


Section 304.           Temporary
Securities.


 


Unless otherwise
provided pursuant to Section 301, 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 301, 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 1002, 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 305.           Global
Securities.


 


(a)           Unless otherwise
provided pursuant to Section 301, 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 202; provided, that the Securities are eligible to be
in the form of a Global Security.


 


31

















 


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
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 301. 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 301.


 


(b)           Unless otherwise
provided pursuant to Section 301, 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 301 (“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 301,
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 and (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.


 


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(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.


 


(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 306.           Registration,
Registration of Transfer and Exchange.


 


Unless otherwise
provided pursuant to Section 301, 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 1002 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 or of the Company
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 301.


 


Unless otherwise
provided pursuant to Section 301, upon surrender for registration of
transfer of any Security of any series at the office or agency of the Company
designated pursuant to Section 1002, 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.


 


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Unless otherwise
provided pursuant to Section 301, 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.


 


Unless otherwise
provided pursuant to Section 301, 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 303, 304, 305, 306, 307 and 906, not involving any
transfer.


 


Unless otherwise
provided pursuant to Section 301, 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 1104
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 304, 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 304, 307, 906 or 1108 or otherwise, shall also be a Global Security
and bear the legend specified in Section 202.


 


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Section 307.           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.


 


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 301.


 


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 308.           [RESERVED]


 


Section 309.           Payment
of Interest; Interest Rights Preserved.


 


Unless otherwise
provided pursuant to Section 301, 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 301, 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:


 


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(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, 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 301.


 


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 310.           Persons
Deemed Owners.


 


Unless otherwise
provided pursuant to Section 301, 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 309) 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.


 


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Unless otherwise
provided as contemplated by Section 301, 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 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 311.           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 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 312.           Computation
of Interest.


 


Except as
otherwise provided pursuant to Section 301, interest on the Securities of
all series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


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Section 313.                                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 FOUR


 


DEFEASANCE AND COVENANT
DEFEASANCE


 


Unless otherwise
provided pursuant to Section 301, Securities of any series shall be
subject to the following provisions:


 


Section 401.                                Company’s Option to
Effect Defeasance or Covenant Defeasance.


 


Unless otherwise
provided pursuant to Section 301, 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 402 or


 


Section 403
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 402.                                Defeasance and
Discharge.


 


Unless otherwise
provided pursuant to Section 301, upon the Company’s exercise under Section 401
of the option applicable to this Section 402, 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 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 405
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 404 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


 


38

















 


are
due, (b) the Company’s obligations with respect to such Defeased
Securities under Sections 304, 305, 306, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including,
without limitation, the Trustee’s rights under Section 606, (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 301.
Subject to compliance with this Article Four, the Company may exercise its
option under this Section 402 notwithstanding the prior exercise of its
option under Section 403 with respect to the Securities of that series.


 


Section 403.                                Covenant Defeasance.


 


Upon the Company’s
exercise under Section 401 of the option applicable to this Section 403,
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 1002
and 1003) or otherwise set forth in this Indenture and expressly made subject
to this Section 403 pursuant to Section 301, 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 501(c), (d) or
(g), but, except as specified above, the remainder of this Indenture and such
Defeased Securities shall be unaffected thereby.


 


Section 404.                                Conditions to
Defeasance or Covenant Defeasance.


 


Unless otherwise
provided pursuant to Section 301, the following shall be the conditions to
application of either Section 402 or Section 403 to the Defeased
Securities:


 


(a)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 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


 


39

















 


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 301), if when exercising
under Section 401 either its option applicable to Section 402 or its
option applicable to Section 403, 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 402, 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.


 


(c)                                  In
the case of an election under Section 403, 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.


 


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(d)                                 No
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or insofar as subsections 501(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 senior Indebtedness or Guarantor Senior Indebtedness, 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 402 or the
covenant defeasance under Section 403 (as the case may be) have been
complied with as contemplated by this Section 404.


 


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.


 


41

















 


Section 405.                                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 1003, 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 404
(collectively, for purposes of this Section 405, the “Trustee”) pursuant
to Section 404 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 404
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 404 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 406.                                Reinstatement.


 


If the Trustee or
Paying Agent is unable to apply any United States dollars or U.S. Government
Obligations in accordance with Section 402 or 403, 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 402
or 403, 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 402 or 403, 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.


 


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ARTICLE FIVE


 


REMEDIES


 


Section 501.                                Events of Default.


 


Unless otherwise
provided pursuant to Section 301, “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 30 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)                                  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;
and (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 $5,000,000 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
$5,000,000 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;


 


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(g)                                 any
holder or holders of at least $5,000,000 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, (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, or (v) the Company, any Guarantor or any
Restricted Subsidiary takes any corporate action authorizing any such actions
in this paragraph (i).


 


Unless otherwise
provided pursuant to Section 301, the Company shall deliver to the Trustee
within five 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.


 


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Section 502.                                Acceleration of
Maturity; Rescission and Annulment.


 


Unless otherwise
provided pursuant to Section 301, if an Event of Default (other than an
Event of Default specified in Sections 501(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 501 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 301, 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


 


(1)                                  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,


 


(2)                                  all overdue interest
on all Securities of any series,


 


(3)                                  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


 


(4)                                  to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
borne by the Securities; and


 


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(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 513.


 


No such rescission
shall affect any subsequent Default or impair any right consequent thereon
provided in Section 513. 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 301.


 


Section 503.                                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


 


(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 30 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 512.


 


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Section 504.                                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,


 


(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 606.


 


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 505.                                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.


 


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Section 506.                                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 606;


 


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 507.                                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


 


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(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 508.                                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 309)
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 shall not be impaired without the consent of such Holder,
subject to Article Thirteen, if applicable.


 


Section 509.                                Restoration of
Rights and Remedies.


 


If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture 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 510.                                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 511.                                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.


 


49














 


Section 512.                                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.


 


Section 513.                                Waiver of Past Defaults.


 


Unless otherwise
provided pursuant to Section 301, 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 a higher percentage of the
principal amount of the Outstanding Securities 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 514.                                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 Section shall not apply
to any suit instituted


 


50

















 


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 515.                                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.


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601.                                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 602.                                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;


 


51

















 


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


 


52

















 


Section 603.                                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 604.                                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.


 


Section 605.                                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 605, unless the Trustee
acted with gross negligence or in bad faith. With respect to any losses on
investments made under this Section 605, the Company is liable for the
full extent of any such loss.


 


Section 606.                                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


 


53

















 


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 606 shall be made with interest at
the rate borne by the Securities.


 


As security for
the performance of the obligations of the Company under this Section 606,
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 606 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 607.                                Conflicting
Interests.


 


The Trustee shall
comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


Section 608.                                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,


 


54

















 


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


 


Section 609.                                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 610.


 


(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 Directors 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.


 


(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:


 


(1)                                  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


 


(2)                                  the Trustee shall
cease to be eligible under Section 608 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


 


(3)                                  the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, 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.


 


55

















 


(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 514,
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.


 


(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 610.                                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 606.


 


56

















 


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 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 610 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 Sixth 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 608.


 


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Upon acceptance of
appointment by any successor Trustee with respect to the Securities of any
particular series as provided in this Section 610, 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 609.
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 611.                                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 Sixth 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 608 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.


 


Section 612.                                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.


 


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ARTICLE SEVEN


 


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


 


Section 701.                                Company to Furnish
Trustee Names and Addresses of Holders.


 


The Company will
furnish or cause to be furnished to the Trustee


 


(a)                                  semiannually,
not more than 15 days after each 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 702.                                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 703.                                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).


 


59

















 


Section 704.                                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 EIGHT


 


CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE


 


Section 801.                                Company or Any
Guarantor May Consolidate, etc., Only on Certain Terms.


 


Unless otherwise
provided pursuant to Section 301:


 


(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, 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:


 


60

















 


(1)                                  either (1) the
Company shall be the continuing corporation, 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 corporation 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;


 


(2)                                  immediately before
and immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;


 


(3)                                  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;


 


(4)                                  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 301;


 


(5)                                  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;


 


(6)                                  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 301) are complied with; and


 


(7)                                  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.


 


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(b)                                 If
any Securities of any series are guaranteed pursuant to Article Thirteen,
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 corporation (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:


 


(1)                                  either (1) such
Guarantor shall be the continuing corporation 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 corporation 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;


 


(2)                                  immediately before
and immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; and


 


(3)                                  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 802.                                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 801, 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.


 


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ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


Section 901.           Supplemental
Indentures and Agreements without Consent of Holders.


 


Unless otherwise
provided for in Section 301, 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;


 


63

















 


(i)            to permit payment
in respect of Securities in bearer form in the United States to the extent
allowed by law;


 


(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)           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
pursuant to the requirements of Article Thirteen.


 


Section 902.           Supplemental
Indentures and Agreements with Consent of Holders.


 


Unless otherwise
provided pursuant to Section 301, 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;


 


64

















 


(c)           modify any of the
provisions of this Section, Section 513 or Section 1009, 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;


 


(d)           except as otherwise
permitted under Article Eight, 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.


 


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 903, 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 903.           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 602 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 904.           Effect
of Supplemental Indentures.


 


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


 


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Section 905.           Conformity
with Trust Indenture Act.


 


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


 


Section 906.           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 conform, in the opinion of the
Trustee and the Board of Directors, 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 TEN


 


COVENANTS


 


Section 1001.         Payment
of Principal, Premium and Interest.


 


Subject to the
provisions of Article Thirteen, 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 1002.         Maintenance
of Office or Agency.


 


Unless otherwise
provided pursuant to Section 301, 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.


 


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Procedures with
respect to Bearer Securities in connection with the matters addressed in this Section 1002
shall be set forth pursuant to Section 301.


 


Unless otherwise
provided pursuant to Section 301, the Trustee shall initially serve as
Paying Agent.


 


Section 1003.         Money
for Security Payments to Be Held in Trust.


 


If the Company
shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of, 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.


 


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.


 


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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 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 1004.         Corporate
Existence.


 


Subject to Article Eight,
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 Directors 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; 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.


 


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Section 1005.         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 1006.         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 carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall 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 1007.         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 1008.         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.


 


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(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 $5,000,000), 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 1009.         Waiver
of Certain Covenants.


 


Unless otherwise
provided pursuant to Section 301, 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 301 or 901 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 Company and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101.         Rights
of Redemption.


 


Unless otherwise
provided pursuant to Section 301, 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 301, subject to the conditions, and at the
Redemption Price, specified in the form of Security of each series (specified
pursuant to Section 301), together with accrued and unpaid interest, if
any, to the Redemption Date.


 


Section 1102.         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.


 


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Section 1103.         Election
to Redeem; Notice to Trustee.


 


The election of
the Company to redeem any Securities of any series pursuant to Section 1101
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 1104.         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 $1,000 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.


 


Section 1105.         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;


 


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(e)           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.


 


Section 1106.         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 1003) 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 1107.         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 309.


 


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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 1107 shall be provided pursuant to Section 301.


 


Section 1108.         Securities
Redeemed or Purchased in Part.


 


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 1002 (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.


 


ARTICLE TWELVE


 


SATISFACTION AND
DISCHARGE


 


Section 1201.         Satisfaction
and Discharge of Indenture.


 


Unless otherwise
provided pursuant to Section 301, 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


 


(1)           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 308 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 1003) have been
delivered to the Trustee for cancellation; or


 


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(2)           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.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 606 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 1202
and the last paragraph of Section 1003 shall survive.


 


Section 1202.         Application
of Trust Money.


 


Subject to the
provisions of the last paragraph of Section 1003, all United States
dollars deposited with the Trustee pursuant to Section 1201 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.


 


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ARTICLE THIRTEEN


 


GUARANTEE


 


If, pursuant to Section 301,
the Securities of any series are to be guaranteed by any Guarantor, the
following provisions, unless otherwise provided pursuant to Section 301,
shall apply. In this Article Thirteen, 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 Thirteen and all
references to Guarantees and Guarantors in this Indenture shall have no force
and effect.


 


Section 1301.         Guarantors’
Guarantee.


 


For value
received, each of the Guarantors, in accordance with this Article Thirteen,
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 1302.         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
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 Eight. 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.


 


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(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 106 hereof.


 


(e)           Except as provided
herein, the provisions of this Article Thirteen 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 1303.         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
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;


 


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(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 moneys 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 1314,
any merger or consolidation, arrangement or reorganization of the Company, any
Guarantor, any Person resulting from the merger or 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;


 


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(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 1314,
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 1304.         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 1305.         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.


 


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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:


 


(1)           initiate
or exhaust any rights, remedies or recourse against the Company, any Guarantor
or any other Person;


 


(2)           value,
realize upon, or dispose of any security of the Company or any other Person
held by the Trustee or the Holders; or


 


(3)           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 1305, 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 1306.         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 Thirteen 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 402 shall apply to the
Securities and the Guarantors shall be responsible for the payment thereof to
the Trustee or the Holders upon demand.


 


Section 1307.         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.


 


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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 Thirteen.


 


Section 1308.         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 1309.         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 1310.         No
Bar to Further Actions.


 


Except as provided
by law, no action or proceeding brought or instituted under Article Thirteen
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 Thirteen
and this Guarantee by reason of any further default or defaults under Article Thirteen
and this Guarantee or in the payment of any of the Indenture Obligations owing
by the Company.


 


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Section 1311.         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 Thirteen 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.


 


(b)           Nothing contained in
this Article Thirteen shall limit the right of the Trustee or the Holders
to take any action to accelerate the maturity of the Securities pursuant to Article Five
or to pursue any rights or remedies hereunder or under applicable law.


 


Section 1312.         Trustee’s
Duties; Notice to Trustee.


 


(a)           Any provision in
this Article Thirteen 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 or agents acting or
purporting to act on their respective behalf.


 


Section 1313.         Successors
and Assigns.


 


All terms,
agreements and conditions of this Article Thirteen shall extend to and be
binding upon each Guarantor and its successors and permitted assigns and shall
enure 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 Eight.


 


Section 1314.         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 Thirteen.
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


 


81

















 


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 301.


 


Section 1315.         Execution
of Guarantee.


 


To evidence the
Guarantee, each Guarantor hereby agrees to execute the guarantee substantially
in the form set forth in Section 204, 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 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.


 


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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.


 


	
   

  	
  SINCLAIR BROADCAST GROUP, INC., as Issuer 

  
	
   

  	
   

  
	
  Attest

  	
  /s/ Lucy Rutishauser

  	
   

  	
  By:

  	
  /s/ David B. Amy

  
	
   

  	
  Name: Lucy Rutishauser

  	
   

  	
   

  	
  Name: David B. Amy

  
	
   

  	
  Title:   Treasurer

  	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
  U.S. Bank National
  Association, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melody M. Scott

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Melody M. Scott

  	
   

  
	
   

  	
   

  	
  Title:   Trust Officer

  	
   

  



 


83

















 


STATE OF MARYLAND


ss.:


COUNTY OF HARFORD


 


On
the 10th day of May, 2007, before me personally came David B. Amy, to me known,
who, being by me duly sworn, did depose and say that he resides at 2323 Willow
Vale Drive, Falston, Maryland; that he is Chief Financial Officer of Sinclair
Broadcast Group, Inc. the corporation 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)

  
	
   

  	
   

  
	
   

  	
  /s/ Susan E. Domozych

  



 


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