Exhibit 4.2




 





 


 


SEALED AIR CORPORATION


 


As Issuer


 


to


 


 


U.S. BANK, NATIONAL ASSOCIATION


 


As Trustee


 


	
   

  	
   

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated as of         ,
  2009

  	
   

  
	
   

  	
   

  	
   

  



 


 


DEBT SECURITIES




 


 





 

















 


Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture


 


	
  Trust

  Indenture

  	
   

  	
   

  
	
  Act

  Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  §310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  610

  
	
  §312(a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  §313(a)

  	
   

  	
  703

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  §314(a)(1), (2), (3)

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
  1004(1)

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  1204(1) and 1205 second to last paragraph

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  102

  
	
  §315(a)

  	
   

  	
  603

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  603

  
	
  (d)

  	
   

  	
  603

  
	
  (e)

  	
   

  	
  514

  
	
  §316(a) (last
  sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  513

  
	
  §317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  §318(a)

  	
   

  	
  114

  



 


	
  Note:

  	
   

  	
  This reconciliation and
  tie shall not, for any purpose, be deemed to be part of the Indenture.

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE ONE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Definitions and Other Provisions 

  of General Application

   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 102.

  	
   

  	
  Compliance Certificates
  and Opinions

  	
   

  	
  14

  
	
  SECTION 103.

  	
   

  	
  Form of Documents
  Delivered to Trustee

  	
   

  	
  15

  
	
  SECTION 104.

  	
   

  	
  Acts of Holders; Record
  Dates

  	
   

  	
  15

  
	
  SECTION 105.

  	
   

  	
  Notices, Etc., to Trustee,
  Company and Subsidiary Guarantors

  	
   

  	
  18

  
	
  SECTION 106.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  19

  
	
  SECTION 107.

  	
   

  	
  Effect of Headings and
  Table of Contents

  	
   

  	
  20

  
	
  SECTION 108.

  	
   

  	
  Successors and Assigns

  	
   

  	
  20

  
	
  SECTION 109.

  	
   

  	
  Separability Clause

  	
   

  	
  20

  
	
  SECTION 110.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  20

  
	
  SECTION 111.

  	
   

  	
  Governing Law

  	
   

  	
  20

  
	
  SECTION 112.

  	
   

  	
  Legal Holidays

  	
   

  	
  20

  
	
  SECTION 113.

  	
   

  	
  Language of Notices

  	
   

  	
  21

  
	
  SECTION 114.

  	
   

  	
  Conflict with Trust
  Indenture Act

  	
   

  	
  21

  
	
  SECTION 115.

  	
   

  	
  Judgment Currency

  	
   

  	
  21

  
	
  SECTION 116.

  	
   

  	
  No Security Interest
  Created

  	
   

  	
  22

  
	
  SECTION 117.

  	
   

  	
  Limitation on Individual
  Liability

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE TWO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Security Forms

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forms Generally

  	
   

  	
  23

  
	
  SECTION 201.

  	
   

  	
  Form of Trustee’s
  Certificate of Authentication

  	
   

  	
  23

  
	
  SECTION 202.

  	
   

  	
  Securities in Global Form

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE THREE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
   

  	
  Amount Unlimited; Issuable
  in Series

  	
   

  	
  24

  
	
  SECTION 302.

  	
   

  	
  Denominations

  	
   

  	
  29

  
	
  SECTION 303.

  	
   

  	
  Execution, Authentication,
  Delivery and Dating

  	
   

  	
  29

  
	
  SECTION 304.

  	
   

  	
  Temporary Securities

  	
   

  	
  31

  
	
  SECTION 305.

  	
   

  	
  Registration, Transfer and
  Exchange

  	
   

  	
  32

  
	
  SECTION 306.

  	
   

  	
  Mutilated, Destroyed, Lost
  and Stolen Securities

  	
   

  	
  35

  



 


i

















 


	
  SECTION 307.

  	
   

  	
  Payment of Interest and
  Certain Additional Amounts; Rights to Interest and Additional Amounts
  Preserved

  	
   

  	
  37

  
	
  SECTION 308.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  38

  
	
  SECTION 309.

  	
   

  	
  Cancellation

  	
   

  	
  39

  
	
  SECTION 310.

  	
   

  	
  Computation of Interest

  	
   

  	
  40

  
	
  SECTION 311.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE FOUR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Satisfaction and Discharge

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
   

  	
  Satisfaction and Discharge
  of Indenture

  	
   

  	
  40

  
	
  SECTION 402.

  	
   

  	
  Application of Trust Money

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE FIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Remedies

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
   

  	
  Events of Default

  	
   

  	
  42

  
	
  SECTION 502.

  	
   

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
   

  	
  44

  
	
  SECTION 503.

  	
   

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
   

  	
  46

  
	
  SECTION 504.

  	
   

  	
  Trustee May File
  Proofs of Claim

  	
   

  	
  47

  
	
  SECTION 505.

  	
   

  	
  Trustee May Enforce
  Claims Without Possession of Securities or Coupons

  	
   

  	
  47

  
	
  SECTION 506.

  	
   

  	
  Application of Money
  Collected

  	
   

  	
  47

  
	
  SECTION 507.

  	
   

  	
  Limitation
  on Suits

  	
   

  	
  48

  
	
  SECTION 508.

  	
   

  	
  Unconditional Right of
  Holders to Receive Principal, Premium, Interest and Additional Amounts

  	
   

  	
  49

  
	
  SECTION 509.

  	
   

  	
  Restoration of Rights and
  Remedies

  	
   

  	
  49

  
	
  SECTION 510.

  	
   

  	
  Rights and Remedies
  Cumulative

  	
   

  	
  49

  
	
  SECTION 511.

  	
   

  	
  Delay or Omission Not
  Waiver

  	
   

  	
  50

  
	
  SECTION 512.

  	
   

  	
  Control by Holders

  	
   

  	
  50

  
	
  SECTION 513.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  50

  
	
  SECTION 514.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  51

  
	
  SECTION 515.

  	
   

  	
  Waiver of Stay or
  Extension Laws

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE SIX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
   

  	
  Certain Duties and
  Responsibilities

  	
   

  	
  52

  
	
  SECTION 602.

  	
   

  	
  Notice of Defaults

  	
   

  	
  52

  
	
  SECTION 603.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  52

  
	
  SECTION 604.

  	
   

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
   

  	
  54

  
	
  SECTION 605.

  	
   

  	
  May Hold Securities

  	
   

  	
  55

  
	
  SECTION 606.

  	
   

  	
  Money Held in Trust

  	
   

  	
  55

  
	
  SECTION 607.

  	
   

  	
  Compensation and
  Reimbursement

  	
   

  	
  55

  



 


ii

















 


	
  SECTION 608.

  	
   

  	
  Disqualification;
  Conflicting Interests

  	
   

  	
  56

  
	
  SECTION 609.

  	
   

  	
  Corporate Trustee
  Required; Eligibility

  	
   

  	
  56

  
	
  SECTION 610.

  	
   

  	
  Resignation and Removal;
  Appointment of Successor

  	
   

  	
  57

  
	
  SECTION 611.

  	
   

  	
  Acceptance of Appointment
  by Successor

  	
   

  	
  58

  
	
  SECTION 612.

  	
   

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  	
  60

  
	
  SECTION 613.

  	
   

  	
  Preferential Collection of
  Claims Against Company

  	
   

  	
  60

  
	
  SECTION 614.

  	
   

  	
  Appointment of
  Authenticating Agent

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE SEVEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holders’ Lists and Reports by Trustee and Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
   

  	
  Company to Furnish Trustee
  Names and Addresses of Holders

  	
   

  	
  62

  
	
  SECTION 702.

  	
   

  	
  Preservation of
  Information; Communications to Holders

  	
   

  	
  63

  
	
  SECTION 703.

  	
   

  	
  Reports by Trustee

  	
   

  	
  63

  
	
   

  	
   

  	
  Reports by Company

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE EIGHT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merger, Consolidation, Etc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
   

  	
  Mergers, Consolidations
  and Certain Transfers, Leases and Acquisitions of Assets

  	
   

  	
  65

  
	
  SECTION 802.

  	
   

  	
  Successor Substituted

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE NINE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Supplemental Indentures

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
   

  	
  Supplemental Indentures
  Without Consent of Holders

  	
   

  	
  66

  
	
  SECTION 902.

  	
   

  	
  Supplemental Indentures
  with Consent of Holders

  	
   

  	
  68

  
	
  SECTION 903.

  	
   

  	
  Execution of Supplemental
  Indentures

  	
   

  	
  69

  
	
  SECTION 904.

  	
   

  	
  Effect of Supplemental
  Indentures

  	
   

  	
  69

  
	
  SECTION 905.

  	
   

  	
  Reference in Securities to
  Supplemental Indentures

  	
   

  	
  70

  
	
  SECTION 906.

  	
   

  	
  Conformity with Trust
  Indenture Act

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE TEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
   

  	
  Payment of Principal,
  Premium, Interest and Additional Amounts

  	
   

  	
  70

  
	
  SECTION 1002.

  	
   

  	
  Maintenance of Office or
  Agency

  	
   

  	
  70

  
	
  SECTION 1003.

  	
   

  	
  Money for Security Payments
  to Be Held in Trust

  	
   

  	
  72

  
	
  SECTION 1004.

  	
   

  	
  Statement by Officers as
  to Default

  	
   

  	
  73

  
	
  SECTION 1005.

  	
   

  	
  Existence

  	
   

  	
  74

  
	
  SECTION 1006.

  	
   

  	
  Maintenance of Properties

  	
   

  	
  74

  
	
  SECTION 1007.

  	
   

  	
  Payment of Taxes and Other
  Claims

  	
   

  	
  74

  
	
  SECTION 1008.

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  74

  



 


iii

















 


	
  SECTION 1009.

  	
   

  	
  Limitation on Liens

  	
   

  	
  75

  
	
  SECTION 1010.

  	
   

  	
  Limitations on Sale and
  Leaseback Transactions

  	
   

  	
  77

  
	
  SECTION 1011.

  	
   

  	
  Waiver of Certain
  Covenants

  	
   

  	
  77

  
	
  SECTION 1012.

  	
   

  	
  Additional Amounts

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE ELEVEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Redemption of Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
   

  	
  Applicability of Article

  	
   

  	
  79

  
	
  SECTION 1102.

  	
   

  	
  Election to Redeem; Notice
  to Trustee

  	
   

  	
  79

  
	
  SECTION 1103.

  	
   

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
   

  	
  79

  
	
  SECTION 1104.

  	
   

  	
  Notice of Redemption

  	
   

  	
  80

  
	
  SECTION 1105.

  	
   

  	
  Deposit of Redemption
  Price

  	
   

  	
  82

  
	
  SECTION 1106.

  	
   

  	
  Securities Payable on
  Redemption Date

  	
   

  	
  82

  
	
  SECTION 1107.

  	
   

  	
  Securities Redeemed in
  Part

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE TWELVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Defeasance and Covenant Defeasance

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
   

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
   

  	
  83

  
	
  SECTION 1202.

  	
   

  	
  Defeasance and Discharge

  	
   

  	
  84

  
	
  SECTION 1203.

  	
   

  	
  Covenant Defeasance

  	
   

  	
  84

  
	
  SECTION 1204.

  	
   

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
   

  	
  85

  
	
  SECTION 1205.

  	
   

  	
  Deposited Money and
  Government Obligations to be Held in Trust; Other
  Miscellaneous Provisions

  	
   

  	
  87

  
	
  SECTION 1206.

  	
   

  	
  Reinstatement

  	
   

  	
  88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE THIRTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subsidiary Guarantee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
   

  	
  [Reserved]

  	
   

  	
  89

  
	
  SECTION 1302.

  	
   

  	
  Subsidiary Guarantors

  	
   

  	
  89

  
	
  SECTION 1303.

  	
   

  	
  Subsidiary Guarantors
  May Consolidate, Etc., on Certain Terms

  	
   

  	
  89

  
	
  SECTION 1304.

  	
   

  	
  Release of Subsidiary
  Guarantors

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE FOURTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sinking Funds

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
   

  	
  Applicability of Article

  	
   

  	
  90

  
	
  SECTION 1402.

  	
   

  	
  Satisfaction of Sinking
  Fund Payments with Securities

  	
   

  	
  90

  
	
  SECTION 1403.

  	
   

  	
  Redemption of Securities
  for Sinking Fund

  	
   

  	
  91

  



 


iv

















 


	
   

  	
   

  	
  ARTICLE FIFTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Repayment at the Option of Holders

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1501.

  	
   

  	
  Applicability of Article

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE SIXTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Securities in Foreign Currencies

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1601.

  	
   

  	
  Applicability of Article

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE SEVENTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meetings of Holders of Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1701.

  	
   

  	
  Purposes for Which
  Meetings May Be Called

  	
   

  	
  92

  
	
  SECTION 1702.

  	
   

  	
  Call, Notice and Place of
  Meetings

  	
   

  	
  93

  
	
  SECTION 1703.

  	
   

  	
  Persons Entitled to Vote
  at Meetings

  	
   

  	
  93

  
	
  SECTION 1704.

  	
   

  	
  Quorum; Action

  	
   

  	
  93

  
	
  SECTION 1705.

  	
   

  	
  Determination of Voting
  Rights; Conduct and Adjournment of Meetings

  	
   

  	
  94

  
	
  SECTION 1706.

  	
   

  	
  Counting Votes and
  Recording Action of Meetings

  	
   

  	
  95

  



 


v

















 


ANNEXES


 


ANNEX A Form of
Subsidiary Guarantee


 


vi














 


INDENTURE,
dated as of           , 2009, among
SEALED AIR CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Company”), having its
principal office at 200 Riverfront Boulevard, Elmwood Park, New Jersey
07407-1033 and U.S. Bank, National Association, a national banking association
duly organized under the laws of the United States of America, as Trustee
(herein called the “Trustee”).


 


RECITALS


 


The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior unsecured debentures,
notes or other evidences of indebtedness (hereinafter called the “Securities”),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided.


 


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


 


This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase from time to time of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities of any series thereof and any Coupons (as herein defined) 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 in or
pursuant to this Indenture or unless the context otherwise requires:


 


1

















 


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


 


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


 


(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with GAAP, and, except as otherwise herein expressly provided, the term “GAAP”
with respect to any computation required or permitted hereunder shall mean GAAP
as are generally accepted at the date of such computation;


 


(4)           unless the context
otherwise requires, any reference to “Article”, “Section” or “Annex” refers to
an Article or Section of or Annex to this Indenture; and


 


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


 


“Accounts
Receivable” shall mean, with respect to any Person, all rights of such Person
to the payment of money arising out of any sale, lease or other disposition of
goods or provision of services by such Person.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional
Amounts” means any additional amounts which are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes, assessments or other governmental charges
imposed on Holders specified therein and which are owing to such Holders.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities.


 


2

















 


“Authorized
Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that
is a Business Day in the place of publication, whether or not published on days
that are Legal Holidays in the place of publication, and of general circulation
in each place in connection with which the term is used or in the financial
community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any day that is a Business Day in the place of
publication.


 


“Authorized
Officer” means, when used with respect to the Company, the Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors, the Chief
Executive Officer, the President, a Vice President, the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.


 


“Bearer
Security” means any Security in the form established pursuant to Section 201
which is payable to bearer.


 


“Board
of Directors” means, with respect to the Company, the board of directors of the
Company, or any duly authorized committee of that board.


 


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


 


“Business
Day” with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 301,
any day other than a Saturday, Sunday or other day on which banking institutions
in such Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close.


 


“Capital
Lease” shall mean at any date any lease of property which, in accordance with
GAAP, would be required to be capitalized on the balance sheet of the lessee.


 


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


 


“Common
Stock” includes any capital stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or


 


3

















 


involuntary liquidation, dissolution or winding up of the Company and
which is not subject to redemption by the Company.


 


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


 


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


 


“Consolidated
Assets” shall mean, at any date, the total consolidated assets of the Company
and its Subsidiaries, all as set forth on the most recent publicly issued
balance sheet of the Company and its Subsidiaries and computed in accordance
with GAAP.


 


“Consolidated
Net Tangible Assets” shall mean, at any date, Consolidated Assets after
deducting therefrom, without duplication, (i) applicable reserves and
other properly deductible items, (ii) all current liabilities and (iii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent
publicly issued balance sheet of the Company and its Subsidiaries and computed
in accordance with GAAP.


 


“Conversion
Event” means the cessation of use of (1) a Foreign Currency both by the
government of the country or the confederation which issued such Foreign
Currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community or (2) any
currency unit or composite currency for the purposes for which it was
established.


 


“Corporate
Trust Office” means the principal office of the Trustee in Atlanta, Georgia, at
which its corporate trust business shall be administered at all times, which at
the date hereof is U.S. Bank Corporate Trust Services, Two Midtown Plaza, 1349
W. Peachtree St, Suite 1050, Atlanta, GA 30309 and for the purpose of maintaining
a corporate trust office in the Borough of Manhattan, the City of New York
pursuant to Sections 609 and 1002 hereunder, means the office of the Trustee
located at 100 Wall Street, 16th Floor, New York, NY 10005, Attention: U.S.
Bank Corporate Trust Services.


 


“Corporation”
means a corporation, association, company, joint-stock company or business
trust.


 


4

















 


“Coupon”
means any interest coupon appertaining to a Bearer Security.


 


“Currency”,
with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with
respect to any Security, means Dollars or the Foreign Currency, as the case may
be, in which such payment, deposit or other transfer is required to be made by
or pursuant to the terms hereof or such Security and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by the terms hereof or
such Security, means Dollars.


 


 “CUSIP number” means the alphanumeric
designation assigned to a Security by Standard & Poor’s Rating
Service, CUSIP Service Bureau.


 


 “Custodian” means the Trustee or other
Securities custodian, as custodian with respect to the Securities, each in
global form, or a successor entity thereto.


 


“Credit
Agreement” means the Revolving Credit Agreement (5-year), dated as of July 26,
2005, among the Company, certain of the Company’s subsidiaries, banks and
financial institutions party thereto, and Citicorp USA, Inc., as agent for
the lenders, as such Credit Agreement may be amended, supplemented, extended,
renewed, restated, replaced, refinanced or modified from time to time (whether
or not there is ever a period when there is no Credit Agreement then in
effect), including, without limitation, by adding additional parties to or
increasing the commitments under such Credit Agreement.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America.


 


“Domestic
Subsidiary” means each Subsidiary of the Company that is not a Foreign
Subsidiary.


 


“DTC”
means The Depository Trust Company, a New York corporation.


 


“Event
of Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934 (or any successor statute), as
it may be amended from time to time.


 


5

















 


“Expiration
Date” has the meaning specified in Section 104.


 


“Foreign
Currency” means any currency, currency unit or composite currency, including,
without limitation, the Euro, issued by the government of one or more
countries, other than the United States of America, or by any recognized
confederation or association of such governments.


 


“Foreign
Subsidiary” means (i) each Subsidiary of the Company not incorporated
under the laws of the United States or of any State thereof and (ii) any
other Subsidiary of the Company substantially all of the operations of which remain
outside the United States.


 


“Funded
Debt” means all Indebtedness having a maturity of more than 12 months from the
date as of which the computation of Funded Debt is made or having a maturity of
12 months or less but by its terms being renewable or extendible beyond 12
months from such date at the option of the borrower.


 


“GAAP”
means United States generally accepted accounting principles.


 


“Government
Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments which issued
the Foreign Currency in which the principal of or any premium or interest on
such Security or any Additional Amounts in respect thereof shall be payable, in
each case where the payment or payments thereunder are supported by the full
faith and credit of such government or governments or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or the government or governments that issued
the Foreign Currency in which the principal of or any premium or interest on
such Security or any Additional Amounts in respect thereof shall be payable, in
each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government or governments, and which, in the case of (i) or
(ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depositary 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 depositary receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of or other amount with respect to the Government Obligation
evidenced by such depositary receipt.


 


“Holder”
in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register and, in the case of any Bearer
Security, means the bearer thereof and, in the case of any Coupon, means the
bearer thereof.


 


6

















 


“Indebtedness”
of any Person means, at any date, without duplication, (i) all obligations
of such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person to pay the deferred purchase price of property or
services (except trade accounts payable and accrued expenses arising in the
ordinary course of business) to the extent such amounts would be, in accordance
with GAAP, recorded as debt on a balance sheet of such Person, (iv) all
obligations of such Person under Capital Leases, (v) all Indebtedness
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is otherwise an obligation of such Person, (vi) all non-contingent
obligations of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit (other than letters of credit which
secure obligations in respect of trade payables or other letters of credit not
securing Indebtedness, unless such reimbursement obligation remains unsatisfied
for more than three business days) and (vii) all guarantees or
endorsements (other than endorsements for collection or deposit in the ordinary
course of business) of such Person of Indebtedness of others.


 


“Indenture”
means this instrument 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 and, with respect to any Security, by the terms
and provisions of such Security and any Coupon appertaining thereto established
pursuant to Section 301 (as such terms and provisions may be amended
pursuant to the applicable provisions hereof).


 


“Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.


 


“interest”,
with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity and, when
used with respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 1012, includes such Additional Amounts.


 


“Interest
Payment Date”, with respect to any Security, means the Stated Maturity of an
installment of interest on such Security.


 


“Judgment
Currency” has the meaning specified in Section 115.


 


“Legal
Holidays” has the meaning specified in Section 112.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, encumbrance, lien (statutory or
other) or other security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and
any Capital Lease).


 


7

















 


“Material
Subsidiary” means any Subsidiary that, directly or indirectly through a
Subsidiary, either (A) owns assets with a book value in excess of 5% of
the book value of the Consolidated Assets of the Company and its Subsidiaries,
taken as a whole, measured as of the last day of the most recently completed
fiscal quarter for which the Company has publicly issued financial statements
or (B) generated annual revenues in excess of 5% of the revenues of the
Company and its Subsidiaries, taken as a whole, for the most recently completed
four fiscal quarter period for which the Company has publicly issued financial
statements.


 


“Maturity”
with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as provided in or
pursuant to this Indenture, whether at the Stated Maturity or upon declaration
of acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.


 


“New
York Banking Day” has the meaning specified in Section 115.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(5).


 


“Office”
or “Agency”, with respect to any Securities, means an office or agency of the
Company maintained or designated in a Place of Payment for such Securities
pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or,
to the extent designated or required by Section 1002 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.


 


“Officers’
Certificate” of the Company or any Subsidiary Guarantor means a certificate
signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief
Executive Officer, the President or a Vice President or the Chief Financial
Officer, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company or such Subsidiary Guarantor, as the case
may be, and delivered to the Trustee and that, if required by the Trust Indenture
Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act. One of the officers signing an Officers’ Certificate given
pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company or the chief operating officer of the
Company. Unless the context otherwise requires, each reference herein to an
“Officers’ Certificate” shall mean an Officers’ Certificate of the Company.
References herein, or in any Security or Subsidiary Guarantee, to any officer
of a Subsidiary Guarantor or other Person that is a partnership shall mean such
officer of the partnership or, if none, of a general partner of the partnership
authorized thereby to act on its behalf.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company, and who shall be reasonably acceptable to the Trustee and that, if
required by the Trust Indenture Act, complies with the requirements of Section 314(e) of
the Trust Indenture Act.


 


8

















 


“Original
Issue Discount Security” means a Security issued pursuant to this Indenture
which provides for declaration of an amount less than the principal face amount
thereof to be due and payable upon acceleration pursuant to Section 502.


 


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


 


(i)            any such Securities
theretofore cancelled by the Trustee or the Security Registrar or delivered to
the Trustee or the Security Registrar for cancellation;


 


(ii)           any such Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company or any Subsidiary Guarantor) in trust or set aside and segregated in
trust by the Company or any Subsidiary Guarantor (if the Company or any
Subsidiary Guarantor, as the case may be, shall act as a Paying Agent) for the
Holders of such Securities and any Coupons appertaining thereto; provided that,
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;


 


(iii)          any such Securities
which have been defeased pursuant to Section 1202 hereof;


 


(iv)          any such Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such
Securities are held by a protected purchaser in whose hands such Securities are
valid obligations of the Company; and


 


(v)           any such Security
converted or exchanged as contemplated by this Indenture into Common Stock or
other securities, if the terms of such Security provide for such conversion or
exchange pursuant to Section 301;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or are present at a meeting of Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the
principal thereof that pursuant to the terms of such Original Issue Discount
Security would be declared (or shall have been declared to be) due and payable
upon a


 


9

















 


declaration of acceleration
thereof pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the
principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Coupons appertaining thereto or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Coupons appertaining thereto or any Affiliate of the Company or of such other
obligor.


 


“Paying
Agent” means the Trustee or any other Person authorized by the Company to pay
the principal of (and premium, if any) or interest on, and any Additional
Amounts with respect to any Securities or any Coupons on behalf of the Company.


 


“Permitted
Encumbrances” shall mean, as of any particular time and with respect to any
real property of the Company or any of its Subsidiaries, (i) such
easements, leases, subleases, encroachments, rights of way, minor defects,
irregularities or encumbrances on title which are not unusual with respect to
property similar in character to any such real property and which do not secure
Indebtedness and do not materially impair such real property for the purpose
for which it is held or materially interfere with the conduct of the business
of the Company or any of its Subsidiaries and (ii) municipal and zoning
ordinances which are not violated by the existing improvements and the present
use made by the Company or any of its Subsidiaries of such real property.


 


“Permitted
Receivables Financing” means a sale, pledge or any other transfer of Accounts
Receivable as a method of financing.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation,
limited liability company, association, trust or other enterprise or any
government or political subdivision or any agency, department or
instrumentality thereof.


 


10














 


“Place
of Payment”, with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with
respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.


 


“Predecessor
Security” of any particular Security means every Security issued before, 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 306 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security or any Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


“Principal
Property” means any manufacturing plant located in the United States currently
owned or subsequently acquired by the Company or any Subsidiary which has a
gross book value which (including related land, improvements, machinery and
equipment without deduction of any depreciation reserves) on the date as of
which the determination is being made exceeds 1% of Consolidated Assets, other
than properties or any portion of a particular property which the Company’s
Board of Directors determines, in good faith, not to be of material importance
to the business of the Company and its Subsidiaries, taken as a whole, or, in
the case of a portion of a particular property, to the use or operation of such
property.


 


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


 


“Redemption
Price”, with respect to any Security or portion thereof to be redeemed, means
the price at which it is to be redeemed as determined by or pursuant to this
Indenture or such Security.


 


“Registered
Security” means any Security established pursuant to Section 201 which is
registered in a Security Register.


 


“Regular
Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant
to this Indenture or such Security as the “Regular Record Date.”


 


“Required
Currency” has the meaning specified in Section 115.


 


“Responsible
Officer” means any Vice President, any Assistant Vice President, the Secretary,
any Assistant Secretary, the Treasurer, any Assistant Treasurer, or any Trust
Officer or any other Officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular


 


11

















 


corporate trust matter, any other Officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


“Restricted
Subsidiary” means any Subsidiary of the Company that is a Material Subsidiary
and a Domestic Subsidiary.


 


“Sale
and Leaseback Transaction” means an arrangement with any lender or investor, or
to which any lender or investor is a party, providing for the leasing by a
Person of any Principal Property of such Person which has been or is being sold
or transferred by such Person to such lender or investor or to any person to
whom funds have been or are to be advanced by such lender or investor on the
security of such Principal Property, other than such arrangements involving any
Principal Property within 180 days after the purchase or completion of
construction of such Principal Property. The stated maturity of such
arrangement shall be the date of the last payment of rent or any other amount
due under such arrangement prior to the first date on which such arrangement
may be terminated by the lessee without payment of a penalty.


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or
debentures, or any other evidences of indebtedness, as the case may be,
authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities”, with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


 


“Securities
Act” means the Securities Act of 1933 (or any successor statute), as it may be
amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Special
Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Trustee pursuant to Section 307.


 


“Stated
Maturity” with respect to any Security or any installment of principal thereof
or interest thereon or any Additional Amounts with respect thereto, means the
date established by or pursuant to this Indenture or such Security as the fixed
date on which the principal of such Security or such installment of principal
or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of
any class or classes having by the terms of such stock ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of


 


12

















 


any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
owned by such Person and/or by one or more Subsidiaries of such Person or by
such Person and one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person or
such Person and one or more Subsidiaries of such Person has more than a 50%
equity interest at the time.


 


“Subsidiary
Guarantee” means the unconditional guarantee by the Subsidiary Guarantor of the
due and punctual payment of principal, premium, if any, and interest on, and
any Additional Amounts with respect to any Securities, executed in the form
established pursuant to Annex A or such other form established pursuant to
Section 301.


 


“Subsidiary
Guarantor” shall mean at any time each Subsidiary that has become a Subsidiary
Guarantor pursuant to Section 1302 of this Indenture, in each case so long
as it remains a Subsidiary Guarantor.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such with respect to one
or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee
hereunder; provided, however, that if at any time there is
more than one such Person, “Trustee” shall mean each such Person and as used
with respect to the Securities of any series shall mean only the Trustee with
respect to the Securities of such series.


 


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


 


“United
States” except as otherwise provided in or pursuant to this Indenture or any
Security, means the United States of America (including the states thereof and
the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.


 


“United
States Alien” except as otherwise provided in or pursuant to this Indenture or
any Security, means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.


 


13

















 


“U.S.
Depositary” or “Depositary” means, with respect to any Security issuable or issued
in the form of one or more global Securities, the Person designated as U.S.
Depositary or Depositary by the Company in or pursuant to this Indenture, which
Person must be, to the extent required by applicable law or regulation, a
clearing agency registered under the Exchange Act, and, if so provided with
respect to any Security, any successor to such Person. If at any time there is
more than one such Person, “U.S. Depositary” or “Depositary” shall mean, with
respect to any Securities, the qualifying entity which has been appointed with
respect to such Securities.


 


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


 


SECTION 102.               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 shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture Act
or this Indenture. Each such certificate or opinion shall be given in the form
of an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with any
requirements of the Trust Indenture Act and as set forth in this Indenture.


 


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


 


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


 


(2)           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;


 


(3)           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


 


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


 


14

















 


SECTION 103.               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 may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


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


 


SECTION 104.               Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in or pursuant to 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 of
such Holders duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article Seventeen,
or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be


 


15

















 


sufficient for any purpose of this Indenture and (subject to Section 315
of the Trust Indenture Act) conclusive in favor of the Trustee and the Company,
and any agent of the Trustee or the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1706.


 


Without
limiting the generality of this Section 104, unless otherwise provided in
or pursuant to this Indenture, a Holder, including a U.S. Depositary that is a
Holder of a global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture to be
made, given or taken by Holders, and a U.S. Depositary that is a Holder of a
global Security may provide its proxy or proxies to the beneficial owners of
interests in any such global Security through such U.S. Depositary’s standing instructions
and customary practices.


 


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


 


The
ownership, principal amount and serial numbers of Registered Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, shall be proved by the Security Register.


 


The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (ii) such Bearer Security is produced to
the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer
Security is no longer Outstanding. The ownership, principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of the commencement and the date of the termination of
holding the same may also be proved in any other manner which the Company and
the Trustee deem sufficient.


 


16

















 


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


 


The
Company may set any day as a record date for the purpose of determining the
Holders of Registered Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Securities; provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Registered Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Registered Securities in the manner set forth in Section 106.


 


The
Trustee may set any day as a record date for the purpose of determining the
Holders of Registered Securities entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or
(iv) any direction referred to in Section 512. If any record date is
set pursuant to this paragraph, the Holders of Registered Securities on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
cause notice of such record date, the


 


17

















 


proposed action by Holders and the applicable Expiration Date to be
given to the Company in writing and to each Holder of Registered Securities in
the manner set forth in Section 106.


 


With
respect to any record date set pursuant to this Section, the party hereto which
sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


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


 


SECTION 105.               Notices, Etc., to Trustee,
Company and Subsidiary Guarantors.


 


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,


 


(1)           the Trustee by any
Holder or by the Company or any Subsidiary Guarantor shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention:  Corporate
Trust Department, or at any other address previously furnished in writing to
the Holders or the Company by the Trustee, or, with respect to notices by the
Company or any Subsidiary Guarantor, transmitted by facsimile transmission
(confirmed by guaranteed overnight courier) to the following facsimile numbers:
(404) 898-2467 or to any other facsimile number previously furnished in
writing to the Company by the Trustee, or


 


(2)           the Company or any
Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to it addressed to it at the
address of the Company’s principal office specified in the first paragraph of
this instrument, Attention:  General
Counsel and Secretary, or at any other address previously furnished in writing
to the Trustee by the Company or, with respect to notices by the Trustee,
transmitted by facsimile transmission (confirmed by guaranteed overnight


 


18

















 


courier) to the following
facsimile number: 201 703-4231 or to any other facsimile number previously
furnished in writing to the Trustee by the Company.


 


SECTION 106.               Notice to Holders; Waiver.


 


Except
as otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of any event,


 


(1)           such notice shall be sufficiently
given to Holders of Registered Securities if in writing and mailed, first-class
postage prepaid, to each Holder of a Registered Security affected by such
event, at his address as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; and


 


(2)           such notice shall be sufficiently
given to Holders of Bearer Securities, if any, if published in an Authorized
Newspaper in The City of New York and, if such Securities are then listed on
any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee that such stock exchange so
requires, on a Business Day at least twice, the first such publication to be
not earlier than the earliest date and the second such publication to be not
later than the latest date prescribed for the giving of such notice.


 


In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
case, by reason of the suspension of regular mail service or by reason of any
other cause, it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


In
case by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearers Securities as provided above, then
such notification to Holders of Bearer Securities as shall be made by such
reasonable alternate method of publication or notice, with notice of such to be
provided to the Trustee, shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.


 


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,


 


19

















 


and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders of Securities 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.


 


SECTION 107.               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 108.               Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


 


SECTION 109.               Separability Clause.


 


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


 


SECTION 110.               Benefits of Indenture.


 


Nothing
in this Indenture, any Securities, any Coupon or any Subsidiary Guarantee,
express or implied, shall give to any Person, other than the parties hereto,
any Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder and the Holders of Securities or Coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


 


SECTION 111.               Governing Law.


 


THIS INDENTURE, THE SECURITIES AND ANY COUPONS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


SECTION 112.               Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or


 


20

















 


exchange Securities of a series that are convertible or exchangeable
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture, of the Securities, any Coupon or any
Subsidiary Guarantee other than a provision in any Security or Coupon that
specifically states that such provision shall apply in lieu hereof) payment
need not be made at such Place of Payment on such date and such Securities need
not be converted or exchanged, but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Stated Maturity, Maturity or last day
for conversion or exchange provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.


 


SECTION 113.               Language of Notices.


 


Any
request, demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an
official language of the country of publication.


 


SECTION 114.               Conflict with Trust Indenture
Act.


 


If
any provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act imposed by operation of Section 318(c) thereof,
such required provision shall control.


 


SECTION 115.               Judgment Currency.


 


The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on which
a final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of


 


21

















 


recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed.


 


SECTION 116.               No Security Interest Created.


 


Subject
to the provisions of Section 1009, nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.


 


SECTION 117.               Limitation on Individual
Liability.


 


No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or any Subsidiary Guarantee, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or any Subsidiary Guarantor, as the case may be, either directly or
through the Company or any Subsidiary Guarantor, as the case may be, whether by
virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that
this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company or any Subsidiary Guarantor, as the case may
be, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture, in any Security or any Subsidiary Guarantee or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator, shareholder,
officer or director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture, in any Security or any Subsidiary
Guarantee or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture or
any Subsidiary Guarantee and the issuance of such Security.


 


22














 


ARTICLE TWO


 


Security Forms


 


Forms
Generally.


 


Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by or pursuant to this Indenture
or any indenture supplemental hereto and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such
Security or Coupon as evidenced by their execution of such Security or Coupon.


 


Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons.


 


Any
Subsidiary Guarantees shall be in substantially the form set forth in Annex A.


 


The
definitive Securities and definitive Coupons shall be typed, printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner, all as determined by the officers executing
such Securities or Coupons as evidenced by their execution thereof.


 


SECTION 201.                                            Form of Trustee’s Certificate of
Authentication.


 


The
Trustee’s certificate of authentication shall be in substantially the following
form:


 


 


Dated:


 


 


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


 


 


	
   

  	
  U.S. Bank, National
  Association,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


SECTION 202.                                            Securities in Global Form.


 


Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in temporary or permanent global form. If
Securities of a series shall


 


23

















 


be issuable in global form,
any such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver, in each case at the Company’s expense,
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a
Security in global form shall be in writing but need not be accompanied by or
contained in an Officers’ Certificate and need not be accompanied by an Opinion
of Counsel.


 


Notwithstanding
the provisions of Section 307, unless otherwise specified in or pursuant
to this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.


 


Notwithstanding
the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee
shall treat, including for the purpose of any Subsidiary Guarantees, as the
Holder of such principal amount of Outstanding Securities represented by a
global Security (i) in the case of a global Security in registered form,
the Holder of such global Security in registered form, or (ii) in the case
of a global Security in bearer form, the Person or Persons specified pursuant
to Section 301.


 


ARTICLE THREE


 


The Securities


 


SECTION 301.                                            Amount Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.


 


With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to a Board Resolution and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto,


 


24

















 


(1)                                  the title of such Securities and the series in
which such Securities shall be included;


 


(2)                                  any limit upon the aggregate principal amount
of the Securities of such title or the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 304,
305, 306, 905 or 1107, upon repayment in part of any Registered Security of
such series pursuant to Article Fifteen, upon surrender in part of any
Registered Security for conversion into Common Stock or exchange for other
securities pursuant to its terms, or pursuant to or as contemplated by the
terms of such Securities);


 


(3)                                  whether such Securities are to be issuable as
Registered Securities, as Bearer Securities or alternatively as Bearer
Securities and Registered Securities, and whether the Bearer Securities are to
be issuable with Coupons, without Coupons or both, and any restrictions
applicable to the offer, sale or delivery of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;


 


(4)                                  if any of such Securities are to be issuable
in global form, when any of such Securities are to be issuable in global form
and (i) whether such Securities are to be issued in temporary or permanent
global form or both, (ii) whether beneficial owners of interests in any
such global Security may exchange such interests for Securities of the same
series and of like tenor and of any authorized form and denomination, and the
circumstances under which any such exchanges may occur, if other than in the
manner specified in Section 305, and (iii) the name of the Depositary
or the U.S. Depositary, as the case may be, with respect to any such global
Security;


 


(5)                                  if any of such Securities are to be issuable
as Bearer Securities or in global form, the date as of which any such Bearer
Security or global Security shall be dated (if other than the date of original
issuance of the first of such Securities to be issued);


 


(6)                                  if any of such Securities are to be issuable
as Bearer Securities, whether interest in respect of any portion of a temporary
Bearer Security in global form payable in respect of an Interest Payment Date
therefor prior to the exchange, if any, of such temporary Bearer Security for
definitive Securities shall be paid to any clearing organization with respect
to the portion of such temporary Bearer Security held for its account and, in
such event, the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing organization will
be credited to the Persons entitled to interest payable on such Interest
Payment Date;


 


(7)                                  the date or dates, or the method or methods,
if any, by which such date or dates shall be determined, on which the principal
of such Securities is payable;


 


25

















 


(8)                                  the rate or rates at which such Securities
shall bear interest, if any, or the method or methods, if any, by which such
rate or rates are to be determined, the date or dates, if any, from which such
interest shall accrue or the method or methods, if any, by which such date or
dates are to be determined, the Interest Payment Dates, if any, on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on Registered Securities on any Interest Payment Date, whether and
under what circumstances Additional Amounts on such Securities or any of them
shall be payable and, if so, whether and on what terms the Company will have
the option to redeem such Securities in lieu of paying such Additional Amounts
(and the terms of such option), the notice, if any, to Holders regarding the
determination of interest on a floating rate Security and the manner of giving
such notice, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


 


(9)                                  if in addition to or other than the Borough
of Manhattan, The City of New York, the place or places where the principal of,
any premium and interest on or any Additional Amounts with respect to such
Securities shall be payable, any of such Securities that are Registered
Securities may be surrendered for registration of transfer or exchange, any of
such Securities may be surrendered for conversion or exchange and notices or
demands to or upon the Company in respect of such Securities, this Indenture
and any Subsidiary Guarantees may be served, the extent to which, or the manner
in which, any interest payment or Additional Amounts on a global Security on an
Interest Payment Date, will be paid and the manner in which any principal of or
premium, if any, on any global Security will be paid;


 


(10)                            whether any of such Securities are to be
redeemable at the option of the Company and, if so, the date or dates on which,
the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities may be redeemed, in whole or in
part;


 


(11)                            whether the Company is obligated to redeem or
purchase any of such Securities pursuant to any sinking fund or analogous
provision or at the option of any Holder thereof and, if so, the date or dates
on which, the period or periods within which, the price or prices at which and
the other terms and conditions upon which such Securities shall be redeemed or
purchased, in whole or in part, and any provisions for the remarketing of such
Securities so redeemed or purchased;


 


(12)                            the denominations in which any of such
Securities that are Registered Securities shall be issuable if other than
minimum denominations of $1,000 and integral multiples thereof, and the
denominations in which any of such Securities that are Bearer Securities shall
be issuable if other than the denomination of $1,000 and integral multiples
thereof;


 


(13)                            whether the Securities of the series will be
convertible into shares of Common Stock and/or exchangeable for other
securities, and if so, the terms and conditions upon which such Securities will
be so convertible or exchangeable, and any deletions from or


 


26

















 


modifications or additions
to this Indenture to permit or to facilitate the issuance of such convertible
or exchangeable Securities or the administration thereof;


 


(14)                            if other than the principal amount thereof,
the portion of the principal amount of any of such Securities that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502
or the method by which such portion is to be determined;


 


(15)                            if other than Dollars, the Foreign Currency
in which payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities shall be payable;


 


(16)                            if the principal of, any premium or interest
on or any Additional Amounts with respect to any of such Securities are to be
payable, at the election of the Company or a Holder thereof or otherwise, in
Dollars or in a Foreign Currency other than that in which such Securities are
stated to be payable, the date or dates on which, the period or periods within
which, and the other terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the Currency
in which such Securities are stated to be payable and the Currency in which
such Securities or any of them are to be paid pursuant to such election, and
any deletions from or modifications of or additions to the terms of this
Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;


 


(17)                            whether the amount of payments of principal
of, any premium or interest on or any Additional Amounts with respect to such
Securities may be determined with reference to an index, formula or other
method or methods (which index, formula or method or methods may be based,
without limitation, on one or more Currencies, commodities, equity securities,
equity indices or other indices), and, if so, the terms and conditions upon
which and the manner in which such amounts shall be determined and paid or
payable;


 


(18)                            any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with respect to
any of such Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;


 


(19)                            whether either or both of Section 1202
relating to defeasance or Section 1203 relating to covenant defeasance
shall not be applicable to the Securities of such series, or any covenants in
addition to those specified in Section 1203 relating to the Securities of
such series shall be subject to covenant of defeasance, and any deletions from,
or modifications or additions to, the provisions of Article Four and
Twelve in respect of the Securities of such series;


 


27

















 


(20)                            whether any of such Securities are to be
issuable upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered;


 


(21)                            if any of such Securities are to be issuable
in global form and are to be issuable in definitive form (whether upon original
issue or upon exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, the form
and terms of such certificates, documents or conditions;


 


(22)                            if there is more than one Trustee, the
identity of the Trustee and, if not the Trustee, the identity of each Security
Registrar, Paying Agent or Authenticating Agent with respect to such
Securities;


 


(23)                            whether any of such Securities are to be
guaranteed by any Subsidiary Guarantors as provided in Article Thirteen
and the form of Subsidiary Guarantees, if other than the form set forth in
Annex A; and


 


(24)
any other terms of such Securities and any other deletions from or
modifications or additions to this Indenture in respect of such Securities.


 


All
Securities of any one series and all Coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers’ Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers’ Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers’ Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional Securities
of such series or to establish additional terms of such series of Securities.
If a separate entity is named as a Trustee in connection with issuance of any
series of Securities, the Company agrees to enter into a supplemental indenture
in connection with such issuance.


 


If
any of the terms of the Securities of any series shall be established by action
taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of such series.


 


28

















 


SECTION 302.                                            Denominations.


 


Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on, and any Additional Amounts with respect to, the
Securities shall be payable in Dollars. Unless otherwise provided in or
pursuant to this Indenture, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in minimum denominations of $1,000
and integral multiples thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $1,000 and integral multiples
thereof. Securities not denominated in Dollars 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.


 


The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Company by the Treasurer or any Assistant Treasurer of the Company.
The signature of any of these officers or the Company’s seal on the Securities
or any Coupons may be manual or facsimile.


 


Securities
and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date of such
Securities or Coupons.


 


At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities together with any Coupons
appertaining thereto, executed by the Company to the Trustee for authentication
and, provided that the Board Resolution and Officers’ Certificate or
supplemental indenture or indentures with respect to such Securities referred
to in Section 301 and a Company Order for the authentication and delivery
of such Securities have been delivered to the Trustee; the Trustee in
accordance with such Company Order, and subject to the provisions hereof and of
such Securities, shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons
appertaining thereto, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon,


 


(1)                                  an Opinion of Counsel to the effect that:


 


29

















 


(a)                                  the form or forms and terms of such
Securities and Coupons, if any, have been established in conformity with the
provisions of this Indenture;


 


(b)                                 all conditions precedent to the
authentication and delivery of such Securities and Coupons, if any,
appertaining thereto, have been complied with and that such Securities and
Coupons, when completed by appropriate insertions, executed under the Company’s
corporate seal and attested by duly Authorized Officers of the Company,
delivered by duly Authorized Officers of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law) and will entitle the Holders thereof to the benefits of this
Indenture; such Opinion of Counsel need express no opinion as to the
availability of equitable remedies;


 


(c)                                  all laws and requirements in respect of the
execution and delivery by the Company of such Securities and Coupons, if any,
have been complied with; and


 


(d)                                 this Indenture has been qualified under the
Trust Indenture Act; and


 


(2)                                  an Officers’ Certificate stating that all
conditions precedent to the execution, authentication and delivery of such
Securities and Coupons, if any, appertaining thereto, have been complied with
and that, to the best knowledge of the Persons executing such certificate, no
event which is, or after notice or lapse of time would become, an Event of
Default with respect to any of the Securities shall have occurred and be
continuing.


 


If
all the Securities of any series are not to be issued at one time, it shall not
be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at
the time of issuance of each Security, but such opinion and certificate, with
appropriate modifications, shall be delivered at or before the time of issuance
of the first Security of such series. After any such first delivery, any
separate written request by an Authorized Officer of the Company that the
Trustee authenticate and deliver Securities of such series for original issue
will be deemed to be a certification by the Company that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with.


 


The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant
to this Indenture will


 


30

















 


affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee or if
the Trustee, being advised by counsel, determines that such action may not
lawfully be taken.


 


Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security and any Bearer Security in global form shall be dated as of the date
specified in or pursuant to this Indenture.


 


No
Security or Coupon appertaining thereto 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 in Section 202 or 614 executed by or on behalf of the Trustee
or by the Authenticating Agent by the manual signature of one of its authorized
officers. Such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306 or 307, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.


 


The
Company initially appoints DTC to act as Depository with respect to the global
Securities.


 


The
Company initially appoints the Trustee to act as the Custodian for the global
Securities.


 


SECTION 304.                                            Temporary Securities.


 


Pending
the preparation of definitive Securities, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities,
which Securities are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities, in lieu of which they are issued, in registered
form, or if authorized in or pursuant to this Indenture, in bearer form with
one or more Coupons or without Coupons and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution thereof. Such
temporary Securities may be in global form.


 


Except
in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company will cause to be prepared without unreasonable delay definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities, upon surrender of the temporary Securities at any Office
or Agency for


 


31

















 


such Securities, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities
of authorized denominations of the same series and containing identical terms
and provisions; provided, however, that no definitive Bearer
Security, except as provided in or pursuant to this Indenture, shall be
delivered in exchange for a temporary Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
or pursuant to this Indenture. 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 such series.


 


SECTION 305.                                            Registration, Transfer and Exchange.


 


With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept at an Office or Agency for such series a register (each such
register being herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of the Registered Securities of such series
and of transfers and exchanges of the Registered Securities of such series.
Such Office or Agency shall be the “Security Registrar” for that series of
Securities. Unless otherwise specified in or pursuant to this Indenture or the
Securities, the Trustee shall be the initial Security Registrar for each series
of Securities. The Company shall have the right to remove and replace from time
to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be the
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.


 


Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount, bearing a number not contemporaneously outstanding
and containing identical terms and provisions.


 


At
the option of the Holder, Registered Securities of any series may be exchanged
for new Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.


 


32














 


If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them, any Subsidiary Guarantor
and any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an
Office or Agency for such series located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business
at such Office or Agency on (i) any Regular Record Date and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date and before the opening of
business at such Office or Agency on the related date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the Coupon relating
to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon
shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


 


If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may
be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.


 


Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.


 


Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if (i) the
Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a


 


33

















 


successor Depositary is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a
Company Order to the effect that such global Security shall be so exchangeable,
or (iii) an Event of Default has occurred and is continuing with respect
to the Securities and the Depositary requests the issuance of definitive
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding
sentence, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in such form and denominations as
are required by or pursuant to this Indenture, and of the same series, containing
identical terms and in aggregate principal amount equal to the principal amount
of such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depositary or such other Depositary
as shall be specified in the Company Order with respect thereto, and in
accordance with instructions given to the Trustee and the U.S. Depositary or
such other Depositary, as the case may be (which instructions shall be in
writing but need not be contained in or accompanied by an Officers’ Certificate
or be accompanied by an Opinion of Counsel unless requested by the Trustee), as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for such surrendered
global Security or portion thereof, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as such global Security or portion thereof to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security or portion thereof shall be issuable only in the form in
which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided, further,
that (unless otherwise provided in or pursuant to this Indenture) no Bearer
Security delivered in exchange for a portion of a global Security shall be
mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depositary or the U.S. Depositary, as the case may be, or
such other Depositary or U.S. Depositary referred to above in accordance with
the instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before
the opening of business at such Office or Agency on the related proposed date
for payment of interest or Defaulted Interest, as the case may be, interest
shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but shall
be payable on such Interest Payment Date or proposed date for


 


34

















 


payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.


 


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


 


Every
Registered Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Security Registrar for
such Security) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar for
such Security duly executed, by the Holder thereof or his attorney duly
authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 305, 905 or 1107 not involving any transfer.


 


Except
as otherwise provided in or pursuant to this Indenture, the Company shall not
be required (i) to issue, register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of like tenor and
the same series under Section 1103 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange
any Registered Security selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately surrendered
for redemption with written instruction for payment consistent with the
provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.


 


SECTION 306.                                            Mutilated, Destroyed, Lost and Stolen
Securities.


 


If
any mutilated Security or a Security with a mutilated Coupon appertaining to it
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not contemporaneously outstanding, with Coupons


 


35

















 


appertaining thereto
corresponding to the Coupons, if any, appertaining to the surrendered Security.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon
and (ii) such security or indemnity as may be required by them to save
each of them, any Subsidiary Guarantor and any agent of any of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
or Coupon has been acquired by a protected purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in exchange for or in lieu of
any such destroyed, lost or stolen Security, or in exchange for the Security to
which a destroyed, lost or stolen Coupon appertains with all appurtenant
Coupons not destroyed, lost or stolen, a new Security of the same series
containing identical terms and of like principal amount and bearing a number
not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.


 


In
case any such mutilated, destroyed, lost or stolen Security or Coupon has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or Coupon; provided, however,
that payment of principal of, any premium or interest on, or any Additional
Amounts with respect to, any Bearer Securities shall, except as otherwise
provided in Section 1002, be payable only at an Office or Agency for such
Securities located outside the United States and, unless otherwise provided in
or pursuant to this Indenture, any interest on Bearer Securities and any
Additional Amounts with respect to such interest shall be payable only upon
presentation and surrender of the Coupons appertaining thereto.


 


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


 


Every
new Security, with any Coupons appertaining thereto, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen Coupon appertains shall constitute an
original additional contractual obligation of the Company whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.


 


The
provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude


 


36

















 


(to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons.


 


SECTION 307.                                            Payment of Interest and Certain Additional
Amounts; Rights to Interest and Additional Amounts Preserved.


 


Unless
otherwise provided in or pursuant to this Indenture, any interest on, and any
Additional Amounts with respect to, any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.


 


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


 


(1)                                  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names such Registered Security (or a
Predecessor Security thereof) shall be 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 such Registered
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Person entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of such Registered Security (or a
Predecessor Security thereof) in the manner provided in Section 106, not
less than 10 days prior to such Special Record Date. The Trustee may, in
its discretion, in the name and at the expense of the Company cause a similar
notice to be published at least once in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date.


 


37

















 


Notice
of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose names such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2).


 


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


 


Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option
of the Company, interest on Registered Securities that bear interest may be
paid by mailing a check to the address of the Person entitled thereto as such
address shall appear in the Security Register or by transfer to an account
maintained by the payee with a bank located in the United States.


 


Subject
to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


In
the case of any Registered Security of any series that is convertible into
shares of Common Stock or exchangeable for other securities, which Registered
Security is converted or exchanged after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Registered
Security with respect to which the Stated Maturity is prior to such Interest
Payment Date), interest with respect to which the Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.


 


SECTION 308.                                            Persons Deemed Owners.


 


Prior
to due presentment of a Registered Security for registration of transfer, the
Company, any Subsidiary Guarantor, the Trustee and any agent of the Company,
any Subsidiary


 


38

















 


Guarantor or the Trustee may
treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 305 and 307)
interest on, and any Additional Amounts with respect to, such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
any Subsidiary Guarantor, the Trustee nor any agent of the Company, any
Subsidiary Guarantor or the Trustee shall be affected by notice to the
contrary.


 


The
Company, any Subsidiary Guarantor, the Trustee and any agent of the Company,
any Subsidiary Guarantor, or the Trustee may treat the bearer of any Bearer
Security or the bearer of any Coupon as the absolute owner of such Security or
Coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not any payment with respect to such
Security or Coupon shall be overdue, and none of the Company, any Subsidiary
Guarantor, the Trustee or any agent of the Company any Subsidiary Guarantor, or
the Trustee shall be affected by notice to the contrary.


 


No
Holder of any beneficial interest in any global Security held on its behalf by
a Depositary shall have any rights under this Indenture with respect to such
global Security, and such Depositary may be treated by the Company, any
Subsidiary Guarantor, the Trustee, and any agent of the Company, any Subsidiary
Guarantor or the Trustee as the owner of such global Security for all purposes
whatsoever. None of the Company, any Subsidiary Guarantor, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


 


SECTION 309.                                            Cancellation.


 


All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and any such Securities and Coupons, as well as Securities and Coupons
surrendered directly to the Trustee for any such purpose, shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or
pursuant to this Indenture. All cancelled Securities and Coupons held by the
Trustee shall be disposed of in accordance with the Trustee’s customary
procedures. Copies of all cancelled Securities shall be provided to the Company
by the Trustee, promptly, following cancellation of such Securities.


 


39

















 


SECTION 310.                                            Computation of Interest.


 


Except
as otherwise provided in or pursuant to this Indenture or in any Security,
interest on the Securities shall be computed on the basis of a 360-day year of
twelve 30-day months provided, however, that any overdue
interest and interest on overdue interest on any Securities, shall be computed
on the basis of a 365-day or 366-day year, as the case may be, and the number
of days actually elapsed during the relevant period.


 


SECTION 311.                                            CUSIP Numbers.


 


The
Company in issuing the Securities 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 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, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


SECTION 401.                                            Satisfaction and Discharge of Indenture.


 


Upon
the direction of the Company by a Company Order, this Indenture shall cease to
be of further effect with respect to any series of Securities specified in such
Company Order and any Coupons appertaining thereto (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, on receipt of a Company Order and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1)                                  either


 


(a)                                  all Securities of such Series theretofore
authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange for
Registered Securities of such series and maturing after such exchange whose
surrender is not required or has been waived as provided in Section 305, (ii) Securities
and Coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) Coupons
appertaining to


 


40

















 


Securities
of such series called for redemption and maturing after the relevant Redemption
Date whose surrender has been waived as provided in Section 1106, and (iv) Securities
and Coupons of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


(b)                                 all such Securities of such Series and,
in the case of (i) and (ii) below, any Coupons appertaining thereto,
not theretofore delivered to the Trustee for cancellation


 


(i)                                     have become due and payable, or


 


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


 


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


 


and the Company, in the case
of (i), (ii) or (iii) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of discharging its
obligations under this Indenture, money in Currency in which such Securities
are payable in an amount sufficient to pay and discharge the entire
indebtedness on such Securities and any Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any), and interest on and any Additional Amount with respect to
such Securities, interest to the date of such deposit and any Coupons
appertaining thereto, to the date of such deposit (in the case of Securities
which have become due and payable), to Maturity or Redemption Date, as the case
may be;


 


(2)                                  the Company has or any Subsidiary Guarantors
have, jointly or severally, paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of such
series and any Coupons appertaining thereto and under any Subsidiary Guarantees
by any Subsidiary Guarantors, as the case may be; and


 


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


 


In the event there are
Securities of two or more series hereunder, the Trustee shall be required to
execute an instrument acknowledging satisfaction and discharge of this
Indenture only if


 


41

















 


requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 607,
the obligations of the Company to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to
subclause (b) of Clause (1) of this Section, the
obligations of the Company and Trustee with respect to the Securities of such
series under Sections 305, 306, 402, 1002 and 1003, with respect to the payment
of Additional Amounts, if any, with respect to such Securities as contemplated
by Section 1012 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 401(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock
or other securities shall survive.


 


SECTION 402.                                            Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section 301)(including
the proceeds thereof) deposited with the Trustee pursuant to Section 401
and Article Twelve in respect of any Outstanding Securities of any series
and any Coupons appertaining thereto shall be held in trust and applied by it,
in accordance with the provisions of such Securities and any Coupons
appertaining thereto 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 and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
the principal (and premium, if any) and interest and Additional Amounts, if
any; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.


 


ARTICLE FIVE


 


Remedies


 


SECTION 501.                                            Events of Default.


 


“Event
of Default”, wherever used herein, with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body)
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers’ Certificate establishing
the terms of such series pursuant to this Indenture:


 


42














 


(1)                                  default in the payment of any interest upon
any Security of such series, or any Additional Amount payable with respect
thereto, when interest or Additional Amount become due and payable, and
continuance of such default for a period of 30 days; or


 


(2)                                  default in the payment of the principal of
(or premium, if any)on any Security of such series, or any Additional Amounts
payable with respect thereto, when such principal, premium or such Additional
Amounts become due and payable at their Maturity; or


 


(3)                                  default in the deposit of any sinking fund
payment when and as due by the terms of a Security of such series; or


 


(4)                                  default in the performance, or breach, of Section 801
hereof or Section 1302 hereof (relating to the obligation of the Company
to cause Subsidiaries to become Subsidiary Guarantors); or


 


(5)                                  default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture or the Securities of such
Series (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or
which has been expressly included in this Indenture solely for the benefit of a
series of Securities other than such series), and continuance of such default
or breach for a period of 60 days after there has been given, in the
manner provided in Section 105, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of such series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


(6)                                  a default or defaults under the terms of any
bond(s), debenture(s), note(s) or other evidence(s) of, or under any
mortgage(s), indenture(s), agreement(s) or instrument(s) under which
there may be issued or by which there may be secured or evidenced, any
Indebtedness of the Company or any Restricted Subsidiary (including any Event
Default under any other series of Securities) with a principal amount then
outstanding, individually or in the aggregate, of at least $25,000,000, whether
such Indebtedness now exists or is hereafter incurred, which default or
defaults (i) shall have resulted in such Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable or (ii) shall constitute the failure to pay all or
any portion of such Indebtedness at the final stated maturity thereof (after
expiration of any applicable grace period) and such default shall not have been
rescinded or such Indebtedness shall not have been discharged within 10
days; or


 


(7)                                  the entry by a court having jurisdiction in
the premises of (A) a decree or order for relief in respect of the Company
or any Restricted Subsidiary in an involuntary


 


43

















 


case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company or any Restricted Subsidiary as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company 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 or any Restricted Subsidiary or of any substantial part of the property
of the Company or any Restricted Subsidiary, or ordering the winding up or
liquidation of the affairs of the Company or any Restricted Subsidiary, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or


 


(8)                                  the commencement by the Company or any
Restricted Subsidiary of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company or any Restricted Subsidiary to the entry of a
decree or order for relief in respect of the Company or any Restricted
Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Company or any Restricted Subsidiary or the filing by the Company or any
Restricted Subsidiary of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or State law, or the consent by the
Company or any Restricted Subsidiary to the filing of such a petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or any
Restricted Subsidiary or of any substantial part of the property of the Company
or any Restricted Subsidiary, or the making by the Company or any Restricted
Subsidiary of an assignment for the benefit of creditors, or the admission by
the Company or any Restricted Subsidiary in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the
Company or any Restricted Subsidiary in furtherance of any such action; or


 


(9)                                  any other Event of Default provided in or
pursuant to this Indenture with respect to Securities of such series.


 


SECTION 502.                                            Acceleration of Maturity; Rescission and
Annulment.


 


If
an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in Section 501(7) or
(8) that occurs with respect to the Company) occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of such series may declare the
principal of all the Securities of such series, or lesser amount as may be
provided for in the Securities of such series, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such


 


44

















 


principal or such lesser
amount and any accrued interest shall become immediately due and payable. If an
Event of Default specified in Section 501(7) or (8) involving
the Company occurs, the principal of and any accrued interest on the
Outstanding Securities of such series (or such lesser amount as may be provided
for in the Securities of such series) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder of any
Security of that series, become immediately due and payable.


 


At
any time after such a declaration of acceleration with respect to the Securities
of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article, the Holders of a majority in principal amount of the Outstanding
Securities of such series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if


 


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


 


(a)                                  all overdue interest on and Additional
Amounts with respect to all Securities of such series and any Coupon
appertaining thereto,


 


(b)                                 the principal of (and premium, if any, on)
any Securities of such series which have become due otherwise than by such
declaration of acceleration and any interest thereon and any Additional Amounts
with respect thereto at the rate or rates provided therefor in such Securities,


 


(c)                                  to the extent that payment of such interest
or Additional Amounts is lawful, interest upon overdue interest and Additional
Amounts at the rate provided therefor in such Securities, and


 


(d)                                 all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;


 


and


 


(2)                                  all Events of Default with respect to
Securities of such series, other than the non-payment of the principal of, any
premium and interest on, and any Additional Amounts with respect to the
Securities of such 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.


 


45

















 


SECTION 503.                                            Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


The
Company covenants that if


 


(1)                                  default is made in the payment of any
interest on or any Additional Amounts with respect to any Security or any
Coupon appertaining thereto when such interest or Additional Amounts becomes
due and payable and such default continues for a period of 30 days, or


 


(2)                                  default is made in the payment of the
principal of (or premium, if any, on) any Security or any Additional Amounts
with respect thereto at the Maturity thereof,


 


the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and any Coupons appertaining thereto, the whole amount of money then
due and payable with respect to such Securities and any Coupons appertaining
thereto, with interest upon the overdue principal, any premium and, to the
extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest and Additional Amounts at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


If
the Company fails to pay the money it is required to pay the Trustee pursuant
to the preceding paragraph forthwith upon the demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.


 


If
an Event of Default with respect to Securities of any series occurs and is
continuing with respect to Securities of any series at the time Outstanding,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities of such series and any Coupon
appertaining thereto by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or such
Securities or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.


 


46

















 


SECTION 504.                                            Trustee May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company, any Subsidiary
Guarantor or any other obligor upon the Securities of any series or the
property of the Company or its creditors or of any Subsidiary Guarantor or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions, including participation
as a member, voting or otherwise, of any committee of creditors, which would be
authorized under the Trust Indenture Act in order to have claims of the Holders
of Securities or any Coupons and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same subject to this Indenture; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder of Securities or any
Coupons 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 of
Securities or any Coupons, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


Notwithstanding
the foregoing, no provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
of a Security or any Coupon any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or Coupons or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or any Coupon in any such proceeding.


 


SECTION 505.                                            Trustee May Enforce Claims Without
Possession of Securities or Coupons.


 


All
rights of action and claims under this Indenture, any of the Securities or
Coupons or any Subsidiary Guarantee may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or Coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of each and every
Holder of the Securities or Coupons 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 shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium, if any),
interest or any Additional Amounts, upon


 


47

















 


presentation of the
Securities or Coupons or both, as the case may be, 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 607;


 


SECOND:  To the payment of the
amounts then due and unpaid upon the Securities and any Coupons for principal
of (and premium, if any), any interest and any Additional Amounts 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 and Coupons for principal (and premium, if any), any
interest and any Additional Amounts, respectively; and


 


THIRD:  To the payment of the
remainder, if any, to the Company, its successors or assigns, or to whoever may
be lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.


 


SECTION 507.                                            Limitation on Suits.


 


No
Holder of any Security of any series or any Coupons appertaining thereto 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


 


(1)                                  such Holder has previously given written
notice to the Trustee of a continuing Event of Default with respect to the
Securities of such series;


 


(2)                                  the Holders of not less than 25% in principal
amount of the Outstanding Securities of such 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;


 


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


 


(4)                                  the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and


 


(5)                                  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 such series;


 


48

















 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture or
any Security to affect, disturb or prejudice the rights of any other such
Holders or Holders of Securities of any other series, or to obtain or to seek
to obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.


 


SECTION 508.                                            Unconditional Right of Holders to Receive
Principal, Premium, Interest and Additional Amounts.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment
of the principal of (and premium, if any) and (subject to Section 305 and
307) interest on and any Additional Amounts with respect to such Security or
payment of such Coupon, as the case may be, on the respective Stated Maturity
or Maturities therefor expressed in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option
of such Holder if provided in or pursuant to this Indenture, on the date such
repayment is due) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the written consent of
such Holder.


 


SECTION 509.                                            Restoration of Rights and Remedies.


 


If
the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall 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.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 306,
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.


 


49

















 


SECTION 511.                                            Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Security or Coupon 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 of Security or Coupon 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 a majority in principal amount of the Outstanding Securities of any
series 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 with respect to the Securities of such series
and any Coupons appertaining thereto, provided that


 


(1)                                  such direction shall not be in conflict with
any rule of law or with this Indenture or with the Securities of such
series,


 


(2)                                  the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction, and


 


(3)                                  such direction is not unduly prejudicial to
the rights of the other Holders of Securities of such series not joining in
such action or that may involve the Trustee in personal liability.


 


SECTION 513.                                            Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any Coupons appertaining thereto waive any past default
hereunder with respect to such series and its consequences, except a default


 


(1)                                  in the payment of the principal of (or
premium, if any), interest on, or any Additional Amounts with respect to, any
Security of such series or any Coupons appertaining thereto, or


 


50

















 


(2)                                  in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended without the written
consent of the Holder of each Outstanding Security of such series affected.


 


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


 


SECTION 514.                                            Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs, including
legal fees and expenses, against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that this Section 514
shall not be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company, any Subsidiary
Guarantor, the Trustee or any Holder, or group of Holders, holding in the
aggregate at least 10% in principal amount of the Outstanding Securities of any
series, or in any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into Common Stock or other securities in
accordance with its terms.


 


SECTION 515.                                            Waiver of Stay or Extension Laws.


 


The
Company 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 wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


51














 


ARTICLE SIX


 


The Trustee


 


SECTION 601.                                            Certain Duties and Responsibilities.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, 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, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


 


SECTION 602.                                            Notice of Defaults.


 


Subject
to the provisions of Section 603(k), within 90 days after the occurrence
of any default with respect to the Securities of any series, the Trustee shall give
notice of such default to all Holders of Securities of such series and to the
extent provided by the Trust Indenture Act; provided, however, that, except in the case of a default in the payment of the principal
of (or premium, if any), or any interest on, or any Additional Amounts or any
sinking fund or purchase fund installment with respect to, any Security of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further,
that in the case of any default of the character specified in Section 501(5) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


SECTION 603.                                            Certain Rights of Trustee.


 


Subject
to Section 315(a) through 315(d) of the Trust Indenture Act and
the provisions of Section 601:


 


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


 


52

















 


(b)                                 the Trustee may conclusively 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, coupon, 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;


 


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


 


(d)                                 any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order (in each case, other than delivery of any Security, together with
any Coupons appertaining thereto, to the Trustee for authentication and delivery
pursuant to Section 303 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;


 


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


 


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


 


(g)                                 the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of Securities of
any series or any Coupons appertaining thereto pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses (including reasonable
attorney’s fees and expenses) and liabilities which might be incurred by it in
compliance with such request or direction;


 


(h)                                 the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, coupon, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled 


 


53

















 


to
examine the books, records and premises of the Company, personally or by agent
or attorney upon reasonable notice during normal business hours;


 


(i)                                     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;


 


(j)                                     the Trustee shall not be liable for any
action taken or error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts, acted in bad faith
or engaged in willful misconduct;


 


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


 


(l)                                     the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder; and


 


(m)                               the Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with an Act of the Holders hereunder, and, to the extent not so
provided herein, with respect to any act requiring the Trustee to exercise its
own discretion, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture or any Securities,
unless it shall be proved that, in connection with any such action taken,
suffered or omitted or any such act, the Trustee was negligent, acted in bad
faith or engaged in willful misconduct.


 


SECTION 604.                    Not Responsible for Recitals or Issuance of
Securities.


 


The
recitals contained herein and in the Securities, in any Coupons and in any
Subsidiary Guarantee, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company or the applicable Subsidiary
Guarantor as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, the Securities, the Coupons or any Subsidiary
Guarantees except that the Trustee represents that it is duly authorized to
execute and deliver this


 


54

















 


Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility 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 or the proceeds thereof.


 


SECTION 605.                                            May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, any Subsidiary Guarantor or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Section 310(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company, any Subsidiary Guarantor
and any other obligor upon the Securities, any Coupons and any Subsidiary
Guarantees with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 606.                                            Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Company or any Subsidiary Guarantor, as the case may be.


 


SECTION 607.                                            Compensation and Reimbursement.


 


The
Company agrees


 


(1)                                  to pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(2)                                  except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence or bad
faith; and


 


(3)                                  to indemnify each of the Trustee and any
predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense, including 


 


55

















 


taxes
(other than taxes based on the income of the Trustee) incurred without gross
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses, including reasonable attorney’s fees and expenses, of
defending itself against any claim (whether asserted by the Company, any
Subsidiary Guarantor, a Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder.


 


The
Trustee shall have a lien prior to the Securities of any series as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to
funds held in trust for the benefit of the Holders of the Securities or any
Coupons appertaining thereto.


 


When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(7) or Section 501(8), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.


 


The
provisions of this Section shall survive the resignation or removal of the
Trustee and the termination of this Indenture.


 


SECTION 608.                                            Disqualification; Conflicting Interests.


 


If
the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act with respect to the Securities of any series, the
Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, this Indenture.


 


SECTION 609.                                            Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States, any state thereof or the
District of Columbia, that is eligible and satisfies the requirements under Section 310(a)(1),
(2) and (5) of the Trust Indenture Act, has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000 and has its Corporate Trust Office
located in the Borough of Manhattan, The City of New York. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of its 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 


 


56

















 


accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


SECTION 610.                                            Resignation and Removal; Appointment of
Successor.


 


(a)          No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee under Section 611.


 


(b)         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series.


 


(c)          The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the
Company. If an instrument of acceptance by a successor Trustee required by
section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.


 


(d)         If at any time:


 


(1)                                  the Trustee shall fail to comply with the
obligations imposed upon it under Section 310(b) of the Trust
Indenture Act with respect to Securities of any series after written request
therefor by the Company or by any Holder of a Security of such series who has
been a bona fide Holder of a Security of such series for at least six months,
or


 


(2)                                  the Trustee shall cease to be eligible under Section 609
and shall fail to resign after written request therefor by the Company or by
any such Holder, or


 


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


 


57

















 


then, in any such case, (i) the
Company by or pursuant to a Board Resolution may remove the Trustee with
respect to all Securities or the Securities of such series, or (ii) subject
to Section 315(e) of the Trust Indenture Act, any Holder of a
Security who has been a bona fide Holder of a Security of such series 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
with respect to all Securities of such series and the appointment of a
successor Trustee.


 


(e)          If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee with respect to
the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by the Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 611,
any Holder of a Security who has been a bona fide Holder of a Security of such
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 with respect to the Securities of such
series.


 


(f)            The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the Securities of
any series by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Securities of
such series and the address of its Corporate Trust Office.


 


SECTION 611.                                            Acceptance of Appointment by Successor.


 


Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on written request of the Company or the


 


58

















 


successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 1003, shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.


 


Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each 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, 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 that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, 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, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
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 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
or such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates and, subject to Section 1003, shall duly
assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the 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 Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the two paragraphs above of this Section, as the case may be.


 


59














 


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


 


SECTION 612.                                            Merger, Conversion, Consolidation or
Succession to Business.


 


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


 


SECTION 613.                                            Preferential Collection of Claims Against
Company.


 


If
and when the Trustee shall be or become a creditor of the Company, any
Subsidiary Guarantor or any other obligor upon the Securities, any Coupons or
any Subsidiary Guarantee, the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company, any
Subsidiary Guarantor or any such other obligor.


 


SECTION 614.                                            Appointment of Authenticating Agent.


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
of Securities issued upon original issue and upon exchange, registration of
transfer, partial redemption or partial repayment  or pursuant to Section 306, and
Securities so authenticated, shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if such
Securities had been authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be reasonably acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of not
less than $50,000,000 and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes 


 


60

















 


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


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be reasonably acceptable to the Company and shall (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent shall serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the series are issued as
Bearer Securities, publish notice of such appointment at least once in an
Authorized Newspaper in the place where such successor Authenticating Agent has
its principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


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


 


The
provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.


 


If
an Authentication Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


61

















 


Dated:


 


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


 


 


	
   

  	
  [NAME OF TRUSTEE],

  
	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


 


If
all of the Securities of any series may not be originally issued at one time,
and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes
to have Securities of such series authenticated upon original issuance, the
Trustee, if so requested in writing by the Company (which writing need not be
accompanied by or contained in an Officers’ Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.


 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Company


 


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


 


In
accordance with Section 312(a) of the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee:


 


(a)                                  semi-annually with respect to Securities of
each series, not more than 15 days after each Regular Record Date or upon such
other dates as are set forth in or pursuant to the Board Resolution or
indenture supplemental hereto authorizing such series, a list, in each case in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of the Securities of such series as of the applicable date, and


 


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


 


62

















 


excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.


 


SECTION 702.                                            Preservation of Information; Communications
to Holders.


 


(a)                                  The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.


 


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


 


(c)                                  Every Holder of Securities or Coupons, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company, the Trustee, any Paying Agent or any Security Registrar
shall be held accountable by reason of any disclosure of information as to
names and addresses of Holders of Securities or Coupons made pursuant to
applicable law or in accordance with the provisions of this Indenture.


 


SECTION 703.                                            Reports by Trustee.


 


(a)                                  Within 60 days after May 15th of each year commencing with the
first May 15th following the first issuance of Securities
pursuant to Section 301, if required by Section 313(a) of the
Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of
the Trust Indenture Act, a brief report dated as of such May 15th with respect to any of the
events specified in said Section 313(a) which may have occurred since
the later of the immediately preceding May 15th and the date of this Indenture.


 


(b)                                 The Trustee shall transmit the reports
required by Section 313(b) of the Trust Indenture Act at the times
specified therein.


 


(c)                                  Reports pursuant to this Section shall
be transmitted in the manner and to the Persons required by Sections 313(c) and
313(d) of the Trust Indenture Act.


 


Reports
by Company.


 


The
Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:


 


63

















 


(d)                                 file with the Trustee 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 may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act, within 15 days after the same is filed with the Commission; or,
if the Company 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; provided that any such information, documents or reports
filed or furnished with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed to be filed
with the Trustee and Holders as of the time such information, documents or
reports are filed or furnished via EDGAR;


 


(e)                                  file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company, with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations; and


 


(f)                                    transmit to Holders within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (a) and
(b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute notice of
any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


64

















 


ARTICLE EIGHT


 


Merger, Consolidation, Etc.


 


SECTION 801.                                            Mergers, Consolidations and Certain
Transfers, Leases and Acquisitions of Assets.


 


The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:


 


(1)                                  in case the Company shall consolidate with or
merge into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or
trust, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture (or indentures, if at any such time there is
more than one Trustee) supplemental hereto and thereto, as applicable, executed
by the successor Person and delivered to the Trustee, in form satisfactory to
the Trustee or Trustees, as applicable, the due and punctual payment of the
principal of (and premium, if any), interest on and any Additional Amounts with
respect to all the Securities and the performance or observance of every
covenant of this Indenture and the Securities on the part of the Company to be
performed or observed and shall provide for conversion or exchange rights in
accordance with the provisions of the Securities of any series that are
convertible or exchangeable into Common Stock or other securities; and


 


(2)                                  immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having been incurred
by the Company at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing.


 


SECTION 802.                                            Successor Substituted.


 


Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise 


 


65

















 


every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture, the Securities and the Coupons.


 


ARTICLE NINE


 


Supplemental Indentures


 


SECTION 901.                                            Supplemental Indentures Without Consent of
Holders.


 


Without
the consent of any Holders of Securities or Coupons, the Company, when
authorized by a Board Resolution of the Company and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)                                  to evidence the succession of another Person
to the Company and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or


 


(2)                                  to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (as shall be
specified in such supplemental indenture or indentures), or to surrender any
right or power herein conferred upon the Company; or


 


(3)                                  to secure the Securities pursuant to the
requirements of Section 1009 or otherwise; or


 


(4)                                  to cure any ambiguity, to correct or
supplement any provision herein or in any Subsidiary Guarantee which may be
defective or inconsistent with any other provision herein or in any Subsidiary
Guarantee, or to make any other provisions with respect to matters or questions
arising under this Indenture or any Subsidiary Guarantee which shall not
adversely affect the interests of the Holders of Securities of any series then
Outstanding or any Coupons appertaining thereto in any material respect, provided
that any amendment made solely to conform the provisions of this Indenture to
the corresponding description of the Securities contained in the applicable
prospectus or prospectus supplement shall be deemed to not adversely affect the
interests of the Holders; or


 


(5)                                  to add to or change any of the provisions of
this Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional 


 


66

















 


Amounts
with respect to Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be exchanged
for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided
any such action shall not adversely affect the interests of the Holders of
Outstanding Securities of any series or any Coupons appertaining thereto in any
material respect; or


 


(6)                                  to establish the form or terms of Securities
of any series and any Coupons appertaining thereto as permitted by Sections 201
and 301; or


 


(7)                                  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611; or


 


(8)                                  to add to, delete from or revise the
conditions, limitations and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of Securities, as herein set
forth; or


 


(9)                                  to add any additional Events of Default with
respect to all or any series of Securities (as shall be specified in such
supplemental indenture); or


 


(10)                            to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
discharge and defeasance of any series of Securities pursuant to Article Four
and Twelve, provided that any such action shall not adversely affect the
interests of any Holder of an Outstanding Security of such series and any
Coupons appertaining thereto or any other Outstanding Security or Coupon in any
material respect; or


 


(11)                            to make provisions with respect to conversion
or exchange rights of Holders of Securities of any series; or


 


(12)                            to amend or supplement any provision
contained herein or in any supplemental indenture, provided that no such
amendment or supplement shall materially adversely affect the interests of the
Holders of any Securities then Outstanding.


 


67

















 


SECTION 902.                                            Supplemental Indentures with Consent of
Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series, affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution of the Company, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or any Subsidiary Guarantee or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture, the Securities of such series or any Subsidiary Guarantee; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


(1)                                  change the Stated Maturity of the principal
of, or any premium or installment of interest on, or any Additional Amounts
with respect to, any Security, or reduce the principal amount thereof or the
rate (or modify the calculation of such rate in a manner that may reduce such
rate) of interest thereon or any Additional Amounts with respect thereto, or
any premium payable upon the redemption thereof, or otherwise; or change the
obligations of the Company to pay Additional Amounts pursuant to Section 1012
(except as contemplated by Section 801(1) and permitted by Section 901(1))
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, change the redemption provisions or
adversely affect the right of repayment at the option of any Holder as
contemplated by Article Fifteen, or change the Place of Payment, or
Currency in which, the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the date of repayment), or


 


(2)                                  modify the provisions of any Subsidiary
Guarantee or the provisions of this Indenture relating to any such Subsidiary
Guarantee in any way that shall adversely affect the interests of each Holder,
or


 


(3)                                  reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture or reduce the requirements of Section 1704 for quorum or
voting, or


 


68

















 


(4)                                  modify any of the provisions of this Section,
Section 513 or Section 1011 except to increase any such percentage or
to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby; or


 


(5)                                  make any change that adversely affects the
right to convert or exchange any Security into or for Common Stock or other
securities in accordance with its terms.


 


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


 


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


 


SECTION 903.                                            Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


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 theretofore or thereafter authenticated and delivered hereunder and
of any Coupon appertaining thereto shall be bound thereby.


 


69














 


SECTION 905.                                            Reference in Securities to Supplemental
Indentures.


 


Securities
of any 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 any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


SECTION 906.                                            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.


 


ARTICLE TEN


 


Covenants


 


SECTION 1001.                                      Payment of Principal, Premium, Interest and
Additional Amounts.


 


The
Company covenants and agrees for the benefit of the Holders of the Securities
of each series that it will duly and punctually pay the principal of, any
premium and interest on, and any Additional Amounts with respect to, the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.


 


SECTION 1002.                                      Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company or any Subsidiary Guarantor in respect of the Securities of
such series relating thereto, any Subsidiary Guarantees and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, the
Company shall maintain, subject to any laws or regulations applicable thereto,
an Office or Agency in a Place of Payment for such 


 


70

















 


series which is located
outside the United States where Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment; provided, however,
that if the Securities of such series are listed on The Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company shall maintain a Paying Agent in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any
time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at
the place specified for the purpose with respect to such Securities as provided
in or pursuant to this Indenture, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and
demands.


 


Except
as otherwise provided in or pursuant to this Indenture, no payment of
principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at a designated Corporate
Trust Office of the Trustee or any Office or Agency designated by the Company
in the Borough of Manhattan, The City of New York, if (but only if) payment of
the full amount of such principal, premium, interest or Additional Amounts at
all offices outside the United States maintained for such purpose by the
Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions.


 


The
Company may also from time to time designate one or more other Offices or
Agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities of one or more series may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an Office or Agency in each Place of Payment for
Securities for any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other Office or Agency. Unless otherwise
provided in or pursuant to this Indenture, the Company hereby designates as the
Place of Payment for each series of Securities the Borough of Manhattan, The
City of New York, and initially appoints the office of the Trustee at its
Corporate Trust Office as the Office or Agency for the purposes set forth in
the first paragraph of this Section 1002.


 


71

















 


Unless
otherwise specified with respect to any Securities pursuant to Section 301,
if and so long as the Securities of any series (i) are denominated in a
Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate 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 with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on or Additional Amounts with respect to any
of the Securities of such series, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum in the currency or currencies, currency
units or units or composite currency or currencies in which the Securities of such
series is payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay the principal (and
premium, if any) or any interest or Additional Amounts 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 in writing of its action or
failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of (and premium, if any) or
interest on or any Additional Amounts with respect to any Securities of such
series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay such amount, such sum to be held in
trust for the benefit of the Person entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee in writing
of its action or failure so to act.


 


The
Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (i) hold all sums held by it for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to Securities of such 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 provided in or pursuant to this Indenture; (ii) give
the Trustee notice of any default by the Company or any other obligor upon the
Securities of such series in the making of any payment of principal, any
premium or interest on or Additional Amounts with respect to the Securities of
such series; and (iii) during the continuance of such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by 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 


 


72

















 


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.


 


Except
as otherwise provided herein or pursuant hereto and subject to any applicable
abandoned property laws, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) or interest on or any Additional Amounts with respect
to any Security of any series or any Coupon appertaining thereto and remaining
unclaimed for two years after such principal (and premium, if any), interest or
any such Additional Amounts shall have become due and payable shall be paid to
the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or any Coupon appertaining
thereto 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 an
Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing nor
shall it be later than two years after such principal and any premium or
interest or Additional Amounts shall have become due and payable, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION 1004.                                      Statement by Officers as to Default.


 


(1) The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


(2) The
Company shall deliver to the Trustee, as soon as possible and in any event
within 30 days after the Company becomes aware of the occurrence of any Event
of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers’ Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.


 


73

















 


SECTION 1005.                                      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 its corporate
existence.


 


SECTION 1006.                                      Maintenance of Properties.


 


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


 


SECTION 1007.                                      Payment of Taxes and Other Claims.


 


The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Subsidiaries or upon
the income, profits or property of the Company or any of its Subsidiaries, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any of its Subsidiaries; provided, 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 and for which
adequate reserves have been established in accordance with generally accepted
accounting principles and which if unpaid would reasonably not be expected to
result in a material adverse effect on the business, results of operations, or
financial condition of the Company and its Subsidiaries, taken as a whole.


 


SECTION 1008.                                      Maintenance of Insurance.


 


The
Company shall, and shall cause any Subsidiary Guarantors to, keep at all times
all of their properties which are of an insurable nature insured against loss
or damage, and to maintain liability insurance, with insurers believed by the
Company to be responsible to the extent that property of similar character is
usually so insured, or liability insurance usually is so maintained, by
corporations similarly situated and owning like properties in accordance with
good business practice.


 


74

















 


SECTION 1009.                                      Limitation on Liens.


 


The
Company shall not, and shall not permit any Restricted Subsidiary of the
Company to, create, assume or suffer to exist any Lien securing Indebtedness on
(a) any Principal Property now owned or hereafter acquired by the Company
or any Restricted Subsidiary or (b) shares of capital stock or
Indebtedness of any Material Subsidiary owned by or owing to the Company or any
Restricted Subsidiary, or on any income, revenues or rights in respect of any
such capital stock or Indebtedness, unless the Securities shall be equally and
ratably secured. This restriction shall not apply, however, to:


 


(i)                                     Liens existing on the date of this Indenture;
provided that such Liens secure only those obligations which they secure
as of the date of this Indenture;


 


(ii)                                  Liens on any property securing Indebtedness
incurred or assumed after the date of the Indenture for the purposes of
financing all or any part of the cost of purchasing, constructing or improving
such property (including any Capitalized Lease); provided that such Lien
attaches to such property concurrently with or within 180 days after the
purchase, completion of construction or improvement of such property and that
such Lien applies to no other property of the Company or any Subsidiary;


 


(iii)                               any Lien on any property of any Person
existing at the time such Person becomes a Subsidiary of the Company and not
incurred in contemplation of such event;


 


(iv)                              any Lien on any property of any Person
existing at the time such Person is merged or consolidated with or into the
Company or any of its Subsidiaries and not incurred in contemplation of such
event;


 


(v)                                 any Lien on any property existing prior to
the acquisition thereof by the Company or any of its Subsidiaries and not
incurred in contemplation of such acquisition;


 


(vi)                              Liens securing any obligations of any
Subsidiary of the Company to the Company or a Subsidiary;


 


(vii)                           Liens incurred to extend, renew or replace
Liens referred to in clauses (i) through (vi) above; provided
that any such extension, renewal or replacement Lien shall be limited to the
property covered by the Lien extended, renewed or replaced and that the
obligation secured by such new Lien shall not be greater in amount than the
obligations secured by the Lien extended, renewed or replaced (plus an amount
in respect of reasonable financing fees and related transaction costs);


 


75

















 


(viii)                        Liens incurred pursuant to any industrial
revenue bond or similar conduit financing to secure the related Indebtedness,
so long as such Lien is limited to the property of the related project;


 


(ix)                                Liens on Accounts Receivable that are the
subject of a Permitted Receivables Financing (and any related property that
would ordinarily be subjected to a Lien in connection with such Permitted
Receivables Financing, such as proceeds and records);


 


(x)                                   Liens for taxes, governmental assessments,
charges or levies in the nature of taxes not yet due and payable, or Liens for
taxes, governmental assessments, charges or levies in the nature of taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves, to the extent required by GAAP, have been established;


 


(xi)                                Liens imposed by law, which were incurred in
the ordinary course of business and do not secure Indebtedness, such as
carriers’, warehousemen’s, materialmen’s, repairmen’s, and mechanic’s liens and
other similar Liens arising in the ordinary course of business, including
without limitation, Liens in respect of litigation claims made or filed against
the Company or any of its Subsidiaries in the ordinary course of business, and (x) which
do not in the aggregate materially detract from the value of the property or
assets subject to such Lien or materially impair the use of such property in
the operation of the business of the Company and its Subsidiaries or (y) which
are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale of the property or assets
subject to any such Lien;


 


(xii)                             Permitted Encumbrances;


 


(xiii)                          utility deposits and pledges or deposits in
connection with the worker’s compensation, unemployment insurance and other
social security legislation, or to secure the performance of tenders, statutory
obligations, surety, customs and appeal bonds, bids, leases, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);


 


(xiv)                         landlord’s liens under leases to which the
Company or any of its Subsidiaries is a party;


 


(xv)                            Liens arising from precautionary UCC
financing statement or similar filings regarding operating leases; and


 


76

















 


(xvi)                         Liens not otherwise permitted by the
foregoing clauses (i) through (xv) securing Indebtedness in an aggregate
principal amount outstanding at any time not exceeding the greater of (x) $235,000,000
and (y) 15% of Consolidated Net Tangible Assets as at the last day of the
most recently ended fiscal quarter of the Company for which the Company has
publicly issued financial statements.


 


SECTION 1010.                                      Limitations on Sale and Leaseback
Transactions.


 


The
Company shall not enter into, or allow any Restricted Subsidiary of the Company
to enter into, any Sale and Leaseback Transaction except for Sale and Leaseback
Transactions:


 


(i)                                     to which the sole parties are the Company and
one or more Restricted Subsidiaries of the Company;


 


(ii)                                  which do not involve a lease term of more
than three years; or


 


(iii)                               in connection with which the Company or such
Restricted Subsidiary, within 120 days after the effective date of such Sale
and Leaseback Transaction, applies an amount equal to the greater of (a) the
net proceeds of such sale or transfer and (b) the fair value, as
determined by the Company’s Board of Directors at the time of such sale or
transfer, of the Principal Property sold pursuant to the Sale and Leaseback
Transaction,


 


(x)                                   to the repayment or retirement (other than
mandatory repayment or retirement) of Funded Debt of the Company or such
Restricted Subsidiary; or


 


(y)                                 to the purchase of other property that will
constitute Principal Property.


 


SECTION 1011.                                      Waiver of Certain Covenants.


 


The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1005 through 1010, inclusive, with respect
to the Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


 


77

















 


SECTION 1012.                                      Additional Amounts.


 


If
any Securities of a series provide for the payment of Additional Amounts, the
Company agrees to pay to the Holder of any such Security or any Coupon
appertaining thereto Additional Amounts as provided in or pursuant to this
Indenture or such Securities. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or any Coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding the payment of Additional Amounts in those provisions
hereof where such express mention is not made.


 


Except
as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such series.
If any such withholding shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on such
payments to such Holders of Securities or Coupons, and the Company agrees to
pay to the Trustee or such Paying Agent the Additional Amounts required by the
terms of such Securities. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section.


 


78














 


ARTICLE ELEVEN


 


Redemption of Securities


 


SECTION 1101.                                      Applicability of Article.


 


Redemption
of Securities of any series at the election of the Company, as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.


 


SECTION 1102.                                      Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Company of (a) less than all the Securities of any series or (b) all
of the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 5
Business Days prior to the date on which notice of such redemption is given to
Holders of Securities of such series (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of Securities of such series to be redeemed.


 


SECTION 1103.                                      Selection by Trustee of Securities to Be
Redeemed.


 


If
less than all the Securities of any series with the same issue date, interest
rate or formula, Stated Maturity and other terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Registered Security of such series not redeemed to less than the
minimum denomination for a Security of such series established herein or
pursuant hereto.


 


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


 


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


 


79

















 


Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into
Common Stock or exchanged for other securities in part before termination of the
conversion or exchange right with respect to the portion of the Security so
selected, the converted portion of such Security shall be deemed (so far as may
be) to be the portion selected for redemption. Securities which have been
converted or exchanged during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.


 


SECTION 1104.                                      Notice of Redemption.


 


Notice
of redemption shall be given in the manner provided in Section 106, not
less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.


 


Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.


 


All
notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price,


 


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


 


(4)                                  in case any Security is to be redeemed in
part only, the notice which relates to such Security shall state that on and
after the Redemption Date, upon surrender of such Security, the Holder of such
Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,


 


80

















 


(5)                                  that on the Redemption Date, the Redemption
Price will become due and payable upon each such Security or portion thereof to
be redeemed, and, if applicable, that interest thereon will cease to accrue on
and after said date,


 


(6)                                  the place or places where such Securities,
together (in the case of Bearer Securities) with all Coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be surrendered for
payment of the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto,


 


(7)                                  that the redemption is for a sinking fund, if
such is the case,


 


(8)                                  that, unless otherwise specified in such
notice, Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all Coupons maturing subsequent to the date fixed for
redemption or the amount of any such missing Coupon or Coupons will be deducted
from the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee, any Subsidiary Guarantor and any Paying Agent is
furnished,


 


(9)                                  if Bearer Securities of any series are to be
redeemed and no Registered Securities of such series are to be redeemed, and if
such Bearer Securities may be exchanged for Registered Securities not subject
to redemption on the Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be made,


 


(10)                            in the case of Securities of any series that
are convertible into Common Stock or exchangeable for other securities, the
conversion or exchange price or rate, the date or dates on which the right to
convert or exchange the principal of the Securities of such series to be
redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and


 


(11)                            the CUSIP number and/or similar numbers of
such Securities, if any (or any other numbers used by a Depositary to identify
such Securities).


 


A
notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s written request, by the Trustee in
the name and at the expense of the Company.


 


81

















 


SECTION 1105.                                      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 the applicable Currency sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 or in the Securities of such
series) any accrued interest on, and Additional Amounts with respect to, all
such Securities or portions thereof which are to be redeemed on that date.


 


SECTION 1106.                                      Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the
Bearer Securities of such series, installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of Coupons for such interest (at an Office
or Agency located outside the United States except as otherwise provided in Section 1002),
and provided, further, that, except as otherwise specified
in or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates therefore according to their
terms and the provisions of Section 307.


 


If
any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them, any
Subsidiary Guarantor and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that any interest or Additional
Amounts represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 1002.


 


82

















 


If
any Security 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 provided therefor in the
Security.


 


SECTION 1107.                                      Securities Redeemed in Part.


 


Any
Registered Security which is to be redeemed only in part shall be surrendered
at an Office or Agency of the Company for such Security (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities
of the same series, (each with, if applicable, a Subsidiary Guarantee of each
Subsidiary Guarantor executed by such Subsidiary Guarantor), containing
identical terms and provisions, 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 so surrendered. If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the U.S. Depositary or other
Depositary for such Security in global form as shall be specified in the
Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.


 


ARTICLE TWELVE


 


Defeasance and Covenant Defeasance


 


SECTION 1201.                                      Company’s Option to Effect Defeasance or
Covenant Defeasance.


 


Unless
pursuant to Section 301, either or both of (i) defeasance of the
Securities of or within a series under Section 1202 shall not be
applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under Section 1203
shall not be applicable with respect to the Securities of such series, then
such provisions, together with the other provisions of this Article (with
such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have either Section 1202 or Section 1203
be applied to such Outstanding Securities and any Coupons appertaining thereto
upon compliance with the conditions set forth below in this Article Twelve.


 


83

















 


SECTION 1202.                                      Defeasance and Discharge.


 


Upon
the Company’s exercise of the option provided in Section 1201 applicable
to this Section with respect to any Securities of or within a series, the
Company  shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any Coupons appertaining thereto on and after the date the conditions set forth
in Section 1204 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that (a) the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any Coupons appertaining thereto, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 1205
and the other sections of this Indenture referred to in clauses (i) and (ii) below,
and to have satisfied all its other obligations under such Securities and any
Coupons appertaining thereto and this Indenture insofar as such Securities and
any Coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same) and (b) any
Subsidiary Guarantor shall be released from all of its obligations under its
Subsidiary Guarantee, except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Outstanding Securities and any Coupons appertaining thereto to receive,
solely from the trust fund described in Section 1204 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and any interest on, and any Additional Amounts with respect to, such
Securities and any Coupons appertaining thereto when such payments are due, and
any rights of such Holder to convert such Securities into Common Stock or
exchange such Securities for other securities, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Sections 304,
305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts,
if any, on such Securities as contemplated by Section 1012 (but only to
the extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to Section 1204(a) below),
and with respect to any rights to convert such Securities into Common Stock or
exchange such Securities for other securities, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Article Twelve.
Subject to compliance with this Article Twelve the Company may exercise
its option under this Section 1202 notwithstanding the prior exercise of
its option under Section 1203 with respect to such Securities and any
Coupons appertaining thereto.


 


SECTION 1203.                                      Covenant Defeasance.


 


Upon
the Company’s exercise of the option provided in Section 1201 applicable
to this Section with respect to any Securities of or within a series, (i) the
Company  shall be released from its
obligations under Sections 1006 through 1010 inclusive, and Section 801
and, to the extent specified pursuant to Section 301(19), any other
covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto and (ii) the occurrence of
an event specified in Sections 501(5) (with respect to any of Sections
1006 through 1010, inclusive) and 501(4) shall not be deemed to be an
Event of Default on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any
Coupons appertaining thereto shall thereafter be deemed to be not 


 


84

















 


“Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and Coupons appertaining thereto: (a) the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any
such Section, Clause or Article to any other provision herein or in any
other document and (b) any Subsidiary Guarantors shall be released from
all of their obligations under their Subsidiary Guarantees; but the remainder
of this Indenture and such Securities and Coupons appertaining thereto shall be
unaffected thereby.


 


SECTION 1204.                                      Conditions to Defeasance or
Covenant Defeasance.


 


The
following shall be the conditions to application of either Section 1202 or
Section 1203 to any Outstanding Securities of or within a series and any
Coupons appertaining thereto:


 


(1)                                  The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 609, who shall agree to comply with the provisions
of this Article Twelve 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 and any
Coupons appertaining thereto, (A) an amount in Dollars or in such Foreign
Currency in which such Securities and any Coupons appertaining thereto are then
specified as payable, or (B) 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 of principal of (and premium, if any) and interest, if any, on such
Securities and any Coupons appertaining thereto, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (y) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any Coupons appertaining thereto at the Stated Maturity of such
principal, premium or interest (including any Redemption Date that the Company
irrevocably specifies at the time of such defeasance or covenant defeasance)
and (z) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any Coupons appertaining thereto
on the days on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any Coupons appertaining
thereto.


 


(2)                                  In the case of an election under Section 1202,
the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling, or (y) since 


 


85

















 


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
shall confirm that, the Holders of such Outstanding Securities and any Coupons
appertaining thereto will not recognize gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and
discharge had not occurred.


 


(3)                                  In the case of an election under Section 1203,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such 
Outstanding Securities and any Coupons appertaining thereto will not
recognize gain or loss for Federal income tax purposes as a result of such
deposit and covenant defeasance and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance had not occurred.


 


(4)                                  The Company shall have delivered to the
Trustee an Officers’ Certificate to the effect that such Securities, if then
listed on any securities exchange or approved for trading in any automated
quotation system, will not be delisted or disapproved for such trading as a
result of such deposit.


 


(5)                                  No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect
to such Securities and any Coupons appertaining thereto shall have occurred and
be continuing on the date of such deposit or, insofar as subsections 501(7) and
(8) are concerned, at any time during the period ending on the 90th day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).


 


(6)                                  Such defeasance or covenant defeasance shall
not cause the Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming all such Securities are in default within the
meaning of such Act).


 


(7)                                  Such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Company is a party or by which it is
bound.


 


(8)                                  The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under Section 1202
or the covenant defeasance under Section 1203 (as the case may be) have
been complied with.


 


86

















 


(9)                                  Such defeasance or covenant defeasance shall
not result in the Trustee or the trust arising from such deposit constituting
an investment company as defined in the Investment Company Act of 1940, as
amended from time to time, or such trust shall be qualified under such act or
exempt from regulation thereunder and the Company shall have delivered to the
Trustee an Opinion of Counsel to that effect.


 


(10)                            Notwithstanding any other provisions of this
Section, such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 301.


 


SECTION 1205.                                      Deposited Money and 
Government Obligations to be Held in Trust; Other
Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section 301)(including
the proceeds thereof) deposited with the Trustee (or other qualifying
trustee—collectively, for purposes of this Section 1205, the “Trustee”)
pursuant to Section 1204 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto 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
and any Coupons appertaining thereto, of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional Amounts,
if any; but such money and Government Obligation need not be segregated from
other funds except to the extent required by law.


 


Unless
otherwise specified in or pursuant to this Indenture or any Security, if, after
a deposit referred to in Section 1204(1) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to Section 1204(1) has
been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to 1204(1) has
been made, the indebtedness represented by such Security and any Coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made
pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


87

















 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1204 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 Outstanding Securities and any Coupons
appertaining thereto.


 


Anything
in this Article Twelve to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request and be
relieved of all liability with respect to any money or Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1204
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 an equivalent defeasance or covenant defeasance.


 


In
the case where an election is made under Section 1203 with respect to a
Security and the Security is declared due and payable because of the occurrence
of any Event of Default (other than an Event of Default with respect to any
covenant as to which there has been covenant defeasance), if the amount in
Dollars or Foreign Currency in which the Security is payable, and Government
Obligations on deposit with the Trustee, will be sufficient to pay amounts due
on the Security at the time of the Stated Maturity or earlier redemption but is
not sufficient to pay amounts due on the Security at the time of the
acceleration resulting from the Event of Default, the Company shall remain
liable to make payment of the amounts due at the time of acceleration.


 


SECTION 1206.                                      Reinstatement.


 


If
the Trustee or the Paying Agent is unable to apply any money in accordance with
Section 1202 or 1203 by  reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Twelve
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 1202 or 1203; provided, however,
that if the Company makes any payment of principal of (and premium, if any) or
interest on, or any Additional Amounts with respect to any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or the Paying Agent.


 


88














 


ARTICLE THIRTEEN


 


Subsidiary Guarantee


 


SECTION 1301.                                      [Reserved].


 


SECTION 1302.                                      Subsidiary Guarantors.


 


Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Subsidiary of the Company shall become a subsidiary guarantor
under, and as such term is defined in, the Credit Agreement, the Company shall
cause such Subsidiary concurrently to become a Subsidiary Guarantor by
executing and delivering to the Trustee (a) a Subsidiary Guarantee
substantially in the form established pursuant to Annex A or the form as
otherwise established pursuant to Section 301 and (b) an Opinion of
Counsel to the effect that such Subsidiary Guarantee has been duly authorized
and executed by such Person and constitutes the valid, binding and enforceable
obligation of such Person (subject to customary exceptions concerning
creditors’ rights and equitable principles).


 


A
Subsidiary Guarantee shall be executed by manual signature on behalf of each
respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President or Chief Financial Officer or Vice Presidents, attested by its
Secretary or Assistant Secretary.


 


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


 


SECTION 1303.                                      Subsidiary Guarantors May Consolidate,  Etc., on Certain Terms.


 


Nothing
contained in this Indenture or in any Securities shall prevent any consolidation
or merger of any Subsidiary Guarantor with or into the Company or any
other  Subsidiary Guarantor or shall
prevent any sale or conveyance of the property of any Subsidiary Guarantor as
an entirety or substantially as an entirety to the Company or any other
Subsidiary Guarantor.


 


89

















 


SECTION 1304.                                      Release of Subsidiary Guarantors.


 


If
a Subsidiary Guarantor is no longer a subsidiary guarantor under, and as such
term is defined in, the Credit Agreement, and if the Company shall deliver to
the Trustee an Officers’ Certificate certifying to that effect as of the date
of such Officers’ Certificate, then automatically, without the requirement of
any further action by the Company, such Subsidiary or the Trustee, such
Subsidiary shall cease to be a Subsidiary Guarantor hereunder and shall have no
further obligation or liability under its Subsidiary Guarantee. The Trustee
shall, at the Company’s expense, execute and deliver such instruments as the
Company may reasonably request to evidence such termination.


 


ARTICLE FOURTEEN


 


Sinking Funds


 


SECTION 1401.                                      Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise permitted or required
in or pursuant to this Indenture or any Security of such series issued pursuant
to this Indenture.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1402. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.


 


SECTION 1402.                                      Satisfaction of Sinking Fund Payments with
Securities.


 


The
Company may, in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of any series to be made pursuant to the terms
of such Securities, accompanied by a written notice to the Trustee, (1) deliver
Outstanding Securities of such series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), together in the case of any
Bearer Securities of such series with all unmatured Coupons appertaining
thereto, and (2) apply as a credit Securities of such series which have
been redeemed either at the election of the Company pursuant to the terms of
such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided
that 


 


90

















 


such series of Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly. If, as a
result of the delivery or credit of Securities of any series in lieu of cash
payments pursuant to this Section 1402, the principal amount of Securities
of such series to be redeemed in order to satisfy the remaining sinking fund
payment shall be less than $100,000, the Trustee need not call Securities of
such series for redemption, except upon Company Request, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall at the request of the Company from time to
time pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.


 


SECTION 1403.                                      Redemption of Securities for Sinking Fund.


 


Not
less than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 1402, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so credited and not theretofore
delivered. If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.


 


ARTICLE FIFTEEN


 


Repayment at the Option of Holders


 


SECTION 1501.                                      Applicability of Article.


 


Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 309, 


 


91

















 


shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section 1501,
in connection with any repayment of Securities, the Company may arrange for the
purchase of any Securities by an agreement with one or more investment bankers
or other purchasers to purchase such Securities by paying to the Holders of
such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price
of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.


 


ARTICLE SIXTEEN


 


Securities in Foreign Currencies


 


SECTION 1601.                                      Applicability of Article.


 


Whenever
this Indenture provides for (i) any action by, or the determination of any
of the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, or (ii) any distribution
to Holders of Securities, in the absence of any provision to the contrary in
the form of Security of any particular series or pursuant to this Indenture or
the Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or distribution)
as the Company may specify in a written notice to the Trustee.


 


ARTICLE SEVENTEEN


 


Meetings of Holders of Securities


 


SECTION 1701.                                      Purposes for Which Meetings May Be
Called.


 


A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.


 


92

















 


SECTION 1702.                                      Call, Notice and Place of Meetings.


 


(1) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1701, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or, if Securities
of such series have been issued in whole or in part as Bearer Securities, in
London or in such place outside the United States as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.


 


(2) In
case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1701, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 106)
or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section.


 


SECTION 1703.                                      Persons Entitled to Vote at Meetings.


 


To
be entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.


 


SECTION 1704.                                      Quorum; Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for any meeting of Holders of
Securities of such series. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the 


 


93

















 


absence of a quorum at any
reconvened meeting, such reconvened meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such reconvened meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 1702(1),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.


 


Except
as limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.


 


Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on
all the Holders of Securities of such series and the Coupons appertaining thereto,
whether or not such Holders were present or represented at the meeting.


 


SECTION 1705.                                      Determination of Voting Rights; Conduct and
Adjournment of Meetings.


 


(1) Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of such series in regard to proof of the holding of Securities of such series
and of the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104 or by
having the signature of the person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof.


 


94

















 


(2) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1702(2), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


 


(3) At
any meeting, each Holder of a Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount of Securities of such
series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.


 


(4) Any
meeting of Holders of Securities of any series duly called pursuant to Section 1702
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


SECTION 1706.                                      Counting Votes and Recording Action of
Meetings.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1702 and, if applicable, Section 1704.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


 


95

















 






 


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


 


96

















 


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


 


	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


97














 


ANNEX A — Form of Subsidiary Guarantee


 


Form of Subsidiary Guarantee


 


SUBSIDIARY GUARANTEE


 


For
value received, the Subsidiary Guarantor named below, as of the date hereof,
hereby unconditionally guarantees to the Holders of [insert title of Securities] (the “Securities”), issued
pursuant to an Indenture dated as of       
, 2009 between Sealed Air Corporation (the “Company”) and U.S. Bank,
National Association, as Trustee (the “Indenture”), for the benefit of whom this
Subsidiary Guarantee is executed and delivered, and to the Trustee on behalf of
such Holders, the due and punctual payment of the principal of (and premium, if
any), interest on (and Additional Amounts, if any) such Securities when and as
the same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, or otherwise, according to the terms
thereof, [insert if applicable: any
Coupons appertaining thereto] and of the Indenture referred to therein. In case
of the failure of the Company punctually to make any such payment, the
Subsidiary Guarantor hereby agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by acceleration, call for redemption, or otherwise, and as if such
payment were made by the Company.


 


The
Subsidiary Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or the Indenture, the absence of any action to enforce the same,
any creation, exchange, release or non-perfection of any Lien on any collateral
for, or any release or amendment or waiver of any term of any other guarantee
of, or any consent to departure from any requirement of any other guarantee of,
all or of any of the Securities, the election by the Trustee or any of the
Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the
application of Section 1111(b)(2) of the Bankruptcy Code, any
borrowing or grant of a security interest by the Company, as
debtor-in-possession, under Section 364 of the Bankruptcy Code, the
disallowance, under Section 502 of the Bankruptcy Code, of all or any
portion of the claims of the Trustee or any of the Holders for payment of any
of the Securities, any waiver or consent by the Holder of such Security or by
the Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Subsidiary
Guarantor hereby waives the benefits of diligence, presentment, demand of
payment, any requirement that the Trustee or any of the Holders protect,
secure, perfect or insure any security interest in or other Lien on any
property subject thereto or exhaust any right or take any action against the
Company or any other Person or any collateral, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this 


 


A-1

















 


Subsidiary Guarantee will
not be discharged, while it remains a Subsidiary Guarantor, except by complete
performance of the obligations contained in such Security and in this
Subsidiary Guarantee. The Subsidiary Guarantor hereby agrees that, in the event
of a default in payment of principal (or premium, if any) or interest on (or
Additional Amounts, if any) such Security, whether at their Stated Maturity, by
acceleration, call for redemption, or otherwise, legal proceedings may be
instituted by the Trustee on behalf of, or by, the Holder of such Security,
subject to the terms and conditions set forth in the Indenture, directly
against the Subsidiary Guarantor to enforce this Subsidiary Guarantee without
first proceeding against the Company. The Subsidiary Guarantor agrees that if,
after the occurrence and during the continuance of an Event of Default, the
Trustee or any of the Holders are prevented by applicable law from exercising
their respective rights to accelerate the maturity of the Securities, to
collect interest on the Securities, or to enforce or exercise any other right
or remedy with respect to the Securities, the Subsidiary Guarantor agrees to
pay to the Trustee for the account of the Holders, upon demand therefor, the
amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Trustee or any of the Holders.


 


No
reference herein to the Indenture and no provision of this Subsidiary Guarantee
or of the Indenture shall alter or impair the Subsidiary Guarantee of the
Subsidiary Guarantor, which is absolute and unconditional, of the due and
punctual payment of the principal (and premium, if any) and interest (and
Additional Amounts, if any) on the Securities.


 


The
Subsidiary Guarantor shall be subrogated to all rights of the Holders of the
Securities against the Company in respect of any amounts paid by the Subsidiary
Guarantor on account of the Securities pursuant to the provisions of this
Subsidiary Guarantee; provided, however, that the Subsidiary
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest (and Additional Amounts, if any) on all of the Securities
issued under the Indenture shall have been paid in full.


 


This
Subsidiary Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company’s assets.


 


The
obligations of the Subsidiary Guarantor hereunder are limited to the maximum
amount that would cause the obligations of the Subsidiary Guarantor under this
Subsidiary Guarantee not to constitute a fraudulent conveyance or fraudulent
transfer under Federal or State law, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor (including,
without limitation, any guarantees under the Credit Agreement) and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations set forth in the following paragraph. To the fullest extent
permitted by law, this Subsidiary Guarantee shall continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the 


 


A-2

















 


Securities is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Securities, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.


 


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


 


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


 


Notwithstanding
any other provision of this Subsidiary Guarantee or the Indenture, the
Subsidiary Guarantor shall be released from this Subsidiary Guarantee if and
when it ceases to be a subsidiary guarantor under, and as such term is defined
in, the Credit Agreement, as provided in the Indenture.


 


No
stockholder, officer, director, employer or incorporator, past, present or
future, of the Subsidiary Guarantor, as such, shall have any personal liability
under any Subsidiary Guarantee by reason of his, her or its status as such
stockholder, officer, director, employer or incorporator.


 


All
terms used in this Subsidiary Guarantee shall have the meanings assigned to
them in the Indenture.


 


This
Subsidiary Guarantee shall not be valid or obligatory for any purpose until
delivered to the Trustee.


 


A-3

















 


THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


A-4

















 


IN
WITNESS WHEREOF, the Subsidiary Guarantor has caused this Subsidiary Guarantee
to be duly executed.


 


 


	
   

  	
  [                   ]

  
	
   

  	
  As Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  [Officer]

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


A-5