EXHIBIT 4.3


 


         SINCLAIR BROADCAST
GROUP, INC., as Issuer,


 


and


 


                              ,
as Trustee


 


SUBORDINATED INDENTURE


 


Dated as
of                        ,
2002


 


Providing for Issuance of

Subordinated Debt Securities in Series


 














 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
  PARTIES

  	
  1

  
	
   

  	
   

  
	
  RECITALS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE 

  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  Section 101.

  	
  Definitions.

  	
  1

  
	
   

  	
  Affiliate

  	
  1

  
	
   

  	
  Bank Credit Agreement

  	
  2

  
	
   

  	
  Bankruptcy Law

  	
  2

  
	
   

  	
  Bearer Security

  	
  2

  
	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  Board Resolution

  	
  2

  
	
   

  	
  Business Day

  	
  2

  
	
   

  	
  Capital Lease
  Obligation

  	
  2

  
	
   

  	
  Cash Equivalents

  	
  2

  
	
   

  	
  Code

  	
  3

  
	
   

  	
  Commission

  	
  3

  
	
   

  	
  Company

  	
  3

  
	
   

  	
  Company Request” or
  “Company Order

  	
  3

  
	
   

  	
  Consolidated Net Worth

  	
  3

  
	
   

  	
  Corporate Trust Office

  	
  3

  
	
   

  	
  Default

  	
  3

  
	
   

  	
  Depositary

  	
  3

  
	
   

  	
  Designated Guarantor
  Senior Indebtedness

  	
  3

  
	
   

  	
  Designated Senior
  Indebtedness

  	
  3

  
	
   

  	
  Disqualified Equity
  Interests

  	
  3

  
	
   

  	
  Equity Interest

  	
  4

  
	
   

  	
  Event of Default

  	
  4

  
	
   

  	
  Exchange Act

  	
  4

  
	
   

  	
  Existing Notes

  	
  4

  
	
   

  	
  Fair Market Value

  	
  4

  
	
   

  	
  Film Contract

  	
  4

  
	
   

  	
  Generally Accepted
  Accounting Principles” or “GAAP

  	
  4

  
	
   

  	
  Global Security

  	
  4

  
	
   

  	
  Guarantee

  	
  4

  
	
   

  	
  Guaranteed Debt

  	
  4

  
	
   

  	
  Guarantor

  	
  4

  
	
   

  	
  Guarantor Senior
  Indebtedness

  	
  5

  
	
   

  	
  Holder

  	
  5

  
	
   

  	
  Indebtedness

  	
  5

  
	
   

  	
  Indenture

  	
  6

  
	
   

  	
  Indenture Obligations

  	
  6

  
	
   

  	
  Independent Director

  	
  6

  
	
   

  	
  Interest Payment Date

  	
  6

  
	
   

  	
  Interest Rate
  Agreements

  	
  6

  
	
   

  	
  Investments

  	
  6

  
	
   

  	
  Lien

  	
  7

  
	
   

  	
  Maturity

  	
  7

  



 


i

















 


	
   

  	
  Moody’s

  	
  7

  
	
   

  	
  Non-payment Default

  	
  7

  
	
   

  	
  Officers’ Certificate

  	
  7

  
	
   

  	
  Opinion of Counsel

  	
  7

  
	
   

  	
  Opinion of Independent
  Counsel

  	
  7

  
	
   

  	
  Original Issue Discount
  Security

  	
  7

  
	
   

  	
  Outstanding

  	
  7

  
	
   

  	
  Pari Passu Indebtedness

  	
  8

  
	
   

  	
  Paying Agent

  	
  8

  
	
   

  	
  Payment Default

  	
  8

  
	
   

  	
  Permitted Guarantor
  Junior Securities

  	
  8

  
	
   

  	
  Permitted Junior
  Securities

  	
  8

  
	
   

  	
  Person

  	
  8

  
	
   

  	
  Predecessor Security

  	
  8

  
	
   

  	
  Preferred Equity
  Interest

  	
  8

  
	
   

  	
  Qualified Equity
  Interests

  	
  9

  
	
   

  	
  Redemption Date

  	
  9

  
	
   

  	
  Redemption Price

  	
  9

  
	
   

  	
  Regular Record Date

  	
  9

  
	
   

  	
  Responsible Officer

  	
  9

  
	
   

  	
  Restricted Subsidiary

  	
  9

  
	
   

  	
  S&P

  	
  9

  
	
   

  	
  Securities

  	
  9

  
	
   

  	
  Securities Act

  	
  9

  
	
   

  	
  Security Register

  	
  9

  
	
   

  	
  Senior Indebtedness

  	
  9

  
	
   

  	
  Special Record Date

  	
  10

  
	
   

  	
  Stated Maturity

  	
  10

  
	
   

  	
  Subordinated
  Indebtedness

  	
  10

  
	
   

  	
  Subsidiary

  	
  10

  
	
   

  	
  Successor Security

  	
  10

  
	
   

  	
  Temporary Cash
  Investments

  	
  10

  
	
   

  	
  Trust Indenture Act

  	
  10

  
	
   

  	
  Trustee

  	
  10

  
	
   

  	
  U.S. Person

  	
  10

  
	
   

  	
  Unrestricted Subsidiary

  	
  10

  
	
   

  	
  Voting Stock

  	
  10

  
	
  Section 102.

  	
  Other Definitions.

  	
  11

  
	
  Section 103.

  	
  Compliance Certificates
  and Opinions.

  	
  11

  
	
  Section 104.

  	
  Form of Documents
  Delivered to Trustee.

  	
  12

  
	
  Section 105.

  	
  Acts of Holders.

  	
  12

  
	
  Section 106.

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

  	
  13

  
	
  Section 107.

  	
  Notice to Holders;
  Waiver.

  	
  13

  
	
  Section 108.

  	
  Conflict with Trust
  Indenture Act.

  	
  14

  
	
  Section 109.

  	
  Effect of Headings and
  Table of Contents.

  	
  14

  
	
  Section 110.

  	
  Successors and Assigns.

  	
  14

  
	
  Section 111.

  	
  Separability Clause.

  	
  14

  
	
  Section 112.

  	
  Benefits of Indenture.

  	
  15

  
	
  Section 113.

  	
  Governing Law.

  	
  15

  
	
  Section 114.

  	
  Legal Holidays.

  	
  15

  
	
  Section 115.

  	
  Schedules and Exhibits.

  	
  15

  
	
  Section 116.

  	
  Counterparts.

  	
  15

  



 


ii

















 


	
  ARTICLE TWO 

  SECURITY FORMS

  	
  15

  
	
  Section 201.

  	
  Forms Generally.

  	
  15

  
	
  Section 202.

  	
  Form of and
  Provisions Required in Global Security.

  	
  16

  
	
  Section 203.

  	
  Form of Trustee’s
  Certificate of Authentication.

  	
  17

  
	
  Section 204.

  	
  Form of Guarantee
  of Each of the Guarantors.

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE 

  THE SECURITIES

  	
  17

  
	
  Section 301.

  	
  Amount Unlimited;
  Issuable in Series.

  	
  17

  
	
  Section 302.

  	
  Denominations.

  	
  21

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating.

  	
  21

  
	
  Section 304.

  	
  Temporary Securities.

  	
  22

  
	
  Section 305.

  	
  Global Securities.

  	
  22

  
	
  Section 306.

  	
  Registration,
  Registration of Transfer and Exchange.

  	
  23

  
	
  Section 307.

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities.

  	
  24

  
	
  Section 308.

  	
  [RESERVED]

  	
  25

  
	
  Section 309.

  	
  Payment of Interest;
  Interest Rights Preserved.

  	
  25

  
	
  Section 310.

  	
  Persons Deemed Owners.

  	
  26

  
	
  Section 311.

  	
  Cancellation.

  	
  26

  
	
  Section 312.

  	
  Computation of
  Interest.

  	
  27

  
	
  Section 313.

  	
  CUSIP Numbers.

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR 

  DEFEASANCE AND COVENANT DEFEASANCE

  	
  27

  
	
  Section 401.

  	
  Company’s Option to
  Effect Defeasance or Covenant Defeasance.

  	
  27

  
	
  Section 402.

  	
  Defeasance and
  Discharge.

  	
  27

  
	
  Section 403.

  	
  Covenant Defeasance.

  	
  28

  
	
  Section 404.

  	
  Conditions to
  Defeasance or Covenant Defeasance.

  	
  28

  
	
  Section 405.

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

  	
  30

  
	
  Section 406.

  	
  Reinstatement.

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE 

  REMEDIES

  	
  31

  
	
  Section 501.

  	
  Events of Default.

  	
  31

  
	
  Section 502.

  	
  Acceleration of
  Maturity; Rescission and Annulment.

  	
  32

  
	
  Section 503.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee.

  	
  33

  
	
  Section 504.

  	
  Trustee May File
  Proofs of Claim.

  	
  34

  
	
  Section 505.

  	
  Trustee
  May Enforce Claims without Possession of Securities.

  	
  34

  
	
  Section 506.

  	
  Application of Money
  Collected.

  	
  35

  
	
  Section 507.

  	
  Limitation on Suits.

  	
  35

  
	
  Section 508.

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

  	
  36

  
	
  Section 509.

  	
  Restoration of Rights
  and Remedies.

  	
  36

  
	
  Section 510.

  	
  Rights and Remedies
  Cumulative.

  	
  36

  
	
  Section 511.

  	
  Delay or Omission Not
  Waiver.

  	
  36

  
	
  Section 512.

  	
  Control by Holders.

  	
  36

  
	
  Section 513.

  	
  Waiver of Past
  Defaults.

  	
  36

  
	
  Section 514.

  	
  Undertaking for Costs.

  	
  37

  
	
  Section 515.

  	
  Waiver of Stay,
  Extension or Usury Laws.

  	
  37

  



 


iii

















 


	
  ARTICLE SIX

  THE TRUSTEE

  	
  37

  
	
  Section 601.

  	
  Notice of Defaults.

  	
  37

  
	
  Section 602.

  	
  Certain Rights of
  Trustee.

  	
  38

  
	
  Section 603.

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

  	
  39

  
	
  Section 604.

  	
  Trustee and Agents
  May Hold Securities; Collections; etc.

  	
  39

  
	
  Section 605.

  	
  Money Held in Trust.

  	
  39

  
	
  Section 606.

  	
  Compensation and
  Indemnification of Trustee and Its Prior Claim.

  	
  39

  
	
  Section 607.

  	
  Conflicting Interests.

  	
  40

  
	
  Section 608.

  	
  Corporate Trustee
  Required; Eligibility.

  	
  40

  
	
  Section 609.

  	
  Resignation and
  Removal; Appointment of Successor Trustee.

  	
  40

  
	
  Section 610.

  	
  Acceptance of
  Appointment by Successor.

  	
  41

  
	
  Section 611.

  	
  Merger, Conversion,
  Consolidation or Succession to Business.

  	
  43

  
	
  Section 612.

  	
  Preferential Collection
  of Claims Against Company.

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN 

  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  43

  
	
  Section 701.

  	
  Company to Furnish
  Trustee Names and Addresses of Holders.

  	
  43

  
	
  Section 702.

  	
  Disclosure of Names and
  Addresses of Holders.

  	
  43

  
	
  Section 703.

  	
  Reports by Trustee.

  	
  44

  
	
  Section 704.

  	
  Reports by Company and
  Guarantors.

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT 

  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  44

  
	
  Section 801.

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

  	
  44

  
	
  Section 802.

  	
  Successor Substituted.

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE 

  SUPPLEMENTAL INDENTURES

  	
  46

  
	
  Section 901.

  	
  Supplemental Indentures
  and Agreements without Consent of Holders.

  	
  46

  
	
  Section 902.

  	
  Supplemental Indentures
  and Agreements with Consent of Holders.

  	
  47

  
	
  Section 903.

  	
  Execution of
  Supplemental Indentures and Agreements.

  	
  48

  
	
  Section 904.

  	
  Effect of Supplemental
  Indentures.

  	
  48

  
	
  Section 905.

  	
  Conformity with Trust
  Indenture Act.

  	
  48

  
	
  Section 906.

  	
  Reference in Securities
  to Supplemental Indentures.

  	
  48

  
	
  Section 907.

  	
  Effect on Senior
  Indebtedness.

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN 

  COVENANTS

  	
  49

  
	
  Section 1001.

  	
  Payment of Principal,
  Premium and Interest.

  	
  49

  
	
  Section 1002.

  	
  Maintenance of Office
  or Agency.

  	
  49

  
	
  Section 1003.

  	
  Money for Security
  Payments to Be Held in Trust.

  	
  49

  
	
  Section 1004.

  	
  Corporate Existence.

  	
  50

  
	
  Section 1005.

  	
  Payment of Taxes and
  Other Claims.

  	
  50

  
	
  Section 1006.

  	
  Maintenance of
  Properties.

  	
  51

  
	
  Section 1007.

  	
  Insurance.

  	
  51

  
	
  Section 1008.

  	
  Statement by Officers
  as to Default.

  	
  51

  
	
  Section 1009.

  	
  Waiver of Certain
  Covenants.

  	
  52

  



 


iv

















 


	
  ARTICLE ELEVEN 

  REDEMPTION OF SECURITIES

  	
  52

  
	
  Section 1101.

  	
  Rights of Redemption.

  	
  52

  
	
  Section 1102.

  	
  Applicability of
  Article.

  	
  52

  
	
  Section 1103.

  	
  Election to Redeem;
  Notice to Trustee.

  	
  52

  
	
  Section 1104.

  	
  Selection by Trustee of
  Securities to Be Redeemed.

  	
  52

  
	
  Section 1105.

  	
  Notice of Redemption.

  	
  53

  
	
  Section 1106.

  	
  Deposit of Redemption
  Price.

  	
  53

  
	
  Section 1107.

  	
  Securities Payable on
  Redemption Date.

  	
  53

  
	
  Section 1108.

  	
  Securities Redeemed or
  Purchased in Part.

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE 

  SUBORDINATION OF SECURITIES

  	
  54

  
	
  Section 1201.

  	
  Securities Subordinate
  to Senior Indebtedness.

  	
  54

  
	
  Section 1202.

  	
  Payment Over of
  Proceeds Upon Dissolution, etc.

  	
  54

  
	
  Section 1203.

  	
  Suspension of Payment
  When Senior Indebtedness in Default.

  	
  55

  
	
  Section 1204.

  	
  Payment Permitted if No
  Default.

  	
  56

  
	
  Section 1205.

  	
  Subrogation to Rights
  of Holders of Senior Indebtedness.

  	
  57

  
	
  Section 1206.

  	
  Provisions Solely to
  Define Relative Rights.

  	
  57

  
	
  Section 1207.

  	
  Trustee to Effectuate
  Subordination.

  	
  57

  
	
  Section 1208.

  	
  No Waiver of
  Subordination Provisions.

  	
  57

  
	
  Section 1209.

  	
  Notice to Trustee.

  	
  58

  
	
  Section 1210.

  	
  Reliance on Judicial
  Order or Certificate of Liquidating Agent.

  	
  59

  
	
  Section 1211.

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

  	
  59

  
	
  Section 1212.

  	
  Article Applicable
  to Paying Agents.

  	
  59

  
	
  Section 1213.

  	
  No Suspension of
  Remedies.

  	
  59

  
	
  Section 1214.

  	
  Trustee’s Relation to
  Senior Indebtedness.

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN 

  SATISFACTION AND DISCHARGE

  	
  60

  
	
  Section 1301.

  	
  Satisfaction and
  Discharge of Indenture.

  	
  60

  
	
  Section 1302.

  	
  Application of Trust
  Money.

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN 

  GUARANTEE

  	
  61

  
	
  Section 1401.

  	
  Guarantors’ Guarantee.

  	
  61

  
	
  Section 1402.

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

  	
  61

  
	
  Section 1403.

  	
  Guarantee Absolute.

  	
  62

  
	
  Section 1404.

  	
  Right to Demand Full
  Performance.

  	
  63

  
	
  Section 1405.

  	
  Waivers.

  	
  63

  
	
  Section 1406.

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

  	
  64

  
	
  Section 1407.

  	
  Fraudulent Conveyance;
  Contribution Subrogation.

  	
  64

  
	
  Section 1408.

  	
  Guarantee Is in
  Addition to Other Security.

  	
  65

  
	
  Section 1409.

  	
  Release of Security
  Interests.

  	
  65

  
	
  Section 1410.

  	
  No Bar to Further
  Actions.

  	
  65

  
	
  Section 1411.

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

  	
  65

  
	
  Section 1412.

  	
  Trustee’s Duties;
  Notice to Trustee.

  	
  65

  
	
  Section 1413.

  	
  Successors and Assigns.

  	
  66

  
	
  Section 1414.

  	
  Release of Guarantee.

  	
  66

  



 


v

















 


	
  Section 1415.

  	
  Execution of Guarantee.

  	
  66

  
	
  Section 1416.

  	
  Guarantee Subordinate
  to Guarantor Senior Indebtedness.

  	
  66

  
	
  Section 1417.

  	
  Payment Over of
  Proceeds Upon Dissolution of the Guarantor, etc.

  	
  67

  
	
  Section 1418.

  	
  Default on Guarantor
  Senior Indebtedness.

  	
  68

  
	
  Section 1419.

  	
  Payment Permitted by
  Each of the Guarantors if No Default.

  	
  68

  
	
  Section 1420.

  	
  Subrogation to Rights
  of Holders of Guarantor Senior Indebtedness.

  	
  68

  
	
  Section 1421.

  	
  Provisions Solely to
  Define Relative Rights.

  	
  68

  
	
  Section 1422.

  	
  Trustee to Effectuate
  Subordination.

  	
  69

  
	
  Section 1423.

  	
  No Waiver of
  Subordination Provisions.

  	
  69

  
	
  Section 1424.

  	
  Notice to Trustee by
  Each of the Guarantors.

  	
  69

  
	
  Section 1425.

  	
  Reliance on Judicial
  Order or Certificate of Liquidating Agent.

  	
  70

  
	
  Section 1426.

  	
  Rights of Trustee as a
  Holder of Guarantor Senior Indebtedness; Preservation of Trustee’s Rights.

  	
  70

  
	
  Section 1427.

  	
  Article Applicable
  to Paying Agents.

  	
  70

  
	
  Section 1428.

  	
  No Suspension of
  Remedies.

  	
  71

  
	
  Section 1429.

  	
  Trustee’s Relation to
  Guarantor Senior Indebtedness.

  	
  71

  
	
   

  	
   

  
	
  TESTIMONIUM

  	
   

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  



 


vi

















 


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

and Indenture, dated as
of                        ,
2002


 




	
  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.


 














 


        INDENTURE,
dated as
of            ,
2002, between SINCLAIR BROADCAST GROUP, INC., a Maryland corporation (the “Company”),
and                        ,
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 subordinated 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;


 


        (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 Credit Agreement, dated as of May 28, 1998,
between the Company, the subsidiaries of the Company identified on the
signature pages thereof under the caption “SUBSIDIARY GUARANTORS,” the
lenders named therein and The Chase Manhattan Bank, as agent, as amended by
Amendment No. 1 dated as of December 21, 1999 and Amendment No. 2
dated as of July 21, 2000, and as amended and restated pursuant to an
Amendment and Restatement dated as of May 9, 2001, as amended by Amendment
No. 1 dated as of October 30, 2001, and 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.


 


        “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


 


2

















 


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.


 


        “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                        .


 


        “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.


 


        “Designated
Guarantor Senior Indebtedness” means (i) all Guarantor Senior Indebtedness
which guarantees Indebtedness under the Bank Credit Agreement and (ii) any
other Guarantor Senior Indebtedness which is incurred pursuant to an agreement
(or series of related agreements) simultaneously entered into providing for
indebtedness, or commitments to lend, of at least $25,000,000 at the time of determination
and is specifically designated in the instrument evidencing such Guarantor
Senior Indebtedness or the agreement under which such Senior Indebtedness
arises as “Designated Guarantor Senior Indebtedness” by the Guarantor which is
the obligor under the Guarantor Senior Indebtedness.


 


        “Designated
Senior Indebtedness” means (i) all Senior Indebtedness outstanding under
the Bank Credit Agreement and (ii) any other Senior Indebtedness which is
incurred pursuant to an agreement (or series of related agreements)
simultaneously entered into providing for indebtedness, or commitments to lend,
of at least $25,000,000 at the time of determination and is specifically
designated in the instrument evidencing such Senior Indebtedness or the
agreement under which such Senior Indebtedness arises as “Designated Senior
Indebtedness” by the Company.


 


        “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


 


3

















 


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.


 


        “Existing
Notes” means the Company’s 8% Senior Subordinated Notes due 2011, the Company’s
83/4% Senior Subordinated Notes due 2007 and the
Company’s 9% Senior Subordinated Notes due 2007.


 


        “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 Fourteen 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


 


4

















 


Obligations.
Guarantors, if any, will be listed as signatories to any supplemental indenture
of any series of Securities which provide for Guarantees.


 


        “Guarantor
Senior Indebtedness” means the principal of, premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign bankruptcy laws whether or not
allowable as a claim in such proceeding) on any Indebtedness of any Guarantor
(other than as otherwise provided in this definition), whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to any Guarantee. Without
limiting the generality of the foregoing, “Guarantor Senior Indebtedness” shall
include (i) the principal of, premium, if any, and interest (including
interest accruing after the filing of a petition initiating any proceeding
under any state, federal or foreign bankruptcy law whether or not allowable as
a claim in such proceeding) and all other obligations of every nature of any
Guarantor from time to time owed to the lenders (or their agent) under the Bank
Credit Agreement; provided, however, that any Indebtedness under any
refinancing, refunding or replacement of the Bank Credit Agreement shall not
constitute Guarantor Senior Indebtedness to the extent that the Indebtedness
thereunder is by its express terms subordinate to any other Indebtedness of any
Guarantor and (ii) Indebtedness under Interest Rate Agreements.
Notwithstanding the foregoing, “Guarantor Senior Indebtedness” shall not
include (i) Indebtedness evidenced by the Guarantees, (ii) Indebtedness
that is subordinate or junior in right of payment to any Indebtedness of any
Guarantor, (iii) Indebtedness which when incurred and without respect to
any election under Section 1111(b) of Title 11 of the United States
Code, is without recourse to any Guarantor, (iv) Indebtedness which is
represented by Disqualified Equity Interests, (v) any liability for
foreign, federal, state, local or other taxes owed or owing by any Guarantor to
the extent such liability constitutes Indebtedness, (vi) Indebtedness of
any Guarantor to a Subsidiary or any other Affiliate of the Company or any of
such Affiliate’s subsidiaries, (vii) Indebtedness evidenced by any
guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness, (viii) that
portion of any Indebtedness which at the time of issuance is issued in
violation of this Indenture and (ix) Indebtedness owed by any Guarantor
for compensation to employees or for services.


 


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


 


        “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


 


5

















 


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.


 


        “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.


 


6

















 


        “Lien”
means any mortgage, charge, pledge, lien (statutory or otherwise), privilege,
security interest, hypothecation or other encumbrance upon or with respect to
any property of any kind (including any conditional sale or other title
retention agreement, any leases in the nature thereof, and any agreement to
give any security interest), real or personal, movable or immovable, now owned
or hereafter acquired.


 


        “Maturity”
when used with respect to any Security means the date on which the principal of
such Security becomes due and payable as therein provided or as provided in
this Indenture, whether at Stated Maturity, or the Redemption Date and whether
by declaration of acceleration, call for redemption or otherwise.


 


        “Moody’s”
means Moody’s Investors Service, Inc. or any successor rating agency.


 


        “Non-payment
Default” means any event (other than a Payment Default) the occurrence of which
entitles one or more Persons to accelerate the maturity of any Designated
Senior Indebtedness.


 


        “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


 


        (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


 


7

















 


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.


 


        “Pari
Passu Indebtedness” means any Indebtedness of the Company or any Guarantor that
is pari passu in right of payment
to the Securities or any Guarantee of any particular series, as the case may
be.


 


        “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.


 


        “Payment
Default” means any default in the payment of principal of, premium, if any, or
interest, on any Designated Senior Indebtedness.


 


        “Permitted
Guarantor Junior Securities” means (so long as the effect of any exclusion
employing this definition is not to cause the Guarantee to be treated in any
case or proceeding or similar event described in clause (a), (b) or (c) of
Section 1417 as part of the same class of claims as the Guarantor Senior
Indebtedness or any class of claims pari
passu with, or senior to, the Guarantor Senior Indebtedness) for any
payment or distribution, debt or equity securities of any Guarantor or any
successor corporation provided for by a plan of reorganization or readjustment
that are subordinated at least to the same extent that the Guarantee is
subordinated to the payment of all Guarantor Senior Indebtedness then
outstanding; provided that (1) if a new corporation results from such
reorganization or readjustment, such corporation assumes any Guarantor Senior
Indebtedness not paid in full in cash or Cash Equivalents in connection with
such reorganization or readjustment and (2) the rights of the holders of
such Guarantor Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment.


 


        “Permitted
Junior Securities” means (so long as the effect of any exclusion employing this
definition is not to cause the Securities to be treated in any case or
proceeding or similar event described in clause (a), (b) or (c) of
Section 1202 as part of the same class of claims as the Senior
Indebtedness or any class of claims pari
passu with, or senior to, the Senior Indebtedness) for any payment
or distribution, debt or equity securities of the Company or any successor
corporation provided for by a plan of reorganization or readjustment that are
subordinated at least to the same extent that the Securities are subordinated
to the payment of all Senior Indebtedness then outstanding; provided that (1) if
a new corporation results from such reorganization or readjustment, such
corporation assumes any Senior Indebtedness not paid in full in cash or Cash
Equivalents in connection with such reorganization or readjustment and (2) the
rights of the holders of such Senior Indebtedness are not, without the consent
of such holders, altered by such reorganization or readjustment.


 


        “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


 


8

















 


or
distributions, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such person, over Equity Interests of
any other class of such Person.


 


        “Qualified
Equity Interests” of any Person means any and all Equity Interests of such
Person other than Disqualified Equity Interests.


 


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


 


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


 


        “Regular
Record Date” for the interest payable on any Interest Payment Date means the
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.


 


        “Senior
Indebtedness” means the principal of, premium, if any, and interest (including
interest accruing after the filing of a petition initiating any proceeding
under any state, federal or foreign bankruptcy law whether or not allowable as
a claim in such proceeding) on any Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities. Without limiting the
generality of the foregoing, “Senior Indebtedness” shall include the principal
of, premium, if any, and interest (including interest accruing after the filing
of a petition initiating any proceeding under any state, federal or foreign
bankruptcy law whether or not allowable as a claim in such proceeding) and all
other obligations of every nature of the Company from time to time owed to the
lenders (or their agent) under the Bank Credit Agreement; provided, however,
that any Indebtedness under any refinancing, refunding or replacement of the
Bank Credit Agreement shall not constitute Senior Indebtedness to the extent
that the Indebtedness thereunder is by its express terms subordinate to any
other Indebtedness of the Company, and (ii) Indebtedness under Interest
Rate Agreements. Notwithstanding the foregoing, “Senior Indebtedness” shall not
include (i) Indebtedness evidenced by the Securities, (ii) Indebtedness
that is subordinate or junior in right of payment to any Indebtedness of the
Company, (iii) Indebtedness which when incurred and without respect to any
election under Section 1111(b) of Title 11 of the United States Code,
is without recourse to the Company, (iv) Indebtedness which is represented
by Disqualified Equity Interests, (v) any liability for foreign, federal,
state, local or other taxes owed or owing by the Company to the extent such
liability constitutes Indebtedness, (vi) Indebtedness of the Company to a
Subsidiary or any other Affiliate of the Company or any of such Affiliate’s
subsidiaries,


 


9

















 


(vii) that
portion of any Indebtedness which at the time of issuance is issued in
violation of this Indenture and (viii) Indebtedness owed by the Company
for compensation to employees or for services.


 


        “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.


 


        “Subordinated
Indebtedness” means Indebtedness of the Company or any Guarantor subordinated
in right of payment to Senior Indebtedness or Guarantor Senior Indebtedness, as
the case may be.


 


        “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.


 


        “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.


 


        “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.


 


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


 


        “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,


 


10

















 


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

  	
   

  
	
  “Initial Blockage Period”

  	
   

  	
  1203

  	
   

  
	
  “Payment Blockage Period”

  	
   

  	
  1203

  	
   

  
	
  “Physical Securities”

  	
   

  	
  305

  	
   

  
	
  “Senior Representative”

  	
   

  	
  1203

  	
   

  
	
  “Surviving Entity”

  	
   

  	
  801

  	
   

  
	
  “U.S. Government Obligations”

  	
   

  	
  404

  	
   

  



 


        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.


 


11














 


        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.


 


        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.


 


12

















 


        (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 or a Senior Representative or holder of Senior Indebtedness
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class postage prepaid, or delivered by recognized overnight courier, to
or with the Trustee at the Corporate Trust Office, Attention: Corporate Trust
Division, or at any other address previously furnished in writing to the
Holders, the Company, any Guarantor, any other obligor of the Securities or a
Senior Representative or holder of Senior Indebtedness by the Trustee; or


 


        (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


 


13

















 


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.


 


        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.


 


14

















 


        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, the Holders and the holders of Senior Indebtedness
or Guarantor Senior Indebtedness) 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 CONFLICTS 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.


 


        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


 


15

















 


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.


 


        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.


 


16

















 


        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:


 


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 Fourteen of the
Indenture. These Guarantees will not become effective until the Trustee duly
executes the certificate of authentication on this Security. The Indebtedness
evidenced by these Guarantees is, to the extent and in the manner provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Guarantor Senior Indebtedness (as defined in the Indenture),
whether Outstanding on the date of the Indenture or thereafter, and these
Guarantees are issued subject to such provisions.


 


	
   

  	
   

  	
  [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


 


17

















 


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


 


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


 


        (ii) any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (which limit shall not
pertain to Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 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);


 


        (iii) the
date or dates on which the principal of and premium, if any, on the Securities
of the series will mature or the method or methods of determining such date or
dates;


 


        (iv) the
rate or rates (which may be fixed or variable) at which the Securities of the
series shall bear interest, if any, or the method or methods of calculating
such rate or rates;


 


        (v) the
date or dates from which such interest, if any, shall accrue or the method or
methods by which such date or dates shall be determined;


 


        (vi) the
date or dates on which interest, if any, shall be payable and the record date
or dates therefor, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;


 


        (vii) the
place or places where the principal of, premium, if any, and interest, if any,
on Securities of the series shall be payable, or at which Securities of the
series may be surrendered for registration of transfer and exchange;


 


        (viii) the
period or periods within which, the price or prices at which, the currency or
currencies if other than in United States dollars (including currency unit or
units) in which, and the other terms and conditions upon which, Securities of the
series may be redeemed, in whole or in part, at the option of the Company;


 


        (ix) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a Holder thereof and the
period or periods within which, the price or prices at which, the currency or
currencies (if other than United States dollars) (including currency unit or
units) in which, and the other terms and conditions upon which, Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;


 


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


 


        (xi)
the currency or currency unit in which such Securities may be denominated
and/or the currency or currencies (including currency unit or units) in which
principal of, premium, if any, and interest, if any, on such Securities will be
payable and whether the Company or the holders of any such Securities may elect
to receive payments in respect of such Securities in a currency or currency
unit other than that in which such Securities are stated to be payable;


 


        (xii)
if the amount of payments of principal of, premium, if any, and interest, if
any, on the Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on a currency or currencies (including currency unit or units)
other than that in which the Securities of the series are denominated or
designated to be payable), the manner in which such amounts will be determined;


 


18

















 


        (xiii)
if other than the entire principal amount thereof, the portion of the principal
amount of such Securities of the series which shall be payable upon declaration
of acceleration thereof pursuant to Section 502 or the method by which
such portion shall be determined;


 


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


 


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


 


        (xvi)
the circumstances, if any, under which the Company will pay additional amounts
on the Securities of that series held by a Person who is not a U.S. Person
(including any modification of the definition of such term) in respect of
taxes, assessments or similar charges;


 


        (xvii)
whether Securities of the series shall be issuable in registered or bearer form
(with or without interest coupons), or both, and any restrictions applicable to
the offering, sale, transfer or delivery of Bearer Securities and, if other
than as provided in Section 306, the terms upon which Bearer Securities of
a series may be exchanged for Securities of the same series and vice versa;


 


        (xviii)
the date as of which any Bearer Securities of the series and any temporary
Global Security representing Outstanding Securities of the series shall be
dated, if other than the date of original issuance of the first Security of the
series to be issued;


 


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


 


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


 


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


 


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


 


        (xxiii)
if the Securities of the series may be issued or delivered, or any installment
of principal or interest is payable, only upon receipt of certain certificates
or other documents or satisfaction of other conditions in addition to those
specified in this Indenture, the form and terms of such certificates, documents
or conditions;


 


        (xxiv)
if other than as provided in Section 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;


 


        (xxv)
any definitions for Securities of that series which are not to be as set forth
in this Indenture, including, without limitation, the definition of “Unrestricted
Subsidiary” to be used for that series;


 


        (xxvi)
the relative degree to which Debt Securities of the series offered shall be senior
to or be subordinated to other series of Securities, and to other indebtedness
of the Company, in right of payment, whether such other series of Securities
and other indebtedness are outstanding or not;


 


19

















 


        (xxvii)
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);


 


        (xxviii)
the terms, if any, upon which the Company may be able to redeem such Debt
Securities prior to their maturity including the dates on which such
redemptions may be made and the price at which such redemptions may be made;


 


        (xxix)
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;


 


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


 


        (xxxi)
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.


 


        (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.


 


20

















 


        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 $1000, 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.


 


        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.


 


        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


 


21

















 


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.


 


        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


 


22

















 


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.


 


        (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.


 


23














 


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


 


        Unless
otherwise provided pursuant to Section 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.


 


        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.


 


24

















 


        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:


 


        (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,


 


25

















 


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.


 


        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


 


26

















 


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
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled 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 cancelled
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 cancelled 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.


 


        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 are due, (b) the
Company’s obligations with respect to such Defeased Securities under Sections
304, 305, 306, 1002 and


 


27

















 


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 Twelve
and, if applicable, Article Fourteen, 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 Twelve and, if applicable, Article Fourteen,
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:


 


        (i) 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
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; and provided, further, that the
United States dollars or U.S. Government Obligations deposited shall


 


28

















 


not be subject to the rights
of the holders of Senior Indebtedness or Guarantor Senior Indebtedness pursuant
to the provisions of Articles Twelve and Fourteen. 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.


 


        (ii) 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.


 


        (iii) 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.


 


        (iv) 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.


 


        (v) 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.


 


        (vi) 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.


 


        (vii) 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.


 


        (viii) 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


 


29

















 


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.


 


        (ix) 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.


 


        (x) 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.


 


        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 Articles Twelve and Fourteen
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


 


30

















 


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.


 


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 occasioned by the provisions of Article Twelve
or 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)  (i) there
shall be a default in the performance, or breach, of any covenant or agreement
of the Company or any Guarantor under this Indenture (other than a default in
the performance or breach of a covenant or agreement which is specifically
dealt with in clause (a) or (b) or in clause (ii) of
this clause (c)) and such default or breach shall continue for a period of
30 days after written notice has been given, by certified mail, (1) to
the Company by the Trustee or (2) to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series; 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;


 


        (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


 


31

















 


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.


 


        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); provided that, unless otherwise provided pursuant
to Section 301, so long as the Bank Credit Agreement is in effect, such
declaration shall not become effective until the earlier of (a) five
Business Days after receipt of such notice of acceleration from the Holders or
the Trustee by the agent under the Bank Credit Agreement or (b) acceleration
of the Indebtedness under the Bank Credit Agreement. Thereupon the Trustee may,
at its discretion, proceed to protect and enforce the


 


32

















 


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. The
Trustee or, if notice of acceleration is given by the Holders, the Holders
shall give notice to the agent under the Bank Credit Agreement of any such
acceleration.


 


        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


 


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


 


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


 


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


 


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


 


        (b)  all
Events of Default, other than the non-payment of principal of the Securities of
any series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 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 Articles Twelve and, if applicable, Article Fourteen,
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


 


33

















 


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.


 


        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 Twelve and, if applicable, Article Fourteen, 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,


 


34

















 


disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities of that series in respect of which such
judgment has been recovered.


 


        Section 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 Twelve and, if applicable, Article Fourteen, 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 Twelve and, if applicable, Article Fourteen, 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


 


        (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.


 


35














 


        Section 508.  Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


        Notwithstanding
any other provision in this Indenture, but subject to Article Twelve and,
if applicable, Article Fourteen, 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 Twelve and, if
applicable, Article Fourteen.


 


        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.


 


        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


 


36

















 


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 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.


 


37

















 


        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;


 


        (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.


 


38

















 


        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 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


 


39

















 


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, 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.


 


40

















 


        (d)  If
at any time:


 


        (i) the
Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


        (ii) the
Trustee shall cease to be eligible under Section 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


 


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


 


then,
in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 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.


 


        (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


 


41

















 


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.


 


        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.


 


        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.


 


42














 


        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.


 


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


 


43

















 


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).


 


        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


 


44

















 


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:


 


        (i) 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;


 


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


 


        (iii) immediately
after giving effect to such transaction on a pro forma basis, the Consolidated
Net Worth of the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) is equal to or greater than the
Consolidated Net Worth of the Company immediately prior to such transaction;


 


        (iv) immediately
before and immediately after giving effect to such transaction on a pro forma
basis (on the assumption that the transaction occurred on the first day of the
four-quarter period immediately prior to the consummation of such transaction
with the appropriate adjustments with respect to the transaction being included
in such pro forma calculation), the Company (or the Surviving Entity if the
Company is not the continuing obligor under this Indenture) could incur $1.00
of additional Indebtedness under any applicable provisions of the Indenture
limiting incurrence of indebtedness and established pursuant to Section 301;


 


        (v) each
Guarantor, if any, unless it is the other party to the transactions described
above, shall have by supplemental indenture confirmed that its Guarantee shall
apply to such Person’s obligations under this Indenture and the Securities;


 


        (vi) if
any of the property or assets of the Company or any of its Subsidiaries would
thereupon become subject to any Lien, the provisions of the Indenture limiting
Liens (established pursuant to Section 301) are complied with; and


 


        (vii) the
Company or the Surviving Entity shall have delivered, or caused to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect
that such consolidation, merger, transfer, sale, assignment, conveyance, lease
or other transaction and the supplemental indenture in respect thereto comply
with this Indenture and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


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


 


        (i) 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


 


45

















 


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;


 


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


 


        (iii) such
Guarantor shall have delivered to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment,
conveyance, transfer, lease or disposition and such supplemental indenture
comply with this Indenture, and thereafter all obligations of the predecessor
shall terminate.


 


        Section 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.


 


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)


 


46

















 


or
an additional Event of Default to all or any series of Securities, or surrender
any right or power conferred upon the Company;


 


        (d)  to
secure the Securities of any series thereof;


 


        (e)  to
add to or change any provisions to such extent as necessary to facilitate the
issuance or administration of Securities in bearer form or to facilitate the
issuance or administration of Securities in global form;


 


        (f)    to
change or eliminate any provision affecting only series of Securities not yet
issued;


 


        (g)  to
establish the form or terms of Securities and Guarantee, if any, of any series;


 


        (h)  to
evidence and provide for successor Trustees or to add or change any provisions
of such Indenture to such extent as necessary to permit or facilitate the
appointment of a separate Trustee or Trustees for specific series of
Securities;


 


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


 


        (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 Fourteen.


 


        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;


 


47

















 


        (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)  amend
or modify any of the provisions of this Indenture relating to the subordination
of the Securities or any Guarantee in any manner adverse to the Holders of the
Securities or any Guarantee.


 


        Upon
the written request of the Company and each Guarantor, accompanied by a copy of
a Board Resolution authorizing the execution of any such supplemental indenture
or Guarantee, and upon the filing with the Trustee of evidence of the consent
of Holders as aforesaid, the Trustee shall, subject to Section 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.


 


        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.


 


        Section 907.
Effect on Senior Indebtedness.


 


        No
supplemental indenture shall adversely affect the rights under Article Twelve
and, if applicable, Article Fourteen, or any definitions or provisions
related thereto, or the Guarantees of any holder of Senior Indebtedness or
Guarantor Senior Indebtedness unless the requisite holders of each issue of
Senior Indebtedness or Guarantor Senior Indebtedness affected thereby shall
have consented to such supplemental indenture.


 


48

















 


ARTICLE TEN


 


COVENANTS


 


        Section 1001.
Payment of Principal, Premium and Interest.


 


        Subject
to the provisions of Article Twelve and, if applicable, Article Fourteen,
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.


 


        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;


 


49

















 


        (b)  give
the Trustee notice of any Default by the Company or any Guarantor (or any other
obligor upon the Securities of any series) in the making of any payment of
principal, premium, if any, or interest;


 


        (c)  at
any time during the continuance of any such Default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent; and


 


        (d)  acknowledge,
accept and agree to comply in all aspects with the provisions of this Indenture
relating to the duties, rights and disabilities of such Paying Agent.


 


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


 


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor, including each
Guarantor, upon the Securities of any series or the property of the Company or
of such other obligor or their creditors, the Trustee shall serve as the Paying
Agent.


 


        Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or interest
on any Security of any series and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect 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.


 


        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


 


50

















 


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.


 


        (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.


 


51

















 


        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.


 


        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.


 


52














 


        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;


 


        (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


 


53

















 


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.


 


        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


 


SUBORDINATION
OF SECURITIES


 


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


 


        Section 1201.
Securities Subordinate to Senior Indebtedness.


 


        Unless
otherwise provided pursuant to Section 301, the Company covenants and
agrees, and each Holder of a Security, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the Indebtedness represented by the Securities and the
payment of the principal of, premium, if any, and interest on each and all of
the Securities and all other Indenture Obligations are hereby expressly made
subordinate and subject in right of payment as provided in the Indenture to the
prior payment in full, in cash or Cash Equivalents or in any other form as
acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness,
whether outstanding on the date of the Indenture or thereafter incurred.


 


        This
Article Twelve shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold Senior
Indebtedness; and such provisions are made for the benefit of the holders of
Senior Indebtedness; and such holders are made obligees hereunder and they or
each of them may enforce such provisions.


 


        Section 1202.
Payment Over of Proceeds Upon Dissolution, etc.


 


        In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to the Company or to its creditors, as such,
or to its assets, or (b) any liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or not involving
insolvency or


 


54

















 


bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshaling
of assets or liabilities of the Company, then and in any such event:


 


        (1)  the
holders of Senior Indebtedness shall be entitled to receive payment in full in
cash or Cash Equivalents or in any other form as acceptable to the holders of
Senior Indebtedness of all amounts due on or in respect of all Senior
Indebtedness, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character (excluding Permitted Junior
Securities) on account of the principal of, premium, if any, or interest on the
Securities of any series or any other Indenture Obligations; and


 


        (2)  any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (excluding Permitted Junior
Securities), by set-off or otherwise, to which the Holders or the Trustee would
be entitled but for the provisions of this Article shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by
each, to the extent necessary to make payment in full in cash or Cash
Equivalents or in any other form as acceptable to the Holders of Senior
Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and


 


        (3)  in
the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security of any series shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, in respect of principal, premium, if
any, and interest on the Securities of any series or any other Indenture
Obligations before all Senior Indebtedness is paid in full, then and in such
event such payment or distribution (excluding Permitted Junior Securities)
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other person
making payment or distribution of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full in cash or Cash Equivalents or in any other
form as acceptable to the Holders of Senior Indebtedness, after giving effect
to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.


 


        The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
sale, assignment, conveyance, transfer, lease or other disposal of all or
substantially all of the Company’s properties or assets to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of the Company for
the purposes of this Section if the Person formed by such consolidation or
the surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of all or
substantially all of the Company’s properties or assets, as the case may be,
shall, as a part of such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposal, comply with the conditions set forth in Article Eight.


 


        Section 1203.
Suspension of Payment When Senior Indebtedness in Default.


 


        (a)  Unless
Section 1202 shall be applicable, upon the occurrence of a Payment
Default, no payment (other than any payments previously made pursuant to the
provisions described in Article Four) or distribution of any assets of the
Company of any kind or character (excluding Permitted Junior Securities) shall
be made by the Company on account of principal of, premium, if any, or


 


55

















 


interest
on, the Securities of any series or any other Indenture Obligations or on
account of the purchase, redemption, defeasance (whether under Section 402
or 403) or other acquisition of or in respect of the Securities unless and
until such Payment Default shall have been cured or waived or shall have ceased
to exist or the Designated Senior Indebtedness with respect to which such
Payment Default shall have occurred shall have been discharged or paid in full
in cash or Cash Equivalents or in any other form as acceptable to the Holders
of Senior Indebtedness, after which the Company shall resume making any and all
required payments in respect of the Securities, including any missed payments.


 


        (b)  Unless
Section 1202 shall be applicable, upon (1) the occurrence of a
Non-payment Default and (2) after receipt by the Trustee and the Company
from a representative of the holders of any Designated Senior Indebtedness (a “Senior
Representative”) of written notice of such occurrence, no payment (other than
any payments previously made pursuant to the provisions described in Article Four)
or distribution of any assets of the Company of any kind or character
(excluding Permitted Junior Securities) shall be made by the Company on account
of any principal of, premium, if any, or interest on, the Securities or any
other Indenture Obligations or on account of the purchase, redemption,
defeasance or other acquisition of or in respect of Securities for a period (“Payment
Blockage Period”) commencing on the date of receipt by the Trustee of such notice
unless and until the earliest of (subject to any blockage of payments that may
then or thereafter be in effect under subsection (a) of this Section 1203)
(x) 179 days having elapsed since receipt of such written notice by
the Trustee (provided any Designated Senior Indebtedness as to which notice was
given shall theretofore have not been accelerated), (y) the date such
Non-payment Default and all other Non-payment Defaults as to which notice is
also given after such period is initiated shall have been cured or waived or
shall have ceased to exist or the Designated Senior Indebtedness related
thereto shall have been discharged or paid in full in cash or Cash Equivalents
or in any other form as acceptable to the Holders of Designated Senior
Indebtedness, or (z) the date on which such Payment Blockage Period (and
all Non-payment Defaults as to which notice is given after such Payment
Blockage Period is initiated) shall have been terminated by written notice to
the Company or the Trustee from the representative of holders of Designated
Senior Indebtedness, or the holders of at least a majority of the Designated
Senior Indebtedness, that initiated such Payment Blockage Period, after which,
in each such case, the Company shall promptly resume making any and all
required payments in respect of the Securities, including any missed payments.
Notwithstanding any other provision of this Indenture, in no event shall a
Payment Blockage Period extend beyond 179 days from the date of the
receipt by the Company or the Trustee of the notice referred to in clause (2) of
this paragraph (b) (the “Initial Blockage Period”). Any number of
notices of Non-payment Defaults may be given during the Initial Blockage
Period; provided that during any 365-day consecutive period only one Payment
Blockage Period during which payment of principal of, or interest on, the
Securities may not be made may commence and the duration of the Payment
Blockage Period may not exceed 179 days. No Non-payment Default with
respect to Designated Senior Indebtedness which existed or was continuing on
the date of the commencement of any Payment Blockage Period will be, or can be,
made the basis for the commencement of a second Payment Blockage Period,
whether or not within a period of 365 consecutive days, unless such default
shall have been cured or waived for a period of not less than 90 consecutive
days.


 


        (c)  In
the event that, notwithstanding the foregoing, the Company shall make any
payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, then and in such event such payment shall
be paid over and delivered forthwith to a Senior Representative of the holders
of the Designated Senior Indebtedness or as a court of competent jurisdiction
shall direct.


 


        Section 1204.
Payment Permitted if No Default.


 


        Nothing
contained in this Article, elsewhere in this Indenture or in any of the
Securities shall prevent the Company, at any time except during the pendency of
any case, proceeding, dissolution,


 


56

















 


liquidation
or other winding up, assignment for the benefit of creditors or other
marshaling of assets and liabilities of the Company referred to in Section 1202
or under the conditions described in Section 1203, from making payments at
any time of principal of, premium, if any, or interest on the Securities.


 


        Section 1205.
Subrogation to Rights of Holders of Senior Indebtedness.


 


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


 


        Section 1206.
Provisions Solely to Define Relative Rights.


 


        The
provisions of this Article are intended solely for the purpose of defining
the relative rights of the Holders of the Securities on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders of the Securities the
principal of, premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness (1) in
any case, proceeding, dissolution, liquidation or other winding up, assignment
for the benefit of creditors or other marshaling of assets and liabilities of
the Company referred to in Section 1202, to receive, pursuant to and in
accordance with such Section, cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder, or (2) under the conditions
specified in Section 1203, to prevent any payment prohibited by such Section or
enforce their rights pursuant to Section 1203(c).


 


        Section 1207.
Trustee to Effectuate Subordination.


 


        Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the Indebtedness
of the Company owing to such Holder in the form required in such proceedings
and the causing of such claim to be approved.


 


        Section 1208.
No Waiver of Subordination Provisions.


 


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


 


57

















 


        (b)  Without
limiting the generality of Subsection (a) of this Section and
notwithstanding any other provision contained herein, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (2) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (3) release any Person liable in any manner
for the collection or payment of Senior Indebtedness; and (4) exercise or
refrain from exercising any rights against the Company and any other Person;
provided, however, that in no event shall any such actions limit the right of
the Holders of the Securities to take any action to accelerate the maturity of
the Securities in accordance with the provisions set forth in Article Five
or to pursue any rights or remedies under this Indenture or under applicable
laws if the taking of such action does not otherwise violate the terms of this
Article.


 


        Section 1209.
Notice to Trustee.


 


        (a)  The
Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities or other Indenture Obligations. Notwithstanding
the provisions of this Article or any provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from a Senior
Representative or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Security or other Indenture Obligations),
then, anything herein contained to the contrary notwithstanding but without
limiting the rights and remedies of the holders of Senior Indebtedness or any
trustee, fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it after such date; nor shall the Trustee be charged
with knowledge of the curing of any such default or the elimination of the act
or condition preventing any such payment unless and until the Trustee shall
have received an Officers’ Certificate to such effect.


 


        (b)  The
Trustee shall be entitled to rely on the delivery to it of a written notice to
the Trustee and the Company by a Person representing himself to be a Senior
Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or
agent therefor) to establish that such notice has been given by a Senior
Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or
agent therefor); provided, however, that failure to give such notice to the Company
shall not affect in any way the ability of the Trustee to rely on such notice.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


58

















 


        Section 1210.  Reliance
on Judicial Order or Certificate of Liquidating Agent.


 


        Upon
any payment or distribution of assets of the Company referred to in this
Article, the Trustee and the Holders of the Securities shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article, provided that the foregoing shall apply only if such court has
been fully apprised of the provisions of this Article.


 


        Section 1211.  Rights
of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee’s
Rights.


 


        The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 606.


 


        Section 1212.
Article Applicable to Paying Agents.


 


        In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting under this Indenture, the term “Trustee”
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1211 shall not apply to the Company or any Affiliate
of the Company if it or such Affiliate acts as Paying Agent.


 


        Section 1213.
No Suspension of Remedies.


 


        Nothing
contained in this Article shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the
Securities pursuant to Article Five and as set forth in this Indenture or
to pursue any rights or remedies hereunder or under applicable law, subject to
the rights, if any, under this Article of the holders, from time to time,
of Senior Indebtedness to receive the cash, property or securities receivable
upon the exercise of such rights or remedies.


 


        Section 1214.
Trustee’s Relation to Senior Indebtedness.


 


        With
respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Senior Indebtedness shall be read into this Article against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall mistakenly in the absence of gross
negligence or willful misconduct pay over or deliver to Holders, the Company or
any other Person moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.


 


59

















 


ARTICLE
THIRTEEN


 


SATISFACTION
AND DISCHARGE


 


        Section 1301.
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


 


        (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 1302
and the last paragraph of Section 1003 shall survive.


 


        Section 1302.
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 1301 shall be held
in trust and applied by it, in accordance with


 


60

















 


the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal of, premium, if any, and interest on the Securities for whose
payment such United States dollars have been deposited with the Trustee.


 


ARTICLE
FOURTEEN


 


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 Fourteen, 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 Fourteen
and all references to Guarantees and Guarantors in this Indenture shall have no
force and effect.


 


        Section 1401.
Guarantors’ Guarantee.


 


        For
value received, each of the Guarantors, in accordance with this Article Fourteen,
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 1402.
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.


 


        (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.


 


61

















 


        (e)  Except
as provided herein, the provisions of this Article Fourteen 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 1403.
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;


 


        (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;


 


62














 


        (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 1414, 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;


 


        (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 1414, 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 1404.
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 1405.
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.


 


63

















 


        (b)  Without
prejudice to any of the rights or recourses which the Trustee or the Holders
may have against the Company, each Guarantor hereby expressly waives (to the
extent permitted by law) any right to require the Trustee or the Holders to:


 


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


 


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


 


        (iii) initiate
or exhaust any other remedy which the Trustee or the Holders may have in law or
equity;


 


before
requiring or becoming entitled to demand payment from such Guarantor under this
Guarantee.


 


        (c)  With
respect to this Section 1405, 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 1406.    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 Fourteen
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 1407.
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 as of the date hereof, 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.


 


        (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 Fourteen.


 


64

















 


        Section 1408.
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 1409.
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 1410.
No Bar to Further Actions.


 


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


 


        Section 1411.  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 Fourteen
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 Fourteen 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 1412.
Trustee’s Duties; Notice to Trustee.


 


        (a)  Any
provision in this Article Fourteen 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.


 


65

















 


        Section 1413.
Successors and Assigns.


 


        All
terms, agreements and conditions of this Article Fourteen 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 1414.
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 Fourteen.
Upon the delivery by the Company to the Trustee of an Officer’s Certificate
and, if requested by the Trustee, an Opinion of Counsel to the effect that the
transaction giving rise to the release of this Guarantee was made by the
Company in accordance with the provisions of this Indenture and the Securities,
the Trustee shall execute any documents reasonably required in order to
evidence the release of the Guarantors from their obligations under this
Guarantee. If any of the Indenture Obligations are revived and reinstated after
the termination of this Guarantee, then all of the obligations of the
Guarantors under this Guarantee shall be revived and reinstated as if this
Guarantee had not been terminated until such time as the Indenture Obligations
are paid in full, and each Guarantor shall enter into an amendment to this
Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and
reinstatement.


 


        This
Guarantee shall terminate with respect to each Guarantor and shall be
automatically and unconditionally released and discharged under any
circumstances set forth pursuant to Section 301.


 


        Section 1415.
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 (1) on behalf of each corporate 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, (2) on
behalf of each Guarantor that is a partnership, by one or more of its general
partners and (3) by each Guarantor that is a limited liability company, by
one or more of its managers or by its sole member. The signature of any of
these officers on the Securities may be manual or facsimile.


 


        Section 1416.
Guarantee Subordinate to Guarantor Senior Indebtedness.


 


        Each
Guarantor covenants and agrees, and each Holder of a Guarantee, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented
by the Guarantees is hereby made subordinate and subject in right of payment as
provided in this Article to the prior payment in full in cash or Cash
Equivalents or in any other form as acceptable to the holders of Guarantor
Senior Indebtedness of all Guarantor Senior Indebtedness; provided, however,
that the Indebtedness represented by this Guarantee in all respects shall rank
equally with, or prior to, all existing and future Indebtedness of such
Guarantor that is expressly subordinated to such Guarantor’s Guarantor Senior
Indebtedness.


 


        This
Article Fourteen shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold
Guarantor Senior Indebtedness; and such provisions are made for the benefit of
the holders of Guarantor Senior Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.


 


        With
respect to the relative rights of Holders and holders of Senior Indebtedness and
Guarantor Senior Indebtedness and for the purpose of Section 1407(a), each
Holder of a Security by his acceptance thereof acknowledges that all Senior
Indebtedness and any guarantee by a Guarantor of such Senior Indebtedness shall
be deemed to have been incurred prior to the incurrence by such Guarantor of
its liability under its Guarantee.


 


66

















 


        Section 1417.
Payment Over of Proceeds Upon Dissolution of the Guarantor, etc.


 


        In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to any Guarantor or to its creditors, as
such, or to its assets, or (b) any liquidation, dissolution or other
winding up of any Guarantor, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshaling of assets or liabilities of any
Guarantor, then and in any such event:


 


        (1)  the
holders of Guarantor Senior Indebtedness shall be entitled to receive payment
in full in cash or Cash Equivalents or in any other form as acceptable to the
holders of Guarantor Senior Indebtedness of all amounts due on or in respect of
all Guarantor Senior Indebtedness, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character
(excluding Permitted Guarantor Junior Securities) on account of the Guarantee
of such Guarantor; and


 


        (2)  any
payment or distribution of assets of any Guarantor of any kind or character,
whether in cash, property or securities (excluding Permitted Guarantor Junior
Securities), by set-off or otherwise, to which the Holders or the Trustee would
be entitled but for the provisions of this Article shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Guarantor
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the Guarantor Senior Indebtedness held
or represented by each, to the extent necessary to make payment in full in cash
or Cash Equivalents or in any other form as acceptable to the holders of
Guarantor Senior Indebtedness of all Guarantor Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Guarantor Senior Indebtedness; and


 


        (3)  in
the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of any Guarantor of any kind or character, whether in
cash, property or securities, in respect of the Guarantee of such Guarantor
before all Guarantor Senior Indebtedness is paid in full, then and in such
event such payment or distribution (excluding Permitted Guarantor Junior
Securities) shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
person making payment or distribution of assets of such Guarantor for
application to the payment of all Guarantor Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Guarantor Senior Indebtedness in
full in cash or Cash Equivalents or in any other form as acceptable to the
holders of Guarantor Senior Indebtedness after giving effect to any concurrent
payment or distribution to or for the holders of Guarantor Senior Indebtedness.


 


        The
consolidation of any Guarantor with, or the merger of any Guarantor with or
into, another Person or the liquidation or dissolution of any Guarantor
following the sale, assignment, conveyance, transfer, lease or other disposal
of all or substantially all of such Guarantor’s properties or assets to another
Person upon the terms and conditions set forth in Article Eight shall not
be deemed a dissolution, winding up, liquidation, reorganization, assignment
for the benefit of creditors or marshaling of assets and liabilities of such
Guarantor for the purposes of this Section if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by sale, assignment, conveyance, transfer, lease or other disposal of
all or substantially all of such Guarantor’s properties and assets, as the case
may be, shall, as a part of such consolidation, merger, sale, assignment,
conveyance, transfer, lease or other disposal comply with the conditions set
forth in Article Eight.


 


67

















 


        Section 1418.
Default on Guarantor Senior Indebtedness.


 


        (a)  Upon
the maturity of any Guarantor Senior Indebtedness by lapse of time,
acceleration or otherwise, all principal thereof and interest thereon and other
amounts due in connection therewith shall first be paid in full or such payment
duly provided for before any payment is made by any of the Guarantors or any
Person acting on behalf of any of the Guarantors in respect of the Guarantee of
such Guarantor.


 


        (b)  No
payment (excluding payments in the form of Permitted Guarantor Junior
Securities) shall be made by any Guarantor in respect of its Guarantee during
the period in which Section 1417 shall be applicable, during any
suspension of payments in effect under Section 1203(a) of this
Indenture or during any Payment Blockage Period in effect under Section 1203(b) of
this Indenture.


 


        (c)  In
the event that, notwithstanding the foregoing, any Guarantor shall make any
payment to the Trustee or the Holder of its Guarantee prohibited by the
foregoing provisions of this Section, then and in such event such payment shall
be paid over and delivered forthwith to the representatives of Guarantor Senior
Indebtedness or as a court of competent jurisdiction shall direct.


 


        Section 1419.
Payment Permitted by Each of the Guarantors if No Default.


 


        Nothing
contained in this Article, elsewhere in this Indenture or in any of the
Securities shall prevent any Guarantor, at any time except during the pendency
of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of such Guarantor referred to in Section 1417 or under the
conditions described in Section 1418, from making payments at any time of
principal of, premium, if any, or interest on the Securities.


 


        Section 1420.
Subrogation to Rights of Holders of Guarantor Senior Indebtedness.


 


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


 


        Section 1421.
Provisions Solely to Define Relative Rights.


 


        The
provisions of Sections 1416 through 1429 of this Indenture are intended solely
for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Guarantor Senior Indebtedness on
the other hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as
among any Guarantor, its creditors other than holders of Guarantor Senior
Indebtedness and the Holders of the Securities, the obligation of such
Guarantor, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against each of the Guarantors of the
Holders of the Securities and creditors of each of the Guarantors other than
the holders of Guarantor Senior Indebtedness; or (c) prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture,


 


68

















 


subject
to the rights, if any, under this Article of the holders of Guarantor
Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation
or other winding up, assignment for the benefit of creditors or other
marshaling of assets and liabilities of the Guarantors referred to in Section 1417,
to receive, pursuant to and in accordance with such Section, cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under
the conditions specified in Section 1418, to prevent any payment
prohibited by such Section or enforce their rights pursuant to Section 1418(c).


 


        Section 1422.
Trustee to Effectuate Subordination.


 


        Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of any
Guarantor whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of any Guarantor owing to such Holder in the form required in such
proceedings and the causing of such claim to be approved.


 


        Section 1423.
No Waiver of Subordination Provisions.


 


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


 


        (b)  Without
limiting the generality of Subsection (a) of this Section and
notwithstanding any other provision contained herein, the holders of Guarantor
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Guarantor Senior
Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Guarantor Senior Indebtedness or any instrument evidencing the same or any
agreement under which Guarantor Senior Indebtedness is outstanding; (2) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Guarantor Senior Indebtedness; (3) release any Person
liable in any manner for the collection or payment of Guarantor Senior Indebtedness;
and (4) exercise or refrain from exercising any rights against any of the
Guarantors and any other Person; provided, however, that in no event shall any
such actions limit the right of the Holders of the Securities to take any
action to accelerate the maturity of the Securities in accordance with the
provisions set forth in Article 5 or to pursue any rights or remedies
under this Indenture or under applicable laws if the taking of such action does
not otherwise violate the terms of this Article.


 


        Section 1424.
Notice to Trustee by Each of the Guarantors.


 


        (a)  Each
Guarantor shall give prompt written notice to the Trustee of any fact known to
such Guarantor which would prohibit the making of any payment to or by the
Trustee in respect of the Guarantee. Notwithstanding the provisions of this Article or
any provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from any Guarantor or a
holder of Guarantor Senior Indebtedness or any trustee, fiduciary or agent
therefor; and, prior to the receipt of any such written notice, the Trustee
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section prior to the


 


69

















 


date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any Security or any other Indenture Obligations), then,
anything herein contained to the contrary notwithstanding but without limiting
the rights and remedies of the holders of Guarantor Senior Indebtedness or any
trustee, fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it after such date; nor shall the Trustee be charged
with knowledge of the curing of any such default or the elimination of the act
or condition preventing any such payment unless and until the Trustee shall
have received an Officers’ Certificate to such effect.


 


        (b)  The
Trustee shall be entitled to rely on the delivery to it of a written notice to
the Trustee and each Guarantor by a Person representing himself to be a
representative of one or more holders of Designated Guarantor Senior
Indebtedness (a “Guarantor Senior Representative”) or a holder of Guarantor
Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish
that such notice has been given by a Guarantor Senior Representative or a
holder of Guarantor Senior Indebtedness (or a trustee, fiduciary or agent
therefor); provided, however, that failure to give such notice to the Company shall
not affect in any way the ability of the Trustee to rely on such notice. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Guarantor
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Guarantor Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


 


        Section 1425.
Reliance on Judicial Order or Certificate of Liquidating Agent.


 


        Upon
any payment or distribution of assets of any Guarantor referred to in this
Article, the Trustee and the Holders of the Securities shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Guarantor Senior Indebtedness
and other indebtedness of such Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article, provided that the foregoing shall apply
only if such court has been fully apprised of the provisions of this Article.


 


        Section 1426.  Rights
of Trustee as a Holder of Guarantor Senior Indebtedness; Preservation of
Trustee’s Rights.


 


        The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article with respect to any Guarantor Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Guarantor Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 606.


 


        Section 1427.
Article Applicable to Paying Agents.


 


        In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting under this Indenture, the term “Trustee”
as used in this Article shall in


 


70

















 


such
case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that Section 1426 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.


 


        Section 1428.
No Suspension of Remedies.


 


        Nothing
contained in this Article shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the
Securities pursuant to the provisions described under Article Five and as
set forth in this Indenture or to pursue any rights or remedies hereunder or
under applicable law, subject to the rights, if any, under this Article of
the holders, from time to time, of Guarantor Senior Indebtedness to receive the
cash, property or securities receivable upon the exercise of such rights or
remedies.


 


        Section 1429.
Trustee’s Relation to Guarantor Senior Indebtedness.


 


        With
respect to the holders of Guarantor Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Guarantor Senior Indebtedness shall be read into
this Article against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Guarantor Senior Indebtedness and the
Trustee shall not be liable to any holder of Guarantor Senior Indebtedness if
it shall mistakenly in the absence of gross negligence or willful misconduct
pay over or deliver to Holders, the Company or any other Person moneys or
assets to which any holder of Guarantor Senior Indebtedness shall be entitled
by virtue of this Article or otherwise.


 


        If
an officer whose signature is on this Indenture no longer holds that office at
the time the Trustee authenticates a Security on which a Guarantee is endorsed,
such Guarantee shall be valid nevertheless.


 


71

















 


        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

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  	
   

  	
  Name:
  

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                              ],
  

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


72

















 


	
  STATE
  OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF

  	
  )

  	
   

  



 


        On
the    day
of            ,
2002, before me personally
came                        ,
to me known, who, being by me duly sworn, did depose and say that he resides
at                        ;
that he is                    of
Sinclair Broadcast Group, Inc., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto pursuant
to authority of the Boards of Directors of such corporation.


 


	
   

  	
  (NOTARIAL
  SEAL)

  
	
   

  	
   

  
	
   

  	
   

  



 


73

















 


	
  STATE
  OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF

  	
  )

  	
   

  



 


        On
the    day
of            ,
2002, before me personally
came                        ,
to me known, who, being by me duly sworn, did depose and say that he resides
at                        ;
that he is an authorized officer
of                        ,
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of such corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed pursuant to
authority of the Board of Directors of such corporation; and that he signed his
name thereto pursuant to like authority.


 


	
   

  	
  (NOTARIAL
  SEAL)

  
	
   

  	
   

  
	
   

  	
   

  



 


74