exv4w1






Exhibit 4.1




EXECUTION VERSION




 





The GEO Group, Inc.




as Issuer



and



Correctional Properties Prison Finance LLC, Correctional Services Corporation, CPT Limited

Partner, LLC, CPT Operating Partnership LP, GEO Acquisition II, Inc., GEO Care, Inc., GEO

Holdings I, Inc., Public Properties Development and Leasing LLC, GEO RE Holdings LLC,

GEO Transport, Inc., Just Care, Inc, Cornell Companies, Inc., Cornell Companies Management

Holdings, LLC, Cornell Companies Administration LLC, Cornell Corrections Management, Inc.,

CCGI Corporation, Cornell Companies Management Services LP, Cornell Companies

Management, LP, Cornell Corrections of Alaska. Inc., Cornell Corrections of California, Inc.,

Cornell Corrections of Texas, Inc., Cornell Corrections of Rhode Island, Inc., Cornell

Interventions, Inc., Correctional Systems, Inc. , WBP Leasing, Inc., Cornell Abraxas Group, Inc.,

WBP Leasing, LLC, BII Holding Corporation, BII Holding I Corporation, Behavioral Holding

Corp., Behavioral Acquisition Corp. and B.I. Incorporated



as Initial Guarantors



and



Wells Fargo Bank, National Association,



as Trustee



 





INDENTURE

Dated as of February 10, 2011




 






65/8% SENIOR NOTES DUE 2021




 






 









 









CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	310
	 	(a)(1)	 	7.10
	 
	 	(a)      (2)	 	7.10
	 
	 	(a)      (3)	 	N.A.
	 
	 	(a)      (4)	 	N.A.
	 
	 	(a)      (5)	 	7.10
	 
	 	(b)	 	7.10
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	7.11
	 
	 	(b)	 	7.11
	 
	 	(c)	 	N.A.
	312
	 	(a)	 	2.06
	 
	 	(b)	 	12.03
	 
	 	(c)	 	12.03
	313
	 	(a)	 	7.06
	(b)
	 	(1)	 	N.A.
	(b)
	 	(2)	 	7.06, 7.07
	 
	 	(c)	 	7.06,                                                                                                 12.02
	 
	 	(d)	 	7.06
	314
	 	(a)	 	12.05
	 
	 	(b)	 	 N.A.
	 
	 	(c)      (1)	 	N.A.
	 
	 	(c)      (2)	 	N.A.
	 
	 	(c)      (3)	 	N.A.
	 
	 	(d) 	 	N.A.
	 
	 	(e) 	 	12.05
	 
	 	(f)	 	 N.A.
	315
	 	(a) 	 	 N.A.
	 
	 	(b)	 	 N.A.
	 
	 	(c) 	 	 N.A.
	 
	 	(d) 	 	 N.A.
	 
	 	(e) 	 	 N.A.
	316
	 	(a) (last sentence)	 	N.A.
	 
	 	(a)(1)(A)	 	N.A.
	 
	 	(a)(1)(B)	 	N.A.
	 
	 	(a)(2)	 	N.A.
	 
	 	(b)	 	N.A.
	 
	 	(c)	 	12.14








 




			
	N.A. means not applicable.
	 
	*	 	This Cross-Reference Table is not part of the Indenture.




 









 











	 	 	 	 	 

	317
	 	(a)(1)	 	N.A.
	 
	 	(a)(2)	 	N.A.
	 
	 	(b)	 	N.A.
	318
	 	(a)	 	N.A.
	 
	 	(b)	 	N.A.
	 
	 	(c)	 	12.01






 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	CROSS-REFERENCE TABLE
	 	 	i	 
	 
	 	 	 	 
	ARTICLE ONE
	 	 	 	 
	DEFINITIONS AND INCORPORATION
	 	 	 	 
	BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	25	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	26	 
	Section 1.04 Rules of Construction
	 	 	26	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	27	 
	Section 2.02 Execution and Authentication
	 	 	27	 
	Section 2.03 Methods of Receiving Payments on the Notes
	 	 	29	 
	Section 2.04 Registrar and Paying Agent
	 	 	29	 
	Section 2.05 Paying Agent to Hold Money in Trust
	 	 	29	 
	Section 2.06 Holder Lists
	 	 	30	 
	Section 2.07 Transfer and Exchange
	 	 	30	 
	Section 2.08 Replacement Notes
	 	 	42	 
	Section 2.09 Outstanding Notes
	 	 	42	 
	Section 2.10 Treasury Notes
	 	 	43	 
	Section 2.11 Temporary Notes
	 	 	43	 
	Section 2.12 Cancellation
	 	 	43	 
	Section 2.13 Defaulted Interest
	 	 	44	 
	Section 2.14 CUSIP Numbers
	 	 	44	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	REDEMPTION AND PREPAYMENT;
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	44	 
	Section 3.02 Selection of Notes to Be Redeemed
	 	 	44	 
	Section 3.03 Notice of Redemption
	 	 	45	 
	Section 3.04 Effect of Notice of Redemption
	 	 	46	 
	Section 3.05 Deposit of Redemption Price
	 	 	46	 
	Section 3.06 Notes Redeemed in Part
	 	 	46	 
	Section 3.07 Optional Redemption
	 	 	46	 
	Section 3.08 Repurchase Offers
	 	 	47	 
	Section 3.09 Application of Trust Money
	 	 	49	 






i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE FOUR
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	49	 
	Section 4.02 Maintenance of Office or Agency
	 	 	50	 
	Section 4.03 Reports
	 	 	50	 
	Section 4.04 Compliance Certificate
	 	 	51	 
	Section 4.05 Taxes
	 	 	52	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	52	 
	Section 4.07 Restricted Payments
	 	 	52	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	55	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	57	 
	Section 4.10 Asset Sales
	 	 	60	 
	Section 4.11 Transactions with Affiliates
	 	 	63	 
	Section 4.12 Liens
	 	 	64	 
	Section 4.13 Business Activities
	 	 	64	 
	Section 4.14 Offer to Repurchase upon a Change of Control
	 	 	64	 
	Section 4.15 Designation of Restricted and Unrestricted Subsidiaries
	 	 	65	 
	Section 4.16 Payments for Consent
	 	 	66	 
	Section 4.17 Sale and Leaseback Transactions
	 	 	66	 
	Section 4.18 Additional Note Guarantees
	 	 	66	 
	Section 4.19 Changes in Covenants When Notes Rated Investment Grade
	 	 	67	 
	Section 4.20 Liquidated Damages Notice
	 	 	68	 
	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets
	 	 	68	 
	Section 5.02 Successor Corporation Substituted
	 	 	69	 
	 
	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	70	 
	Section 6.02 Acceleration
	 	 	71	 
	Section 6.03 Other Remedies
	 	 	72	 
	Section 6.04 Waiver of Past Defaults
	 	 	72	 
	Section 6.05 Control by Majority
	 	 	72	 
	Section 6.06 Limitation on Suits
	 	 	73	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	73	 
	Section 6.08 Collection Suit by Trustee
	 	 	73	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	74	 
	Section 6.10 Priorities
	 	 	74	 
	Section 6.11 Undertaking for Costs
	 	 	75	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE SEVEN
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	75	 
	Section 7.02 Certain Rights of Trustee
	 	 	76	 
	Section 7.03 Individual Rights of Trustee
	 	 	77	 
	Section 7.04 Trustee’s Disclaimer
	 	 	77	 
	Section 7.05 Notice of Defaults
	 	 	77	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	78	 
	Section 7.07 Compensation and Indemnity
	 	 	78	 
	Section 7.08 Replacement of Trustee
	 	 	79	 
	Section 7.09 Successor Trustee by Merger, Etc.
	 	 	80	 
	Section 7.10 Eligibility; Disqualification
	 	 	80	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	80	 
	Section 7.12 Trustee’s Application for Instructions from the Company
	 	 	80	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	81	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	81	 
	Section 8.03 Covenant Defeasance
	 	 	81	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	82	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	83	 
	Section 8.06 Repayment to the Company
	 	 	84	 
	Section 8.07 Reinstatement
	 	 	84	 
	 
	 	 	 	 
	ARTICLE NINE
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	84	 
	Section 9.02 With Consent of Holders of Notes
	 	 	85	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	87	 
	Section 9.04 Revocation and Effect of Consents
	 	 	87	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	87	 
	Section 9.06 Trustee to Sign Amendments, Etc.
	 	 	87	 
	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	NOTE GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Guarantee
	 	 	88	 
	Section 10.02. Limitation on Guarantor Liability
	 	 	89	 
	Section 10.03. Execution and Delivery of a Supplemental Indenture
Relating to a Note Guarantee
	 	 	89	 
	Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms
	 	 	90	 
	Section 10.05. Release of a Guarantor
	 	 	90	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE ELEVEN
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	91	 
	Section 11.02 Deposited Money and Government
Securities to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	92	 
	Section 11.03 Repayment to the Company
	 	 	92	 
	 
	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	92	 
	Section 12.02 Notices
	 	 	93	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	94	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	94	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	94	 
	Section 12.06 Rules by Trustee and Agents
	 	 	95	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	95	 
	Section 12.08 Governing Law
	 	 	95	 
	Section 12.09 Consent to Jurisdiction
	 	 	95	 
	Section 12.10 No Adverse Interpretation of Other Agreements
	 	 	96	 
	Section 12.11 Successors
	 	 	96	 
	Section 12.12 Severability
	 	 	96	 
	Section 12.13 Counterpart Originals
	 	 	96	 
	Section 12.14 Acts of Holders
	 	 	96	 
	Section 12.15 Benefit of Indenture
	 	 	97	 
	Section 12.16 Table of Contents, Headings, Etc.
	 	 	98	 
	Section 12.17 Waiver of Jury Trial
	 	 	98	 
	Section 12.18 Force Majeure
	 	 	98	 
	Section 12.19 U.S.A. Patriot Act
	 	 	98	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            FORM OF NOTE
	 	 	 	 
	 
	 	 	 	 
	Exhibit B            FORM OF CERTIFICATE OF TRANSFER
	 	 	 	 
	 
	 	 	 	 
	Exhibit C            FORM OF CERTIFICATE OF EXCHANGE
	 	 	 	 
	 
	 	 	 	 
	Exhibit D            FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
INVESTOR
	 	 	 	 
	 
	 	 	 	 
	Exhibit E            FORM OF SUPPLEMENTAL INDENTURE
	 	 	 	 






iv









 





          INDENTURE dated as of February 10, 2011 among The GEO Group, Inc., a Florida corporation (the
“Company”), the Initial Guarantors (as defined herein) and Wells Fargo Bank, National Association,
a national banking association, as Trustee.


          The Company and the Trustee (as defined below) agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders (as defined
below) of the 65/8% Senior Notes
due 2021:



ARTICLE ONE

DEFINITIONS AND INCORPORATION

BY REFERENCE




Section 1.01 Definitions.



          “144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that shall be issued in a denomination
equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.


          “Acquired Debt” means, with respect to any specified Person: (i) Indebtedness of any other
Person existing at the time such other Person is merged with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.


          “Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than
the Notes issued on the date hereof) issued under this Indenture in accordance with Sections 2.02,
4.09 and 9.01 hereof.


          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will
be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by”
and “under common control with” shall have correlative meanings.


          “Agent” means any Registrar, Paying Agent or co-registrar.


          “Applicable Premium” means, with respect to a Note at any date of redemption, the greater of
(i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such
date of redemption of (1) the redemption price of such Note at February 15, 2016 (such redemption
price as described in Section 3.07 hereof) plus (2) all remaining required interest payments due on
such Note through February 15, 2016 (excluding accrued but unpaid



 









 








interest to the date of redemption), computed using a discount rate equal to the Treasury Rate
plus 50 basis points, over (B) the principal amount of such Note.



          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.


          “Asset Sale” means:




     (1) the sale, lease, transfer, conveyance or other disposition of any assets or rights;
provided that the sale, lease, conveyance, transfer or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by Sections 4.14 and/or 5.01 hereof and not by Section 4.10 hereof;
and




     (2) the issuance or sale by the Company or any of its Restricted Subsidiaries of Equity
Interests of any of the Company’s Subsidiaries.



Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:





     (i) any single transaction or series of related transactions that involves the sale of
assets or the issuance or sale of Equity Interests of a Restricted Subsidiary having a fair
market value of less than $10.0 million;




     (ii) a transfer of assets by the Company to any of its Restricted Subsidiaries or by
any Restricted Subsidiary to the Company or any other Restricted Subsidiary;




     (iii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary;




     (iv) the sale or lease of equipment, inventory, accounts receivable or other assets in
the ordinary course of business;




     (v) the sale or other disposition of cash or Cash Equivalents; and




     (vi) a Restricted Payment or Permitted Investment that is permitted by Section 4.07
hereof.


     “Asset Swap” means an exchange of assets other than cash, Cash Equivalents or Equity Interests
of the Company or any Subsidiary by the Company or a Restricted Subsidiary of the Company for:




     (1) one or more Permitted Businesses;




     (2) a controlling equity interest in any Person that becomes a Restricted Subsidiary
whose assets consist primarily of one or more Permitted Businesses; and/or




     (3) one or more real estate properties.



2









 




          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.


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


          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” shall have a corresponding meaning.


          “Board of Directors” means: (1) with respect to a corporation, the board of directors of the
corporation; (2) with respect to a partnership, the board of directors of the general partner of
the partnership; and (3) with respect to any other Person, the board or committee of such Person
serving a similar function.


          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.


          “Business Day” means any day which is not a Legal Holiday.


          “Capital Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.


          “Capital Stock” means (1) in the case of a corporation, corporate stock; (2) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or limited); and (4) any
other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.


          “Cash Equivalents” means (1) United States dollars; (2) Government Securities having
maturities of not more than one year from the date of acquisition; (3) readily marketable direct
obligations issued by any state of the United States of America or any political subdivision
thereof having one of the two highest ratings obtainable from either Moody’s or Standard & Poor’s
with maturities of 12 months or less from the date of acquisition; (4) certificates of
deposit and eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any lender party to the Credit Agreement or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch
Rating of “B” or better; (5) repurchase obligations with a term of not more than seven



3









 








days for underlying securities of the types described in clauses (2), (3) and (4) above
entered into with any financial institution meeting the qualifications specified in clause (4)
above; (6) commercial paper having the highest rating obtainable from Moody’s or Standard & Poor’s
and in each case maturing within one year after the date of acquisition; (7) money market funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1)
through (6) of this definition; and (8) with respect to any Foreign Subsidiary, deposit accounts
held by such Foreign Subsidiary in local currency at local commercial banks or savings banks or
saving and loan associations in the ordinary course of business.



          “Change of Control” means the occurrence of any of the following:




     (1) the direct or indirect sale, transfer, assignment, lease, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than the Company and any Restricted Subsidiary;




     (2) the approval by the holders of the Voting Stock of the Company of a plan relating
to the liquidation or dissolution of the Company or, if no such approval is required, the
adoption of a plan by the Company relating to the liquidation or dissolution of the Company;




     (3) the consummation of any transaction (including without limitation any merger or
consolidation) the result of which is that any “person” or “group” (as that term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or
indirectly, of more than 45% of the voting power of the Voting Stock of the Company;




     (4) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where (A) the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee Person constituting a majority of the outstanding shares of
such Voting Stock of such surviving or transferee Person (immediately after giving effect to
such issuance) and (B) immediately after such transaction, no “person” or “group” (as such
terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or
indirectly, the Beneficial Owner of 45% or more of the voting power of all classes of Voting
Stock of the Company; or




     (5) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.


     “Clearstream” means Clearstream Banking, société anonyme, or its successor.


     “Closing Date” means February 10, 2011.



4









 







          “Company” means The GEO Group, Inc. until a successor replaces it pursuant to Article V hereof
and thereafter means the successor.


          “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period; plus, in each case, to the extent deducted
in computed Consolidated Net Income,




     (1) losses realized by such Person and its Restricted Subsidiaries in connection with
sales of assets outside the ordinary course of business; plus




     (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period; plus




     (3) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letters of credit or bankers’ acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations), net of Non-Recourse Interest
Payments received in cash by the Company or any Restricted Subsidiary relating to any
Non-Recourse Project Financing Indebtedness up to the amount of interest expense for such
Non-Recourse Project Financing Indebtedness; plus




     (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual of
or reserve for cash payments in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries for such
period; minus




     (5) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business;



in each case, on a consolidated basis and determined in accordance with GAAP.



          Notwithstanding the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the
Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company
only to the extent that a corresponding amount would be permitted at the date of determination to
be dividended to the Company by such Restricted Subsidiary without prior governmental approval
(that has not been obtained), and pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to
that Restricted Subsidiary or its stockholders.



5









 







          “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:




     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only to the extent
of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;




     (2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted without any
prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders;




     (3) the Net Income of any Person acquired during such period for any period prior to
the date of such acquisition shall be excluded;




     (4) the cumulative effect of a change in accounting principles shall be excluded; and




     (5) the Net Income or loss of any Unrestricted Subsidiary will be excluded, whether or
not distributed to the specified Person or one of its Restricted Subsidiaries.


          “Consolidated Tangible Assets” means the total assets, less goodwill and other intangibles
shown on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP less all write-ups (other than write-ups
in connection with acquisitions) subsequent to the date hereof in the book value of any asset
(except any such intangible assets) owned by the Company or any of the Company’s Restricted
Subsidiaries.


          “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who:




     (1) was a member of such Board of Directors on the date of this Indenture; or




     (2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the time of such
nomination or election.


          “Corporate Trust Office” means the designated office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at the
address of the Trustee specified in Section 12.02 hereof, or such other address as to which the
Trustee may from time to time give notice to the Company and to the Holders.



6









 







          “Credit Agreement” means that certain Credit Agreement, dated as of August 4, 2010, as amended
by Amendment No. 1, dated as of February 8, 2011, by and among the Company, BNP Paribas, as
administrative agent, BNP Paribas Securities Corp., as lead arranger, and the lenders who are, or
may from time to time become, a party thereto, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in each case as amended
(and/or amended and restated) as of the date hereof and as may be further amended (and/or amended
and restated), modified, renewed, refunded, replaced or refinanced from time to time, in whole or
in part, with the same or different lenders (including, without limitation, any amendment,
amendment and restatement, modification, renewal, refunding, replacement or refinancing that
increases the maximum amount of the loans made or to be made thereunder).


          “Credit Facilities” means one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, project financings, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each case, as amended
(and/or amended and restated), restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, but excluding, in each case any debt securities.


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


          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A hereto,
except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.


          “Designated Asset” means any facility used in a Permitted Business owned or leased by the
Company or any Restricted Subsidiary that is subject to a Governmental Authority’s option to
purchase or right of reversion under the related Designated Asset Contract.


          “Designated Asset Contract” means (a) contracts or arrangements in existence on the date of
this Indenture with respect to the following facilities under which a Governmental Authority has
the right to purchase such facility for the Designated Asset Value of such facility, or with
respect to which there is a right of reversion of all or a portion of the Company’s or a Restricted
Subsidiary’s ownership or leasehold interest in such facility: Western Region Detention Facility at
San Diego; Central Arizona Correctional Facility; Arizona State Prison Phoenix; Robert A. Deyton
Detention Facility; Lawton Correctional Facility; Arizona State Prison Florence; Columbia Regional
Care Center; and Leadership Development Program (So. Mountain, PA); and (b) a contract that is
acquired or entered into after the date of this Indenture



7









 








under which a Governmental Authority has an option to purchase a Designated Asset from the
Company or a Restricted Subsidiary for a Designated Asset Value or a right of reversion of all or a
portion of the Company’s or such Restricted Subsidiary’s ownership or leasehold interest in such
Designated Asset, provided that such contract is acquired or entered into in the ordinary course of
business and is preceded by (i) a resolution of the Board of Directors of the Company set forth in
an Officers’ Certificate certifying that the acquisition or entering into of such contract has been
approved by a majority of the members of the Board of Directors or (ii) an Officers’ Certificate
certifying that the acquisition or entering into of such contract has been approved by the Chief
Executive Officer of the Company and, in either case, the option to purchase or right of reversion
in such contract is on terms the Board of Directors, or the Chief Executive Officer, as applicable,
has determined to be reasonable and in the best interest of the Company taking into account the
transaction contemplated thereby or by the acquisition thereof.



          “Designated Asset Value” means the aggregate consideration to be received by the Company or a
Restricted Subsidiary as set forth in a Designated Asset Contract.


          “Designated Non-Cash Consideration” means the fair market value of total consideration
received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-Cash Consideration pursuant to an Officers’ Certificate, setting forth
the basis of such valuation, executed by the Company’s principal executive officer or principal
financial officer, less the amount of cash or Cash Equivalents received in connection with the
Asset Sale.


          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset
sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the
Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with the Section 4.07 hereof.


          “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the
laws of the United States or any state of the United States (but not the laws of Puerto Rico) or
the District of Columbia or that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company or any Guarantor.


          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).


          “Equity Offering” means an offering of Capital Stock (other than Disqualified Stock or Capital
Stock that by its terms has a preference in liquidation or as to dividends over



8









 








any other Capital Stock) of the Company (other than (1) an offering pursuant to a registration
statement on Form S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of the Company and (2) an offering with aggregate Net Proceeds to the Company of less
than $35.0 million).



          “Euroclear” means Euroclear Bank S.A./N.V., as operator of Euroclear System, and any successor
thereto.


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


          “Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section
2.07(f) hereof.


          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.


          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.


          “Existing Indebtedness” means the Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date hereof, until such amounts are
repaid.


          “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued and whether or not capitalized, including, without
limitation, amortization of original issue discount, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letters of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to Hedging
Obligations, net of Non-Recourse Interest Payments received in cash by the Company or any
Restricted Subsidiary relating to any Non-Recourse Project Financing Indebtedness up to the
amount of interest expense for such Non-Recourse Project Financing Indebtedness, but
excluding amortization of debt issuance costs and non-cash interest expense imputed on
convertible debt instruments pursuant to APB No. 14-1; plus




     (2) any interest expense on Indebtedness of another Person to the extent such
Indebtedness is Guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not
such Guarantee or Lien is called upon; plus




     (3) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of Disqualified Stock or preferred stock of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely in



9









 






Equity Interests of the Company (other than Disqualified Stock), times (b) a fraction,
the numerator of which is one and the denominator of which is one minus the then current
combined federal, state and local effective cash tax rate of such Person, expressed as a
decimal, in each case, determined on a consolidated basis and in accordance with GAAP.


          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will
be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred
stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period, provided, however, that interest expense, if any,
attributable to any Non-Recourse Project Financing Indebtedness computed on a pro forma basis,
shall be computed giving pro forma effect to any Non-Recourse Interest Payments related to such
Non-Recourse Project Financing Indebtedness, provided further that the obligation to make such
Non-Recourse Interest Payments commences with the incurrence of the corresponding Non-Recourse
Project Financing Indebtedness.


          In addition, for purposes of calculating the Fixed Charge Coverage Ratio:




     (1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date will be given pro forma effect as
if they had occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period will be calculated on a pro forma basis in accordance
with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income;




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded; and




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.


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



10









 







          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession as amended and/or modified from time to time. All ratios and computations
contained or referred to herein shall be computed in conformity with GAAP applied on a consistent
basis.


          “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to
be placed on all Global Notes issued under this Indenture.


          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes issued in accordance with certain sections of this Indenture.


          “Government Securities” means securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality of the United States government;
provided that the full faith and credit of the United States is pledged in support of those
securities.


          “Governmental Authority” means any nation, province, state, municipality or political
subdivision thereof, and any government or any agency or instrumentality thereof exercising
executive, legislative, regulatory or administrative functions of or pertaining to government, and
any corporation or other entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing.


          “Government Operating Agreement” means any management services contract, operating agreement,
use agreement, lease or similar agreement with a Governmental Authority relating to a facility in a
Permitted Business.


          “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection or deposit in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness, provided that
the pledge of any Government Operating Agreement with respect to any facility to secure
Non-Recourse Project Financing Indebtedness related to such facility shall not be deemed a
Guarantee.


          “Guarantors” means the Initial Guarantors and any other Restricted Subsidiary that executes a
Note Guarantee in accordance with the provisions of this Indenture and its respective successors
and assigns until released in accordance with the terms of this Indenture.


          “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:




     (1) interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements;



11









 






     (2) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates; and




     (3) foreign exchange contracts, currency swap agreements, currency option agreements
and other agreements or arrangements with respect to foreign currency exchange rates.


          “Holder” means a Person in whose name a Note is registered.


          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:




     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of banker’s acceptances;




     (4) representing Capital Lease Obligations;




     (5) representing the balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or trade payable; or




     (6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person; provided that the pledge of any Government Operating Agreement to secure
Non-Recourse Project Financing Indebtedness related to the facility that is the subject of such
Government Operating Agreement shall not be deemed Indebtedness) and, to the extent not otherwise
included, the Guarantee by the specified Person of any Indebtedness of any other Person.



          The amount of any Indebtedness outstanding as of any date will be:




     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and




     (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness
that is more than 30 days past due, in the case of any other Indebtedness.


          “Indenture” means this Indenture, as amended or supplemented from time to time.



12









 







          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.


          “Initial Guarantors” means the Restricted Subsidiaries of the Company that Guarantee the Notes
on the Issue Date, all of which are signatories to this Indenture.


          “Initial Purchasers” means the initial purchasers as defined in the Purchase Agreement dated
February 1, 2011.


          “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.


          “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with GAAP
and including the designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company will be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of all Investments in such Restricted Subsidiary not
sold or disposed of in an amount determined as provided in Section 4.07 hereof. The acquisition by
the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in
such third Person in an amount equal to the fair market value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in the final paragraph of
Section 4.07 hereof.


          “Issue Date” means the Closing Date.


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


          “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.


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



13









 








retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.



          “Liquidated Damages” means all liquidated damages then owing pursuant to Section 5 of the
Registration Rights Agreement.


          “Moody’s” means Moody’s Investors Service, Inc.


          “Net Income” means, with respect to any specified Person for any period, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in respect of preferred
stock dividends, excluding, however:




     (1) any gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (a) any sale of assets outside the ordinary
course of business; or (b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries;




     (2) any extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss;




     (3) any loss resulting from impairment of goodwill recorded on the consolidated
financial statements of such Person pursuant to SFAS No., 142 “Goodwill and Other Intangible
Assets”;




     (4) any loss resulting from the change in fair value of a derivative financial
instrument pursuant to SFAS No. 133 “Accounting for Derivative Instruments and Hedging
Activities”; and




     (5) amortization of debt issuance costs.


          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or
Cash Equivalents received upon the sale or other disposition of any non-cash consideration received
in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and
any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness,
secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve
for adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP.


          “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or



14









 






instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to
its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock, property or assets of the Company or any of its Restricted
Subsidiaries.


          “Non-Recourse Project Financing Indebtedness” means any Indebtedness of a Subsidiary (the
“Project Financing Subsidiary”) incurred in connection with the acquisition, construction or
development of any facility (and any Attributable Debt in respect of a Sale Leaseback Transaction
entered into in connection with (i) the acquisition, construction or development of any facility by
the Company or any of its Restricted Subsidiaries after the date of this Indenture or (ii) any
vacant land upon which a facility related to any Permitted Business is to be built):




     (1) where either the Company, a Restricted Subsidiary or such Project Financing
Subsidiary operates or is responsible for the operation of the facility pursuant to a
Government Operating Agreement;




     (2) as to which neither the Company nor any of its Restricted Subsidiaries, other than
such Project Financing Subsidiary, (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness or Attributable
Debt), it being understood that neither (i) equity Investments funded at the time of or
prior to the incurrence of such Indebtedness or Attributable Debt, nor (ii) the pledge by
the Company or any Restricted Subsidiary of the Government Operating Agreement relating to
such facility shall be deemed credit support or an Investment or (b) is directly or
indirectly liable as a guarantor or otherwise;




     (3) where, upon the termination of the management services contract with respect to
such facility, neither the Company nor any of its Restricted Subsidiaries, other than the
Project Financing Subsidiary, will be liable, directly or indirectly, to make any payments
with respect to such Indebtedness or Attributable Debt (or, in each case, any portion
thereof);




     (4) the interest expense related to such Indebtedness or Attributable Debt is fully
serviced by a payment pursuant to a Government Operating Agreement with respect to such
facility (the “Non-Recourse Interest Payment”); and




     (5) such Project Financing Subsidiary has no assets other than the assets, including
any ownership or leasehold interests in such facility and any working capital, reasonably
related to the design, construction, management and financing of the facility.



15









 





          “Non-U.S. Person” means a Person who is not a U.S. Person.


          “Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.


          “Notes”
means the 65⁄8% Senior Notes due 2021 of the Company issued on the date hereof and any
Additional Notes, including the Exchange Notes. The Notes and the Additional Notes, if any, shall
be treated as a single class for all purposes under this Indenture.


          “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.


          “Offering” means the offering of the Notes by the Company.


          “Offering Memorandum” means that certain Offering Memorandum dated February 1, 2011 relating
to the Offering.


          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary, an Assistant Secretary or any
Vice-President of such Person.


          “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of the Company, that meets the requirements
of Section 12.05 hereof.


          “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.


          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to
DTC, shall include Euroclear and Clearstream).


          “Permitted Business” means the business conducted by the Company and its Restricted
Subsidiaries on the date hereof and businesses reasonably related thereto or ancillary or
incidental thereto or a reasonable extension thereof, including the privatization of governmental
services.


          “Permitted Debt” has the meaning set forth in Section 4.09(b) hereof.


          “Permitted Investments” means:




     (1) any Investment in the Company or in a Restricted Subsidiary (other than a Project
Financing Subsidiary);




     (2) any Investment in cash or Cash Equivalents;





16









 






     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person (other than a Project Financing Subsidiary) if as a result of such Investment:




     (A) such Person becomes a Restricted Subsidiary (other than a Project Financing
Subsidiary); or




     (B) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or any Restricted Subsidiary (other than a Project Financing Subsidiary);




     (4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to Section 4.10;




     (5) any Investments received in compromise of obligations of trade creditors or
customers that were incurred in the ordinary course of business, including pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer;




     (6) Hedging Obligations entered into the ordinary course of business and not for any
speculative purpose;




     (7) other Investments in any other Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant to this
clause (7) not to exceed: (a) $50.0 million; plus (b) the net reductions in Investments made
pursuant to this clause (7) resulting from distributions on or repayments of such
Investments or from the net cash proceeds from the sale or other disposition of any such
Investment; provided that the net reduction in any Investment shall not exceed the amount of
such Investment;




     (8) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




     (9) loans or advances to employees made in the ordinary course of business of the
Company or any Restricted Subsidiary not to exceed $7.5 million outstanding at any one time
for all loans or advances under this clause (9);




     (10) stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of a debtor;




     (11) Investments in existence on the date of this Indenture;



17









 






     (12) Investments that are made or received in exchange for Equity Interests (other than
Disqualified Stock) of the Company;




     (13) Investments in South African Services Pty Ltd. having an aggregate fair market
value, when taken together with all other Investments made pursuant to this clause (13) not
to exceed $50.0 million;




     (14) any Investments made or acquired with the net cash proceeds of a substantially
concurrent issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company;




     (15) any Investment in any Person that is not at the time of such Investment, or does
not thereby become, a Restricted Subsidiary, in an aggregate amount (measured on the date
such Investment was made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (15) since the date
of first issuance of the Notes (but, to the extent that any Investment made pursuant to this
clause (15) since the date of first issuance of the Notes is sold or otherwise liquidated
for cash, minus the lesser of (a) the cash return of capital with respect to such Investment
(less the cost of disposition, if any) and (b) the initial amount of such Investment) not to
exceed 10% of Consolidated Tangible Assets; provided that the Company or a Restricted
Subsidiary of the Company has entered, or concurrently with any such Investment, enters into
or assumes a Government Operating Agreement with respect to assets of such Person that are
used or useful in a Permitted Business; and




     (16) Investments consisting of the financing of the sale of equipment (including
capital leases) to customers in connection with any contract for services entered into by
the Company or any Restricted Subsidiary in the ordinary course of business.


          “Permitted Liens” means:




     (1) Liens on any assets (including real or personal property) of the Company and any
Restricted Subsidiary securing Indebtedness and other Obligations under Credit Facilities
that were permitted to be incurred by the terms of this Indenture;




     (2) Liens in favor of the Company or the Guarantors;




     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary of the Company; provided
that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or consolidated
with the Company or the Restricted Subsidiary;




     (4) Liens on property existing at the time of acquisition of the property by the
Company or any Restricted Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such acquisition and do not extend to any property
other than the property so acquired by the Company or the Restricted Subsidiary;





18











 






     (5) Liens to secure the performance of statutory obligations, surety or appeal
bonds, performance bonds or other obligations of a like nature incurred in the ordinary
course of business;




     (6) Liens to secure Indebtedness (including Capital Lease Obligations) incurred under
Section 4.09(b)(iv);




     (7) Liens existing on the date hereof;




     (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;




     (9) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien does
not extend to or cover any property, Capital Stock or Indebtedness
other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended;




     (10) Attachment or judgment Liens not giving rise to a Default or an Event of Default;




     (11) Liens on the Capital Stock of Unrestricted Subsidiaries securing Indebtedness of
such Unrestricted Subsidiaries;




     (12) Liens incurred with respect to obligations that do not exceed $25.0 million at any
one time outstanding;




     (13) pledges or deposits under workmen’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness) or leases to which the Company or any
Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of
the Company or any Restricted Subsidiary or deposits or cash or Government Securities to
secure surety or appeal bonds to which the Company or any Restricted Subsidiary is a party,
or deposits as security for contested taxes or import or customs duties or for the payment
of rent, in each case incurred in the ordinary course of business;




     (14) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings
if a reserve or other appropriate provisions; if any, as shall be required by GAAP shall
have been made in respect thereof;




     (15) encumbrances, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real properties or liens
incidental to the conduct of the business of the Company or a Restricted Subsidiary or to
the ownership of its properties which do not in the aggregate materially adversely affect



19









 





the value of said properties or materially impair their use in the operation of the
business of the Company or such Restricted Subsidiary;





     (16) Liens securing Hedging Obligations so long as the related Indebtedness is secured
by a Lien on the same property securing such Hedging Obligations;




     (17) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;




     (18) normal customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;




     (19) Liens on assets of a Project Financing Subsidiary securing Non-Recourse Project
Financing Indebtedness of such Project Financing Subsidiary and Liens on any Government
Operating Agreement securing Non-Recourse Project Financing Indebtedness related to the
facility that is the subject of such Government Operating Agreement; and




     (20) any interest or title of a lessor, licensor or sublicensor in the property subject
to any lease, license or sublicense (other than property that is the subject of a Sale
Leaseback Transaction).


          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in repayment of, exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, repay, defease or refund other Indebtedness of the Company or
any of its Restricted Subsidiaries (other than intercompany Indebtedness and Disqualified Stock of
the Company or a Restricted Subsidiary); provided that:




     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness so extended, refinanced, renewed, replaced, repaid, defeased
or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses
and premiums incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, repaid, defeased or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased
or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, repaid, defeased or refunded; and



20









 






     (4) such Indebtedness is incurred either by the Company or by any Restricted Subsidiary
who is an obligor on the Indebtedness being extended, refinanced, renewed, replaced, repaid,
defeased or refunded.


          “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.


          “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture.


          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.


          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of February
10, 2011, by and among the Company and the other parties named on the signature pages thereof, as
such agreement may be amended, modified or supplemented from time to time.


          “Regulation S” means Regulation S promulgated under the Securities Act.


          “Regulation S Global Note” means a global note bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary
or its nominees that shall be issued in a denomination equal to the outstanding principal amount at
maturity of the Notes resold in reliance on Regulation S.


          “Responsible Officer,” when used with respect to the Trustee, means any vice president,
assistant vice president or other trust officer within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) 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 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 and who shall have
direct responsibility for the administration of this Indenture.


          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.


          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.


          “Restricted Investment” means an Investment other than a Permitted Investment.


          “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary.


          “Rule 144” means Rule 144 promulgated under the Securities Act.



21









 







          “Rule 144A” means Rule 144A promulgated under the Securities Act.


          “Rule 903” means Rule 903 promulgated under the Securities Act.


          “Rule 904” means Rule 904 promulgated the Securities Act.


          “Sale and Leaseback Transactions” means any direct or indirect arrangement relating to
property with a book value in excess of $10.0 million now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such property to another Person and the Company or a
Restricted Subsidiary leases it from such Person other than a lease properly characterized pursuant
to GAAP as a Capital Lease Obligation.


          “SEC” means the Securities and Exchange Commission.


          “Securities Act” means the Securities Act of 1933, as amended.


          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.


          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date hereof.


          “Standard & Poor’s” means Standard & Poor’s Rating Services.


          “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which such payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.


          “Subsidiary” means, with respect to any specified Person: (1) any corporation, association or
other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof);
and (2) any partnership (a) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof).


          “TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture
is qualified under the TIA, except as provided in Section 9.03 hereof.


          “Treasury Rate” means the yield to maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) which has become publicly available at least two Business
Days prior to the date fixed for prepayment (or, if such Statistical Release



22









 








is no longer published, any publicly available source for similar market data)) most nearly
equal to the then remaining term of the Notes to February 15, 2016; provided, however, that if the
then remaining term of the Notes to February 15, 2016 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the Treasury Rate will
be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields are given, except
that if the then remaining term of the Notes to February 15, 2016 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.



          “Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.


          “Unoccupied Facility” means any prison facility owned by the Company or a Restricted
Subsidiary which for the fifty-two week period ending on the date of measurement has had an average
occupancy level of less than 15%.


          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend.


          “Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit
A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend.


          “Unrestricted Subsidiary” means (a) CSC of Tacoma, LLC, GEO International Holdings, Inc., WCC
Financial, Inc., WCC Development, Inc., WCC/FL/01, Inc., WCC/FL/02, Inc., GEO Design Services,
Inc., The GEO Group UK Ltd., The GEO Group Ltd., South African Custodial Holdings Pty. Ltd., The
GEO Group Australasia Pty, Ltd., GEO Australasia Pty, Ltd., The GEO Group Australia Pty, Ltd.,
Premier Employment Services Pty, Ltd., Australasian Correctional Investment Pty, Ltd., Pacific Rim
Employment Pty, Ltd., Strategic Healthcare Solutions Pty, Ltd., Canadian Correctional Management,
Inc., Miramichi Youth Center Management, Inc., GEO NZ Limited; and (b) any other Subsidiary of the
Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary
pursuant to a Board Resolution, but only to the extent that such Subsidiary:




     (1) has no Indebtedness other than Non-Recourse Debt or Non-Recourse Project Financing
Indebtedness;




     (2) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company;



23









 






     (3) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (4) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and



(c) any direct or indirect Subsidiary of any Subsidiary described in clauses (a) or (b).



          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted under Section 4.07 hereof. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is
permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.


          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than
U.S. dollars, at the time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” table under the heading “Currency Trading” on the date two
Business Days prior to such determination.


          Except as described in Section 4.09 hereof, whenever it is necessary to determine whether the
Company has complied with any covenant in this Indenture or a Default has occurred and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount was initially incurred in such currency.


          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.


          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.



24









 







          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal or liquidation preference, as the case may be, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by (2) the then outstanding
aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness.


          “Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the
outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying
shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person and one or more Wholly Owned Subsidiaries of such Person.



Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined	 
	 	 	in	 
	Term	 	Section	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	4.10	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.14	 
	“Change of Control Payment”
	 	 	4.14	 
	“Change of Control Payment Date”
	 	 	4.14	 
	“Covenant Defeasance”
	 	 	8.03	 
	“Convenant Suspension Event”
	 	 	4.19	 
	“DTC”
	 	 	2.04	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Liquidated Damages Notice”
	 	 	4.20	 
	“Offer Amount”
	 	 	3.08	 
	“Offer Period”
	 	 	3.08	 
	“offshore transaction”
	 	 	2.07	 
	“Paying Agent”
	 	 	2.04	 
	“Payment Default”
	 	 	6.01	 
	“Permitted Debt”
	 	 	4.09	 
	“Purchase Date”
	 	 	3.08	 
	“Registrar”
	 	 	2.04	 
	“Related Judgment”
	 	 	12.09	 
	“Related Proceedings”
	 	 	12.09	 
	“Repurchase Offer”
	 	 	3.08	 
	“Restricted Payments”
	 	 	4.07	 
	“Specified Courts”
	 	 	12.09	 
	“Suspension Period”
	 	 	4.19	 








25









 





Section 1.03 Incorporation by Reference of Trust Indenture Act.



          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.


          The following TIA terms used in this Indenture have the following meanings:


          “indenture securities” means the Notes;


          “indenture security Holder” means a Holder of a Note;


          “indenture to be qualified” means this Indenture;


          “indenture trustee” or “institutional trustee” means the Trustee; and




     ”obligor” on the Notes means the Company and any successor obligor upon the Notes.


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



Section 1.04 Rules of Construction.





     Unless the context otherwise requires:




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




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




     (iii) “or” is not exclusive;




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




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




     (vi) references to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement of successor sections or rules adopted by the SEC from time
to time.



26









 





ARTICLE TWO

THE NOTES




     Section 2.01 Form and Dating.


          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The
Notes shall be issued in registered, global form without interest coupons and only shall be in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


          The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.


          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in
the aggregate principal amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07
hereof.


          (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall
be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.



          One Officer of the Company shall sign the Notes for the Company by manual or facsimile
signature.


          If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.



27









 







          A Note shall not be valid until authenticated by the manual signature of the Trustee. Such
signature shall be conclusive evidence and the only evidence, that the Note has been authenticated
and delivered under this Indenture.


          The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture is unlimited.


          The Trustee shall, upon a written order of the Company signed by one Officer of the Company
(an “Authentication Order”), authenticate Notes for original issue on the date hereof of $300.0
million. At any time and from time to time after the execution of this Indenture, the Trustee
shall, upon receipt of an Authentication Order, authenticate Notes for original issue in aggregate
principal amount specified in such Authentication Order. The Authentication Order shall specify
the amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
In authenticating such Notes, and accepting the additional responsibilities under this Indenture in
relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in
relying upon:




     (A) A copy of the resolution or resolutions of the Board of Directors of the
Company in or pursuant to which the terms of the Notes were established, certified
by the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect as of the date of such
certificate;




     (B) an Officers’ Certificate delivered in accordance with Section 12.04(i)
hereof; and




     (C) an Opinion of Counsel which shall state:




     (1) that such Notes, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement of creditors’
rights and to general equity principles; and




     (2) that all laws and corporate requirements in respect of the
execution and delivery by the Company of such Notes have been complied with.


          The Trustee shall have the right to decline to authenticate and deliver any Notes under this
Section if the Trustee, being advised by counsel, determines that such action may not lawfully be
taken or if the Trustee in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.


          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication



28









 








by such agent. An authenticating agent has the same rights as an Agent to deal with Holders
or an Affiliate of the Company.




Section 2.03 Methods of Receiving Payments on the Notes.



          If a Holder of Notes has given wire transfer instructions to the Company, the Company shall
pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in
accordance with those instructions. All other payments on Notes shall be made at the office or
agency of the Paying Agent and Registrar within the City and State of New York unless the Company
elects to make interest payments by check mailed to the Holders at their addresses set forth in the
register of Holders.



Section 2.04 Registrar and Paying Agent.



          (a) The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.


          (b) The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes.


          (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes.



Section 2.05 Paying Agent to Hold Money in Trust.



          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest
on the Notes, and shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or one of its Subsidiaries) shall have no further liability for the money. If the Company
or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the
Notes.


29









 







Section 2.06 Holder Lists.



          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA
§ 312(a).



Section 2.07
Transfer and Exchange.



          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of such notice from the
Depositary; (ii) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect
to the Trustee or (iii) there shall have occurred and be continuing a Default or Event of Default
with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11
hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.07(a), however,
beneficial interests in a Global Note may be transferred and exchanged as provided in Section
2.07(b), (c) or (f) hereof.


          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend. Beneficial interests in
any Unrestricted Global Note may be transferred to Persons who



30









 





take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be delivered to the Registrar
to effect the transfers described in this Section 2.07(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in the Global Note in an amount equal
to the beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (B) (1) a written order from a Participant or
an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1)
above. Upon consummation of an Exchange Offer by the Company in accordance with Section
2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount at maturity of the
relevant Global Notes pursuant to Section 2.07(h) hereof.



     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar
receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof; and




     (B) if the transferee shall take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof.



     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in



31









 





the form of a beneficial interest in an Unrestricted Global Note if the exchange or
transfer complies with the requirements of Section 2.07(b)(ii) above and:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




     and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that
such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.



32









 







          Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.




     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




     (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
“offshore transaction” in accordance with Rule 903 or Rule 904 under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




     (F) if such beneficial interest is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




     (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,



     the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.07(h) hereof, and the Company shall



33











 






execute and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.07(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained
therein.




     (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Definitive Note
that does not bear the Private Placement Legend, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or




     (2) if the Holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a Definitive Note that does not bear
the Private Placement Legend, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in



34









 






form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act.




     (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.07(c)(iii) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.07(c)(iii) shall not bear the Private
Placement Legend.



          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (2)(b)
thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in



35









 






accordance with Rule 144 under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




     (F) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




     (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the
case of clause (C) above, the Regulation S Global Note.




     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global



36









 






Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities
Act.




     Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.




     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.




     If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred.



          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.07(e).




     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take



37









 






delivery thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:




     (A) if the transfer shall be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;




     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;



38









 






and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities
Act.




     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.



          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not a Broker-Dealer who acquired Notes directly from the
Company or an affiliate of the Company, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and
accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate principal
amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in
the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated
by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.



          (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




     (i) Private Placement Legend. Except as permitted below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:




     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) THAT IT WILL
NOT



39









 






WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE GEO GROUP, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.




Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.




     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:




THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THIS INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.07 OF THIS INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.07(a) OF THIS INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO



40









 






SECTION 2.12 OF THIS INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who shall take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.



          (i) General Provisions Relating to Transfers and Exchanges.




     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or
at the Registrar’s request.




     (ii) No service charge shall be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.06, 3.08, 4.10, 4.14 and 9.05 hereof).




     (iii) The Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.




     (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid and legally binding
obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.




     (v) The Company shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of Notes under Section 3.02 hereof and ending at
the close of business on the day of such mailing, (B) to register the transfer of or to
exchange any Note so selected for redemption in whole or in part, except the



41









 






unredeemed portion of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a record date and the next succeeding Interest Payment Date
(as defined in the Notes).




     (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary.




     (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02 hereof.




     (viii) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.07 to effect a registration of
transfer or exchange may be submitted by facsimile with the original to follow by first
class mail.




     (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note other than to
require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express
requirements hereof.


Section 2.08 Replacement Notes.




          (a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge for its expenses in replacing a Note.



          (b) Every replacement Note is an additional obligation of the Company and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.


Section 2.09 Outstanding Notes.




          (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(b) hereof.



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          (b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.



          (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.



          (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the
foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on
that date, then on and after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.


Section 2.10 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.


Section 2.11 Temporary Notes.




          (a) Until certificates representing Notes are ready for delivery, the Company may prepare and
the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may have variations
that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to
the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes in exchange for temporary Notes.



          (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.


Section 2.12 Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled securities in
effect as of the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.



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Section 2.13 Defaulted Interest.




          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.


Section 2.14 CUSIP Numbers.




          The Company in issuing the Notes 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 Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.



ARTICLE THREE

REDEMPTION AND PREPAYMENT;

SATISFACTION AND DISCHARGE



Section 3.01 Notices to Trustee.




          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.


Section 3.02 Selection of Notes to Be Redeemed.




          (a) If less than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.



44









 





          (b) The Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the principal amount at
maturity thereof to be redeemed. No Notes in amounts of $2,000 or less shall be redeemed in part.
Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.


Section 3.03 Notice of Redemption.




          (a) Subject to the provisions of Section 3.08 hereof, at least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture.



          The notice shall identify the Notes (including CUSIP numbers) to be redeemed and shall
state:




     (i) the redemption date;




     (ii) the redemption price;




     (iii) if any Note is being redeemed in part, the portion of the principal amount at
maturity of such Note to be redeemed and that, after the redemption date upon surrender of
such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the
original Note shall be issued in the name of the Holder thereof upon cancellation of the
original Note;




     (iv) the name and address of the Paying Agent;




     (v) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price and become due on the date fixed for redemption;




     (vi) that, unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;




     (vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




     (viii) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



          (b) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that the Company shall have delivered to the Trustee,
at least 45 days prior to the redemption date, an Officers’ Certificate



45









 




requesting that the Trustee give such notice and setting forth the information to be stated in
such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided
herein shall be presumed to have been given, whether or not the Holder receives such notice.



Section 3.04 Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional.


Section 3.05 Deposit of Redemption Price.




          (a) One Business Day prior to the redemption date, the Company shall deposit with the Trustee
or with the Paying Agent money sufficient to pay the redemption price of and accrued interest and
Liquidated Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.



          (b) If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Person in
whose name such Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal,
from the redemption date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


Section 3.06 Notes Redeemed in Part.




          Upon surrender of a Note that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $2,000 or
less shall be redeemed in part.


Section 3.07 Optional Redemption.




          (a) At any time on or prior to February 15, 2014, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued hereunder (including any
Additional Notes) at a redemption price of 106.625% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided that (A) at least 65% of the aggregate principal
amount of the Notes issued under this Indenture (including any Additional Notes) remains
outstanding immediately after the occurrence of such redemption, excluding Notes held by the
Company and its Subsidiaries; and (B) the redemption must occur within 90 days of the date of the
closing of such Equity Offering.



46









 





          (b) At any time prior to February 15, 2016, the Company may, at its option, redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price
equal to the sum of (A) 100% of the principal amount thereof, plus (B) the Applicable Premium as of
the date of redemption, plus (C) accrued and unpaid interest and Liquidated Damages, if any, to the
date of redemption.



          (c) Except as set forth in clauses (a) and (b) of this Section 3.07, the Company shall not
have the option to redeem the Notes pursuant to this Section 3.07 on or prior to February 15, 2016.
Thereafter, the Company may redeem all or a part of the Notes upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on February 15 of the years
indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2016
	 	 	103.3125	%
	2017
	 	 	102.2083	%
	2018
	 	 	101.1042	%
	2019 and thereafter
	 	 	100.0000	%






          (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


Section 3.08 Repurchase Offers.




          In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to
commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it
shall follow the procedures specified below.



          The Repurchase Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any
Notes so purchased shall be made in the same manner as interest payments are made.



          If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Repurchase Offer.



          Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender



47









 




Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders.
The notice, which shall govern the terms of the Repurchase Offer, shall state:





     (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section
4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment shall continue to accrete or
accrue interest and Liquidated Damages, if any;




     (iv) that, unless the Company defaults in making such payment, any Note (or portion
thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or
accrue interest and Liquidated Damages, if any, after the Purchase Date;




     (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may
elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of
$1,000 only;




     (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, the Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;




     (vii) that Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;




     (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer
Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in
accordance with the procedures of the Depositary (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $2,000, or integral
multiples of $1,000 in excess thereof, shall be purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



          On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro
rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered
pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or
portions thereof) were accepted for payment by the Company in accordance with



48









 




the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such
Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall
promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the respective Holder thereof. The Company shall publicly announce the
results of the Repurchase Offer as soon as practicable after the Purchase Date.




          The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.



          Other than as specifically provided in this Section 3.08, any purchase pursuant to this
Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


Section 3.09 Application of Trust Money.




          All money deposited with the Trustee pursuant to Section 11.02 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.



ARTICLE FOUR

COVENANTS



Section 4.01 Payment of Notes.




          (a) The Company shall pay or cause to be paid the principal of, premium, if any, and interest
on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company or
one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due. The Company shall pay all Liquidated Damages, if any, in
the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.



          (b) The Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue



49









 




installments of interest, and Liquidated Damages (without regard to any applicable grace
period) at the same rate to the extent lawful.



Section 4.02 Maintenance of Office or Agency.




          (a) The Company shall maintain in the Borough of Manhattan, The City of New York, an office or
agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall 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.



          (b) The Company may also from time to time designate one or more other offices or agencies
where the Notes 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 the Borough of
Manhattan, The City of New York for such purposes. The Company shall 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.



          (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.04 hereof.


Section 4.03 Reports.




          (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company
shall furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and
regulations:




     (i) all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to
file such Forms, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and, with respect to the annual information only, a report on the
annual financial statements by the Company’s certified independent accountants; and




     (ii) all current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.



          (b) In addition, whether or not required by the SEC, the Company shall file a copy of all of
the information and reports referred to in clauses (a)(i) and (ii) above with the SEC for public
availability within the time periods specified in the SEC’s rules and regulations (unless the SEC
will not accept such a filing) and make such information available to prospective investors upon
request. In addition, the Company shall, for so long as any Notes remain outstanding, furnish to
the Holders and to prospective investors, upon their request, the



50









 




information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, if
any such information is required to be delivered.




          (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then
the quarterly and annual financial information required by the preceding paragraph shall include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” of the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.



          Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed
to comply with any of its obligations hereunder for purposes of Section 6.01(a)(iv) of this
Indenture until 120 days after the date any report under this Section 4.03 is due.



          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 constructive 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).


Section 4.04 Compliance Certificate.




          (a) The Company shall and shall cause each Guarantor (to the extent that such Guarantor is so
required under the TIA) to deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officers’ Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge, the Company has kept, observed, performed
and fulfilled its obligations under this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of Default of which he
or she may have knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or interest, if any, on the
Notes is prohibited or if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.



          (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered pursuant to Section
4.03(a) above shall be accompanied by a written statement of the Company’s independent public
accountants (which shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements, nothing has come to their
attention that would lead them to believe that the Company has violated any provisions of Article
Four or Article Five hereof or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants



51









 




shall not be liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.




          (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.


Section 4.05 Taxes.




          The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency,
any material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.


Section 4.06 Stay, Extension and Usury Laws.




          The Company (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they
shall not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no
such law has been enacted.


Section 4.07 Restricted Payments.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly:




     (i) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any Restricted Subsidiary) or to the direct or indirect holders of the Company’s or any
Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or
distributions payable (A) in Equity Interests (other than Disqualified Stock) of the Company
or (B) to the Company or a Restricted Subsidiary of the Company);




     (ii) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company;




     (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is expressly subordinated to the Notes or
any Note Guarantee, except a payment of interest or principal to the Company or any
Restricted Subsidiary or except any payment made at the Stated



52









 






Maturity thereof (or any payment, purchase or other acquisition, in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity due within one
year); or




     (iv) make any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as “Restricted Payments”),


unless, at the time of and after giving effect to such Restricted Payment:




          (1) no Default or Event of Default shall have occurred and be continuing or would occur as a
consequence of such Restricted Payment; and



          (2) the Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and



          (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after October 20, 2009 (excluding
Restricted Payments permitted by Section 4.07(b), (ii), (iii), (iv) and (v)) and the aggregate of
any Permitted Investments then outstanding pursuant to clause (15) of the definition thereof, is
less than the sum, without duplication, of:




     (A) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter commencing
after October 20, 2009 to the end of the Company’s most recently ended fiscal
quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus




     (B) (i) 100% of the aggregate net cash proceeds plus (ii) 100% of the aggregate
fair market value of any Permitted Business or assets used or useful in a Permitted
Business (other than Restricted Investments), in each case, to the extent received
by the Company since October 20, 2009 as a contribution to its common equity capital
or in consideration of the issuance of Equity Interests of the Company (other than
Disqualified Stock), except to the extent used to make an Investment pursuant to
clause (12) or (14) of the definition of Permitted Investments, or from the issue or
sale of Disqualified Stock or debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity Interests
(or Disqualified Stock or debt securities) sold to a Subsidiary of the Company);
plus




     (C) to the extent that any Restricted Investment that was made after October
20, 2009 is sold for cash or otherwise liquidated or repaid for cash, the lesser of
(i) the cash return of capital with respect to such Restricted Investment (less the
cost of disposition, if any) and (ii) the initial amount of such Restricted
Investment; plus



53









 






     (D) to the extent that any Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary after October 20, 2009, the lesser of (i)
the fair market value of the Company’s or any Restricted Subsidiary’s Investment in
such Subsidiary as of the date of such redesignation or (ii) the fair market value
of the Company’s or any Restricted Subsidiary’s Investment in such Subsidiary as of
the date on which such Subsidiary was originally designated as an Unrestricted
Subsidiary to the extent such Investment was treated as a Restricted Payment, plus
the amount of any Investments made in such Subsidiary subsequent to such designation
(or in the case of any Subsidiary that is an Unrestricted Subsidiary as of October
20, 2009, subsequent to October 20, 2009) to the extent any such Investment was
treated as a Restricted Payment by the Company or any Restricted Subsidiary; plus




     (E) 100% of any other dividends or other distributions received by the Company
or a Restricted Subsidiary since October 20, 2009 from an Unrestricted Subsidiary of
the Company to the extent that such dividends were not otherwise included in
Consolidated Net Income of the Company for such period in an amount not to exceed
the amount of Restricted Investments previously made by the Company and its
Restricted Subsidiaries in such Unrestricted Subsidiary.



          (b) So long as no Default has occurred and is continuing or would be caused thereby, the
preceding provisions will not prohibit:




     (i) the payment of any dividend within 60 days after the date of declaration of the
dividend, if at the date of declaration the dividend payment would have complied with the
provisions of this Indenture;




     (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the
Company in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock); provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other acquisition
will be excluded from Section 4.07(a)(3)(B);




     (iii) the defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness;




     (iv) the payment of any dividend by a Restricted Subsidiary to the holders of its
Equity Interests on a pro rata basis;




     (v) repurchases of Equity Interests of the Company deemed to occur upon the exercise of
stock options if such Equity Interests represent a portion of the exercise price thereof;




     (vi) the repurchase, redemption or other acquisition or retirement for value of Equity
Interests of the Company or any Restricted Subsidiary of the Company held by



54









 






any member of the Company’s (or any Restricted Subsidiary’s) management; provided that
the aggregate amount expended pursuant to this clause (vi) shall not exceed $4.0 million in
any twelve-month period; and




     (vii) Restricted Payments not otherwise permitted in an amount not to exceed $200.0
million.



          The amount of all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued by this Section
4.07 shall be determined by the Board of Directors of the Company whose resolution with respect
thereto shall be delivered to the Trustee. Except with respect to a Restricted Payment permitted by
Section 4.07(b) above, the Board of Directors’ determination must be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date on which such Restricted Payment
was made, the Company shall deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed.


Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any consensual encumbrance or
consensual restriction of any kind on the ability of any Restricted Subsidiary to:




     (i) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries;




     (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or




     (iii) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



          (b) However, the restrictions set forth in Section 4.08(a) will not apply to encumbrances or
restrictions existing under or by reason of:




     (i) agreements governing Existing Indebtedness and the Credit Facilities as in effect
on the date hereof and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of those agreements; provided that the
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are not materially more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in those
agreements on the date hereof;



55









 






     (ii) this Indenture, the Notes and the Exchange Notes;




     (iii) applicable law, rule, regulation or order;




     (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred in connection with or
in contemplation of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; provided that in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;




     (v) customary non-assignment provisions of any contract or agreement entered into in
the ordinary course of business and customary provisions restricting subletting or transfer
of any interest in real or personal property contained in any lease or easement agreement of
the Company or any Restricted Subsidiary;




     (vi) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions on that property of the nature described in Section
4.08(a)(iii);




     (vii) any agreement for the sale or other disposition of all or substantially all of
the assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition of all or substantially all of
the assets or Capital Stock of such Restricted Subsidiary;




     (viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness with respect to dividends
and other payments are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced;




     (ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12
that limit the right of the debtor to dispose of the assets subject to such Liens;




     (x) provisions with respect to the disposition or distribution of assets or property in
joint venture agreements, asset sale agreements, stock sale agreements and other similar
agreements entered into in the ordinary course of business;




     (xi) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;




     (xii) any Indebtedness incurred in compliance with the Section 4.09 by any Foreign
Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued,
if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and
only in the event of a payment default or default with



56









 






respect to a financial covenant contained in the Indebtedness or agreement and the
encumbrance or restriction is not materially more disadvantageous to the Holders of the
Notes than is customary in comparable financings (as determined by the Board of Directors of
the Company) and the Board of Directors of the Company determines that any such encumbrance
or restriction will not materially affect the Company’s ability to pay interest or principal
on the Notes; or




     (xiii) an arrangement or circumstance arising or agreed to in the ordinary course of
business, not relating to any Indebtedness, and that does not, individually or in the
aggregate, detract from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or any Restricted Subsidiary.


Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock and will not
permit any Restricted Subsidiary to issue any Disqualified Stock or preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and any Guarantor may incur Indebtedness or issue Disqualified Stock and any Foreign
Subsidiary may incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period.



          (b) Section 4.09(a) will not prohibit the incurrence of any of the following items of
Indebtedness or the issuance of Disqualified Stock, as set forth below (collectively, “Permitted
Debt”):




     (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under
the Credit Agreement in an aggregate principal amount at any one time outstanding under this
clause 4.09(b)(i) not to exceed $1,000.0 million, less the aggregate amount of all Net
Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to repay any
Indebtedness under the Credit Agreement and, if the Indebtedness repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto, pursuant to
Section 4.10;




     (ii) the incurrence by the Company and any Restricted Subsidiary of Existing
Indebtedness;




     (iii) the incurrence by the Company of Indebtedness represented by the Notes to be
issued on the date hereof and any Guarantees thereof by any Guarantor;



57









 






     (iv) the incurrence by the Company or any Restricted Subsidiary of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the business of
the Company or such Restricted Subsidiary, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness
incurred pursuant to this clause 4.09(b)(iv), not to exceed the greater of (i) $100.0
million and (ii) 5.0% of Consolidated Tangible Assets, at any time outstanding;




     (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted
by this Indenture to be incurred under Section 4.09(a) or clauses (ii), (iii), (v), or (xi)
of this Section 4.09(b);




     (vi) the incurrence by the Company or any Restricted Subsidiary of intercompany
Indebtedness between or among the Company and any Restricted Subsidiary; provided, however,
that:




          (1) if the Company or any Guarantor is the obligor on such Indebtedness, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of
all Obligations with respect to the Notes, in the case of the Company, or the Note
Guarantee, in the case of a Guarantor; and




          (2) (i) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person
that is not either the Company or a Restricted Subsidiary; will be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that was not permitted by this clause
4.09(b)(vi);




     (vii) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations
that are incurred for the purpose of fixing, hedging or swapping interest rate risk with
respect to any Indebtedness that is permitted by the terms of this Indenture to be
outstanding or for hedging foreign currency exchange risk, in each case to the extent the
Hedging Obligations are incurred in the ordinary course of the Company’s financial
management and not for any speculative purpose;




     (viii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the
Company or a Restricted Subsidiary that was permitted to be incurred by another provision of
this Section 4.09;




     (ix) the accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Stock in



58









 






the form of additional shares of the same class of Disqualified Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.09; provided, in each such case, that the amount thereof is included in
Fixed Charges of the Company as accrued;




     (x) the incurrence by the Company or any Restricted Subsidiary of Indebtedness,
including Indebtedness represented by letters of credit for the account of the Company or
any Restricted Subsidiary, incurred in respect of workers’ compensation claims,
self-insurance obligations, performance, proposal, completion, surety and similar bonds and
completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary
course of business; provided that the underlying obligation to perform is that of the
Company or its Restricted Subsidiaries and not that of the Company’s Unrestricted
Subsidiaries; provided further that such underlying obligation is not in respect of borrowed
money;




     (xi) the incurrence by the Company or any Restricted Subsidiary of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $125.0
million;




     (xii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness,
including but not limited to Indebtedness represented by letters of credit for the account
of the Company or any Restricted Subsidiary, arising from agreements of the Company or a
Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the disposition of any
business, assets or Equity Interests of the Company or a Restricted Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Equity Interests for the purpose of financing such acquisition;




     (xiii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument (except in the case of daylight overdrafts) drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is extinguished
within five Business Days of incurrence; or




     (xiv) the issuance of preferred stock of a Restricted Subsidiary to the Company that is
pledged to secure the Credit Agreement, provided that any subsequent transfer that results
in such preferred stock being held by a Person other than the Company or a Restricted
Subsidiary will be deemed to constitute an issuance of preferred stock not permitted by this
clause (xiv).



          (c) For purposes of determining compliance with any restriction on the incurrence of
Indebtedness where the Indebtedness incurred is not denominated in U.S. dollars, the amount of such
Indebtedness will be the U.S. Dollar Equivalent determined on the date of incurrence of such
Indebtedness; provided, however, that if any such Indebtedness not



59









 




denominated in U.S. dollars is subject to a Hedging Obligation with respect to U.S. dollars
covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of
such Indebtedness expressed in U.S. dollars will be as provided in such Hedging Obligation. The
principal amount of any Permitted Refinancing Indebtedness incurred in the same currency as the
Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness refinanced,
except to the extent that (i) such U.S. Dollar Equivalent was determined based on a Hedging
Obligation, in which case the Permitted Refinancing Indebtedness will be determined in accordance
with the preceding sentence, and (ii) the principal amount of the Permitted Refinancing
Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the
U.S. Dollar Equivalent of such excess will be determined on the date such Permitted Refinancing
Indebtedness is Incurred.




          (d) For purposes of determining compliance with this Section 4.09, in the event that an item
of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (i) through (xiv) of Section 4.09(b), or is entitled to be incurred pursuant
to Section 4.09(a), the Company will be permitted to classify such item of Indebtedness on the date
of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the
date on which Notes are first issued and authenticated under this Indenture will be deemed to have
been incurred on such date in reliance on the exception provided in Section 4.09(b)(i).



          (e) The Company shall not, and shall not permit any Guarantor to, incur any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes or such Note Guarantee on substantially identical
terms; provided, however, that no Indebtedness of the Company or any Guarantor will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the Company or any
Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured
Indebtedness have entered into intercreditor arrangements giving one or more of such holders
priority over the other holders in the collateral held by them.


Section 4.10 Asset Sales.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:




     (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market value of the
assets or Equity Interests issued or sold or otherwise disposed of (except in respect of
Designated Assets sold pursuant to a Designated Asset Contract);




     (ii) the fair market value or Designated Asset Value, as applicable, in the case of any
Asset Sales or series of related Asset Sales having a fair market value of $25.0 million or
more, is determined by the Company’s Board of Directors and evidenced by a resolution of
Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and



60









 






     (iii) at least 75% of the consideration received in the Asset Sale by the Company or
such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
Section 4.10(a)(iii) only, each of the following will be deemed to be cash:




          (1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet, of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the
Notes or any Guarantee) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability;




          (2) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash or Cash Equivalents within 90 days after the
applicable Asset Sale, to the extent of the cash or Cash Equivalents received in
that conversion;




          (3) notes or other obligations or Indebtedness actually received by the Company
or any such Restricted Subsidiary as consideration for the sale or other disposition
of a Designated Asset pursuant to a Designated Asset Contract, but only to the
extent that such notes or other obligations or Indebtedness were explicitly required
to be included, or permitted to be included solely at the option of the purchaser,
in such consideration pursuant to such contract;




          (4) Indebtedness actually received by the Company or any such Restricted
Subsidiary as consideration for the sale or other disposition of an Unoccupied
Facility, in an aggregate principal amount, in any fiscal year of the Company, when
taken together with all Indebtedness received as consideration pursuant to this
clause (4) since the date hereof (but, to the extent that the principal of any
Indebtedness received pursuant to this clause (4) is repaid in cash or such
Indebtedness is sold or otherwise liquidated for cash, minus the amount of such cash
received), not to exceed $20 million; and




          (5) any Designated Non-Cash Consideration received by the Company or any such
Restricted Subsidiary in the Asset Sale, in an aggregate amount in any fiscal year
of the Company (measured on the date such Designated Non-Cash Consideration was
received without giving effect to subsequent changes in value), when taken together
with all other Designated Non-Cash Consideration received as consideration pursuant
to this clause (5) during such fiscal year (but, to the extent that any such
Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus
the lesser of (x) the amount of the cash received (less the cost of disposition, if
any) and (y) the initial amount of such Designated Non-Cash Consideration), not to
exceed $25 million.



          (b) Notwithstanding subsection (a) of this Section 4.10, the Company and its Restricted
Subsidiaries may engage in Asset Swaps; provided that:



61









 






     (i) immediately after giving effect to such Asset Swap, the Company would be permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof; and




     (ii) the Board of Directors of the Company determines that the fair market value of the
assets received by the Company or the Restricted Subsidiary in the Asset Swap is not less
than the fair market value of the assets disposed of by the Company or such Restricted
Subsidiary in such Asset Swap and such determination is evidenced by a resolution of the
Board of Directors set forth in an Officers’ Certificate delivered to the Trustee.



          (c) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or
the applicable Restricted Subsidiary may apply those Net Proceeds, at its option:




     (i) to repay permanently Indebtedness under the Credit Agreement (and with respect to
Net Proceeds of a Restricted Subsidiary that is not a Guarantor, Indebtedness of such
Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto;




     (ii) to acquire, or enter into a definitive agreement to acquire, all or substantially
all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person
engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary
and provided further, however, in the case of a definitive agreement, that such acquisition
closes within 120 days of such 360 day period;




     (iii) to make a capital expenditure in or that is used or useful in a Permitted
Business (provided that the completion of (a) construction of new facilities, (b) expansions
to existing facilities and (c) repair or construction of damaged or destroyed facilities, in
each case, which commences within such 360 days may extend for an additional 360 day period
if the Net Proceeds to be used for such construction, expansion or repair are committed
specifically for such activity within such 360 days); or




     (iv) to acquire other long-term assets that are used or useful in a Permitted Business.



          Pending the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not
prohibited by this Indenture.



          (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph, or that the Company determines will not be applied or invested as provided in
the preceding paragraph, will constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all
Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this Indenture with respect to
offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis
the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased
out of the Excess Proceeds. The offer price in any



62









 




Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash. If
any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be
purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero.




          (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under Section 4.10 by virtue
of such conflict.


Section 4.11 Transactions with Affiliates.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or amend any contract, agreement, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”),
unless:




     (i) such Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person; and




     (ii) the Company delivers to the Trustee:




          (1) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this Section
4.11 and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and




          (2) except with respect to leases of facilities entered into in the ordinary
course of business with a Wholly Owned Subsidiary, with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $50.0 million, an opinion as to the fairness to the
Company of such Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.



          (b) The following items shall be deemed not to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.11(a):




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     (i) indemnity agreements and reasonable employment arrangements (including
severance and retirement agreements) entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business of the Company or such Restricted
Subsidiary, in each case approved by the disinterested members of the Board of Directors of
the Company;




     (ii) transactions between or among the Company and/or its Restricted Subsidiaries;




     (iii) payment of reasonable directors fees to Persons who are not otherwise Affiliates
of the Company;




     (iv) sales of Equity Interests (other than Disqualified Stock) of the Company;




     (v) Permitted Investments and Restricted Payments that are permitted by Section 4.07;




     (vi) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of employment arrangements, stock
options and stock ownership plans and other reasonable fees, compensation, benefits and
indemnities paid or entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business to or with officers, directors or employees of the Company and
its Restricted Subsidiaries; and




     (vii) any pledge of any Government Operating Agreement to secure Non-Recourse Project
Financing Indebtedness related to the facility that is the subject of such Government
Operating Agreement.



Section 4.12 Liens.



          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other
than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless
all payments due under this Indenture and the Notes are secured on an equal and ratable or prior
basis with the Obligations so secured until such time as such Obligations are no longer secured by
a Lien.


Section 4.13 Business Activities.




          The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Restricted Subsidiaries takes as a whole.


Section 4.14 Offer to Repurchase upon a Change of Control.




          (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to
require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of such Holder’s Notes pursuant to the offer



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described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase Notes on the date
(the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures
described in Section 3.08 and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of this Indenture relating to such
Change of Control Offer, the Company shall comply with the applicable securities laws and
regulations and shall be deemed not to have breached its obligations under Section 4.14 by virtue
of such conflict.




          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so properly tendered and (3) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by the Company. The
Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.



          (c) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be
required to make a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not
withdrawn under such Change of Control Offer.


Section 4.15 Designation of Restricted and Unrestricted Subsidiaries.




          The Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value
of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated shall be deemed to be Investments made as of the time of the
designation, subject to the limitations on Restricted Payments. That designation will only be
permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors



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of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if
the redesignation would not cause a Default; provided that such designation shall be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1)
such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period; and (2) no Default
or Event of Default would be in existence following such designation.



Section 4.16 Payments for Consent.




          The Company shall not and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


Section 4.17 Sale and Leaseback Transactions.




          The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale
and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a
Sale and Leaseback Transaction if:




     (i) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback
Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b)
incurred a Lien to secure such Indebtedness pursuant to Section 4.12;




     (ii) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the fair market value, as determined in good faith by the Board of Directors of the
Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property
that is the subject of that Sale and Leaseback Transaction; and




     (iii) the transfer of assets in that Sale and Leaseback Transaction is permitted by,
and the Company applies the proceeds of such transaction in compliance with Section 4.10
hereof.


Section 4.18 Additional Note Guarantees.




          (a) The Notes shall initially be fully and unconditionally guaranteed by each of the Initial
Guarantors and may be guaranteed by additional Subsidiaries of the Company pursuant to this Section
4.18.



          (b) The Company shall not permit any of its Restricted Subsidiaries which are not Guarantors
directly or indirectly, to Guarantee the payment of



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     (i) any Indebtedness of the Company or any Guarantor under any Credit Facility or




     (ii) any Indebtedness of the Company or any Guarantor evidenced by bonds, notes or
other debt securities in an aggregate principal amount of $100 million or more, unless, in
each case, such Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture, in the form of Exhibit E attached hereto, providing for the Guarantee of the
payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or
pari passu with such Subsidiary’s Guarantee of such other Indebtedness.


Section 4.19 Changes in Covenants When Notes Rated Investment Grade.




          (a) If on any date following the date hereof:




     (i) the Notes are rated Baa3 or better by Moody’s or BBB- or better by Standard &
Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the
control of the Company, the equivalent investment grade credit rating from any other
“nationally recognized statistical rating organization” within the meaning of Section
3(a)(62) under the Exchange Act, selected by the Company as a replacement agency); and




     (ii) no Default or Event of Default shall have occurred and be continuing
(collectively, a “Covenant Suspension Event”);


then, beginning on that day and subject to the provisions of Section 4.19(b), the following
sections shall be suspended:




          (1) Section 4.10;



          (2) Section 4.07;



          (3) Section 4.09;



          (4) Section 4.08;



          (5) Section 4.15;



          (6) Section 4.11;



          (7) clause (iv) of Section 5.01(a);



          (8) clauses (i)(a) and (iii) of Section 4.17; and



          (9) Section 4.13.



          (b) During any period that the foregoing covenants have been suspended (a “Suspension
Period”), the Company’s Board of Directors may not designate any of its



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Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 hereof unless such
designation would have been permitted if a Suspension Period had not been in effect at such time.




          (c) Notwithstanding the provisions of Section 4.19(a) above, if the rating assigned by such
rating agency should subsequently decline and the Notes are not rated Baa3 or better by Moody’s nor
BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the
equivalent investment grade credit rating from another nationally recognized statistical rating
organization), the foregoing covenants will be reinstated as of and from the date of such rating
decline. Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been
in effect since the date hereof except that no default will be deemed to have occurred solely by
reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the
suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a
failure to comply with such suspended covenants during any period such covenants have been
suspended.



          (d) The Company shall give prompt written notice of any Covenant Suspension Event and the
termination of any Covenant Suspension Event to the Trustee.


Section 4.20 Liquidated Damages Notice




          (a) In the event that the Company is required to pay Liquidated Damages to holders of Notes
pursuant to the Registration Rights Agreement, the Company will provide written notice (the
“Liquidated Damages Notice”) to the Trustee of its obligation to pay Liquidated Damages no later
than fifteen days prior to the proposed payment date for the Liquidated Damages, and the Liquidated
Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Company on such
payment date. The Trustee shall not at any time be under any duty or responsibility to any holder
of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation
of the amount of Liquidated Damages owed, or with respect to the method employed in such
calculation of the Liquidated Damages.



ARTICLE FIVE

SUCCESSORS



Section 5.01 Merger, Consolidation or Sale of Assets.




          (a) The Company shall not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to any Person or group
of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or transactions if such transaction or transactions, in the aggregate, would result in
an assignment, conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other
Person or group of affiliated Persons, unless at the time and after giving effect thereto:




     (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, lease, transfer, conveyance or other disposition has been



68









 






made is a corporation organized or existing under the laws of the United States, any
state of the United States or the District of Columbia;




     (ii) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or
other disposition has been made assumes all the obligations of the Company under the Notes,
this Indenture and the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;




     (iii) no Default or Event of Default exists;




     (iv) the Company or the other Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, lease, transfer,
conveyance or other disposition has been made will, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof; and




     (v) the Company or the other Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, lease, transfer,
conveyance or other disposition has been made will have delivered to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease,
conveyance, transfer, or other disposition, and if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with the requirements
of this Indenture and that all conditions precedent therein provided for relating to such
transaction have been complied with.



          (b) Clause (iv) of Section 5.01(a) will not apply to: (a) a sale, transfer or other
disposition of assets between or among the Company and any of its Restricted Subsidiaries or (b)
any merger or consolidation of a Restricted Subsidiary into the Company.


Section 5.02 Successor Corporation Substituted. Upon any consolidation or merger, or any sale,
assignment, transfer, conveyance or other disposition of all or substantially all of the assets of
the Company, in accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale, assignment,
transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, assignment, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor corporation and not to the Company) and may exercise all rights and powers of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
company herein.





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ARTICLE SIX

DEFAULTS AND REMEDIES



Section 6.01 Events of Default.




          (a) Each of the following is an “Event of Default”:




     (i) default for 30 days in the payment when due of interest on, or Liquidated Damages
with respect to, the Notes;




     (ii) default in payment when due of the principal of, or premium, if any, on the Notes;




     (iii) failure by the Company or any Restricted Subsidiary, to comply with the
provisions described in Sections 4.10, 4.14 or 5.01 hereof;




     (iv) failure by the Company or any Guarantor for 60 consecutive days after notice to
comply with any of the other agreements in this Indenture;




     (v) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company
or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is
created after the date hereof, if that default:




          (1) is caused by a failure to make any payment when due at the final maturity
of such Indebtedness (a “Payment Default”); or




          (2) results in the acceleration of such Indebtedness prior to its express
maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $25.0 million or more;




     (vi) failure by the Company or any Restricted Subsidiary to pay final judgments not
covered by insurance aggregating in excess of $25.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days;




     (vii) except as permitted by this Indenture, any Note Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Note Guarantee;




     (viii) the Company or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, pursuant to or within the meaning of Bankruptcy Law:




     (1) commences a voluntary case,



70









 






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




     (3) makes a general assignment for the benefit of its creditors, or




     (4) generally is not paying its debts as they become due; and




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




          (1) is for relief against the Company or any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, in an involuntary case; or




          (2) appoints a custodian of the Company or any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary or for all or substantially all of the
property of the Company or any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that taken together, would
constitute a Significant Subsidiary, or




          (3) orders the liquidation of the Company or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary.


Section 6.02 Acceleration.




          (a) In the case of an Event of Default specified in clause (viii) or (ix) of Section 6.01
hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately by notice in writing to the Company specifying the Event of Default.



          (b) In the event of a declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness described in clause
(v) of Section 6.01(a) hereof, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (v) of Section 6.01(a) hereof have
rescinded the declaration of acceleration in respect of the Indebtedness within 30 days of the date
of the declaration and if:




     (i) the annulment of the acceleration of Notes would not conflict with any judgment or
decree of a court of competent jurisdiction; and



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     (ii) all existing Events of Default, except nonpayment of principal or interest on the
Notes that became due solely because of the acceleration of the Notes, have been cured or
waived.


Section 6.03 Other Remedies.




          (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, interest, and Liquidated Damages, if
any, with respect to, the Notes or to enforce the performance of any provision of the Notes or this
Indenture.



          (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a
Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


Section 6.04 Waiver of Past Defaults.




          Holders of a majority in principal amount of the then outstanding Notes by notice to the
Trustee, may on behalf of the Holders of all of the Notes, waive any existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of Default in the
payment of interest or Liquidated Damages, if any, on, or the principal of, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a majority in
principal amount of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration). The Company shall
deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders
have consented to such waiver and attaching copies of such consents. In case of any such waiver,
the Company, the Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section
316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA. 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 6.05 Control by Majority.




          Holders of a majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it and the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default



72









 




relating to the payment of principal or interest or Liquidated Damages, if any) if it
determines that withholding notice is in their interest.



Section 6.06 Limitation on Suits.




          (a) A Holder may pursue a remedy with respect to this Indenture, or the Notes only if:




     (i) the Holder gives to the Trustee written notice of a continuing Event of Default;




     (ii) the Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy;




     (iii) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee security and indemnity satisfactory to the Trustee against any loss, liability or
expense that might be incurred by it in connection with the request or direction;




     (iv) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and




     (v) during such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request.



          (b) A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of
a Note or to obtain a preference or priority over another Holder of a Note (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).


Section 6.07 Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, interest on, and Liquidated Damages, if any, with
respect to, the Note, on or after the respective due dates expressed in the Note (including in
connection with an offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the consent of such
Holder.


Section 6.08 Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as Trustee of an express trust
against the Company for the whole amount of principal of, premium, if any, interest, and Liquidated
Damages, if any, remaining unpaid on the Notes and interest on overdue principal and premium, if
any, and, to the extent lawful, interest and Liquidated Damages, if any, and such further amount as
shall be sufficient to cover the costs and expenses of collection,



73









 




including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.



Section 6.09 Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other securities or property
payable or deliverable on any such claims and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to 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 7.07 hereof.
To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


Section 6.10 Priorities.




          (a) If the Trustee collects any money pursuant to this Article, it shall pay out the money in
the following order:




     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, interest and Liquidated Damages, if any, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium, if any, interest, and Liquidated Damages, if any, respectively; and




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



          (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



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Section 6.11 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 or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does not apply to a suit
by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders
of more than ten percent in principal amount of the then outstanding Notes.



ARTICLE SEVEN

TRUSTEE



Section 7.01 Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



          (b) Except during the continuance of an Event of Default:




     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein).



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



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          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.



          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to it against any loss, costs, liability or expense
that might be incurred by it in connection with the request or direction.



          (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.


Section 7.02 Certain Rights of Trustee.




          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. 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 from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.



          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.



          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction.



          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such
event is sent to the Trustee in accordance with Section 12.02 hereof, and such notice references
the Notes.



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          (h) 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 officer, director and
employee of the Trustee.



          (i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.



          (j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



          (k) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder.


Section 7.03 Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the
same rights it would have if it were not Trustee. However, in the event that the Trustee acquires
any conflicting interest as described in the Trust Indenture Act of 1939, it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.



     Section 7.04 Trustee’s Disclaimer.



          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, it shall not be accountable for the Company’s use of the proceeds from
the Notes or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes
or pursuant to this Indenture other than its certificate of authentication.



     Section 7.05 Notice of Defaults.



          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium and Liquidated Damages, if any, or interest on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.



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Section 7.06 Reports by Trustee to Holders of the Notes.




          (a) Within 60 days after each May 1 beginning with the May 1 following the date hereof, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA § 313(a) (but if no event described
in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA § 313(c).



          (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing when the
Notes are listed on any stock exchange or any delisting thereof.


Section 7.07 Compensation and Indemnity.




          (a) The Company shall pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.



          (b) The Company shall indemnify each of the Trustee and any predecessor Trustee against any
and all losses, liabilities, damages, claims or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this Indenture, including the
reasonable costs and expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by either of the Company or
any Guarantor or any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss,
liability, damage, claim or expense may be attributable to its negligence or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.



          (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture and resignation of removal of the Trustee.



          (d) To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction
and discharge of this Indenture and resignation or removal of the Trustee.



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          (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(a)(viii) and (ix) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



          (f) The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.


Section 7.08 Replacement of Trustee.




          (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.



          (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:




     (i) the Trustee fails to comply with Section 7.10 hereof;




     (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (iii) a custodian or public officer takes charge of the Trustee or its property; or




     (iv) the Trustee becomes incapable of acting.



          (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



          (d) If a successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10%
in principal amount of the then outstanding Notes may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee.



          (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



          (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as



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Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08 or Section 7.09, the Company’s obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.



Section 7.09 Successor Trustee by Merger, Etc.




          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another Person, the successor Person without any further act shall
be the successor Trustee.


Section 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



          This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).


Section 7.11 Preferential Collection of Claims Against Company.




          The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein. The Trustee hereby waives any right to set-off any claim that it may have
against the Company in any capacity (other than as Trustee and Paying Agent) against any of the
assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a
lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such
waiver shall not apply to the extent of such Indebtedness.


Section 7.12 Trustee’s Application for Instructions from the Company.




          Any application by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or such omission shall
be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than five (5) Business Days after the date any Officer of
the Company actually receives such application, unless any such Officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the effective date in the
case of an omission), the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.



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ARTICLE EIGHT

DEFEASANCE AND COVENANT DEFEASANCE



Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at the option of the Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article Eight.


Section 8.02 Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to
their obligations under the Note Guarantees on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the
Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and Guarantees, respectively, which shall thereafter be deemed
to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on reasonable demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04
hereof, and as more fully set forth in such Section, payments in respect of the principal of,
premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due,
(b) the Company’s obligations with respect to such Notes under Article 2 concerning issuing
temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and Company’s
obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article Eight, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.


Section 8.03 Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of
Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions
set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder



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(it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, 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 covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(a)(iii) through (vii) shall not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.




          (a) The following shall be the conditions to the application of either Section 8.02 or 8.03
hereof to the outstanding Notes:




     (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, or interest and premium and Liquidated Damages, if
any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are being defeased to
maturity or to a particular redemption date and, if the Notes are being defeased to a
particular redemption date, the Company must have delivered to the Trustee an irrevocable
notice of redemption;




     (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling or
(b) since the date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel will confirm
that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




     (iii) in the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;




     (iv) no Default or Event of Default has occurred and is continuing either (a) on the
date of such deposit or (b) insofar as Events of Default from bankruptcy or insolvency



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events are concerned, at any time in the period ending on the 123rd day after the date
of deposit;




     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound;




     (vi) the Company must have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the Holders of
Notes over the other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others;




     (vii) the Company must have delivered to the Trustee an Opinion of Counsel to the
effect that the creation of the defeasance trust does not violate the Investment Company Act
of 1940 and after the passage of 123 days following the deposit, the trust fund will not be
subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law; and




     (viii) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.


Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.




          (a) Subject to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium and Liquidated Damages, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law.



          (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to
Section 8.04 hereof 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 Notes.



          (c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the written request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.



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Section 8.06 Repayment to the Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter 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,
shall at the expense of the Company cause to be published once, in the New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining shall be repaid to the Company.


Section 8.07 Reinstatement.




          If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER



Section 9.01 Without Consent of Holders of Notes.




          (a) Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, if any, and
the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder
of a Note:




     (i) to cure any ambiguity, defect or inconsistency;




     (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to
Holders of Notes in the case of a merger or consolidation or sale of all or substantially
all of the Company’s or such Guarantor’s assets;



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     (iv) to make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not materially adversely affect the legal rights under this
Indenture of any such Holder;




     (v) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




     (vi) to conform the text of this Indenture, the Note Guarantees or the Notes to any
provision of the “Description of Notes” in the Offering Memorandum to the extent such
provision in the “Description of Notes” was intended to be a verbatim recitation of a
provision of this Indenture, the Note Guarantees or the Notes;




     (vii) to provide for the issuance of Additional Notes in accordance with the
limitations described herein; or




     (viii) to allow a Subsidiary to execute a supplemental indenture for the purpose of
providing a Note Guarantee in accordance with the provisions of this Indenture.



          (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company
in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


Section 9.02 With Consent of Holders of Notes.




          (a) Except as provided in Section 9.02(e), the Company, the Guarantors, if any, and the
Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes (including Additional Notes, if any) then
outstanding (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).



          (b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.



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          (c) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.



          (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.



          (e) After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may
waive compliance in a particular instance by the Company with any provision of this Indenture, or
the Notes. However, without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




     (i) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (ii) reduce the principal of or change the fixed maturity of any Note or change the
optional redemption dates or optional redemption prices from those provided in Section 3.07
of this Indenture;




     (iii) reduce the rate of or change the time for payment of interest on any Note;




     (iv) waive a Default or Event of Default in the payment of principal of, or interest or
premium, or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes
and a waiver of the payment default that resulted from such acceleration);




     (v) make any Note payable in money other than U.S. dollars;




     (vi) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
or premium or Liquidated Damages, if any, on the Notes;




     (vii) waive a redemption payment with respect to any Note;



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     (viii) release any Guarantor from any of its obligations under its Note Guarantee or
this Indenture, except in accordance with the terms of this Indenture;




     (ix) impair the right to institute suit for the enforcement of any payment on or with
respect to the Notes or the Note Guarantees;




     (x) amend, change or modify the obligation of the Company to make and consummate an
Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after
the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to
make and consummate a Change of Control Offer in the event of a Change of Control in
accordance with Section 4.14 hereof after a Change of Control has occurred, including, in
each case, amending, changing or modifying any definition relating thereto; or




     (xi) make any change in the preceding amendment and waiver provisions.


Section 9.03 Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.


Section 9.04 Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



Section 9.05 Notation on or Exchange of Notes.



          (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



          (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.


Section 9.06 Trustee to Sign Amendments, Etc.




          The Trustee shall sign any amended or supplemental indenture or Note authorized pursuant to
this Article Nine if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental
indenture or Note until its Board of Directors approves it. In executing any



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amended or supplemental indenture or Note, the Trustee shall receive and (subject to Section
7.01 hereof) shall be fully protected in conclusively relying upon an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and is the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms, and that all conditions precedent to such
execution have been met.




ARTICLE TEN

NOTE GUARANTEES



Section 10.01 Guarantee.




          (a) On the Issue Date, all of the Initial Guarantors will Guarantee the obligations of the
Company under the Notes and the Indenture as provided in this Article Ten. On the Issue Date, all
of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Credit Agreement
are the Initial Guarantors hereunder. Subject to this Article Ten, each of the Guarantors
including the Initial Guarantors and any other Subsidiary that may become a Guarantor) hereby,
jointly and severally, and fully and unconditionally, guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at Stated
Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of,
premium, if any, and interest and Liquidated Damages, if any, on the Notes, if lawful (subject in
all cases to any applicable grace period provided herein), and all other obligations of the Company
to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.



          (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law,
their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, 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, notice and all demands whatsoever and covenants that
this Note Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture or except as provided in Section 10.05 of this Indenture.



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          (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.



          (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in, but subject to the provisions of,
Article Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such obligations as provided in Article Six
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Note Guarantee.


Section 10.02. Limitation on Guarantor Liability.




          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
such Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article Ten, result in the
obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or
conveyance.


Section 10.03. Execution and Delivery of a Supplemental Indenture Relating to a Note
Guarantee.




          (a) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



          (b) If an Officer whose signature is on this Indenture or on a supplemental indenture no
longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall
be valid nevertheless.



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          (c) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.



          (d) If required by Section 4.18 hereof, the Company shall cause such Subsidiaries to execute
supplemental indentures to this Indenture in accordance with Section 4.18 hereof and this Article
Ten, to the extent applicable.


Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.




          (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving
Person), another Person, other than the Company or another Guarantor, unless:




     (i) immediately after giving effect to that transaction, no Default or Event of Default
exists; and




     (ii) either:




     (A) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger assumes all the
obligations of that Guarantor under this Indenture and its Note Guarantee and the
Registration Rights Agreement pursuant to a supplemental indenture satisfactory to
the Trustee; or




     (B) such sale or other disposition or consolidation or merger complies with
Section 4.10 hereof.



          (b) In case of any such consolidation, merger, sale or conveyance governed by Section
10.04(a)(ii)(A), upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and reasonably satisfactory in form to the Trustee and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same
effect as if it had been named herein as a Guarantor.


Section 10.05. Release of a Guarantor.




          (a) Any Guarantor shall be released and relieved of any obligations under its Note Guarantee
hereunder, (i) in connection with any sale or other disposition of all of the Capital Stock of
such Guarantor (including by way of merger or consolidation) to a Person that is not (either before
or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of
all such Capital Stock of that Guarantor complies with Section 4.10 hereof; (ii) if the Company
properly designates such Guarantor as an Unrestricted Subsidiary under this Indenture; (iii) upon
Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as permitted
under this Indenture; or (iv) upon the release or termination (other than a termination or release
resulting from the payment thereon) of such Guarantor’s Guarantee, if any, of (a) all Indebtedness
of the Company or any Guarantor under any Credit



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Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or
other debt securities in an aggregate principal amount of $100 million or more.




          (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions
to the release of a Guarantor under this Section 10.05 have been met, the Trustee shall execute any
documents reasonably required in order to evidence the release of such Guarantor from its
obligations under its Note Guarantee.



          (c) Any Guarantor not released from its obligations under its Note Guarantee shall remain
liable for the full amount of principal of and interest and Liquidated Damage, if any, on the Notes
and for the other obligations of any Guarantor under this Indenture as provided in this Article
Ten.



ARTICLE ELEVEN

SATISFACTION AND DISCHARGE



Section 11.01 Satisfaction and Discharge.




          (a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes
issued thereunder, when:



          (i) either:





          (1) all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation; or




          (2) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or
otherwise or will become due and payable within one year and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Liquidated Damages, if any, and accrued
interest to the date of maturity or redemption;




     (ii) no Default or Event of Default shall have occurred and be continuing on the date
of such deposit or shall occur as a result of such deposit and such deposit will not result
in a breach or violation of, or constitute a default under, any other instrument to which
the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;



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     (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it
hereunder; and




     (iv) the Company has delivered irrevocable instructions to the Trustee hereunder to
apply the deposited money toward the payment of the Notes at maturity or the redemption
date, as the case may be.



          (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel
to the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.


Section 11.02 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.




          Subject to Section 11.03 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money be segregated from other funds except to
the extent required by law.


Section 11.03 Repayment to the Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium and Liquidated Damages, if any, or interest on
any Note and remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter 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, shall at the expense of the Company cause to be published once, in the New York
Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining shall be repaid to
the Company.



ARTICLE TWELVE

MISCELLANEOUS



Section 12.01 Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c), the imposed duties shall control.



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Section 12.02 Notices.




          (a) Any notice or communication by the Company or any Guarantor, on the one hand, or the
Trustee on the other hand, to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


If to the Company:



The GEO Group

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Facsimile: (561) 999-7657

Attention: Brian Evans



With a copy to:



Akerman Senterfitt

One Southeast Third Avenue

25th Floor

Miami, Florida 33131-1714

Facsimile: (305) 374-5095

Attention: Jose Gordo



If to the Trustee:



Wells Fargo Bank, National Association

7000 Central Parkway

Suite 550

Atlanta, Georgia 30328

Facsimile: (770) 551-5118

Attention: Corporate Trust Services




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



          (c) All notices and communications (other than those sent to Holders) shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.



          (d) Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or




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communication shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.




          (e) If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. Notwithstanding the
foregoing, notices to the Trustee shall be deemed to be effective only when actually received by
the Trustee’s Corporate Trust Department.



          (f) If the Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.


Section 12.03 Communication by Holders of Notes with Other Holders of Notes.




          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to its rights
under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA § 312(c).


Section 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




     (i) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel (who may rely upon the Officer’s Certificate as to matters of fact),
all such conditions precedent and covenants have been satisfied.


Section 12.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:




     (i) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (ii) 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;



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     (iii) a statement that, in the opinion of such Person, he or she 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 satisfied; and




     (iv) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.


Section 12.06 Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.




          No director, officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or of the Guarantors under the
Notes, this Indenture or the Note Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


Section 12.08 Governing Law.




          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


Section 12.09 Consent to Jurisdiction.




          Any legal suit, action or proceeding arising out of or based upon this Indenture or the
transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of
the United States of America located in the City of New York or the courts of the State of New York
in each case located in the City of New York (collectively, the “Specified Courts”), and each party
irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to
the enforcement of a judgment of any such court (a “Related Judgment”), as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of
any process, summons, notice or document by mail to such party’s (other than the Trustee) address
set forth above shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court has been brought in an
inconvenient forum.



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Section 12.10 No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


Section 12.11 Successors.




          All agreements of the Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors.


Section 12.12 Severability.




          In case any provision in this Indenture or the Notes 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 12.13 Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
PDF shall be deemed to be their original signatures for all purposes.


Section 12.14 Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in person or by
agents duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company if made in the manner provided in this Section
12.14.



          (b) 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 such witness, notary or officer 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 authority. The
fact and date of the execution of any such instrument or writing, or the authority



96









 




of the Person executing the same, may also be proved in any other manner which the Trustee
deems sufficient.




          (c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal
amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be
proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof.



          (d) If the Company shall solicit from the Holders of the Notes any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by
or pursuant to a resolution of its Board of Directors, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding
TIA § 316(c), such record date shall be the record date specified in or pursuant to such
resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation
of Holders generally in connection therewith or the date of the most recent list of Holders
forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not later
than the date such solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion
of the then outstanding Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the then
outstanding Notes shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than 90 days after the
record date.



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



          (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so itself with regard to all or any part of the principal
amount of such Note 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 12.15 Benefit of Indenture.




          Nothing, in this Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and
the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



97









 




Section 12.16 Table of Contents, Headings, Etc.




          The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


Section 12.17 Waiver of Jury Trial.




          EACH OF THE COMPANY AND THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


Section 12.18 Force Majeure.




          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


Section 12.19 U.S.A. Patriot Act.




          The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism
and money laundering, is required to obtain, verify, and record information that identifies each
person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









98









 








          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of
the date set forth above.



	 	 	 	 	 
	 	THE GEO GROUP, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	 Sr. VP & CFO 	 
	 
	 	CORRECTIONAL PROPERTIES PRISON 

FINANCE LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	CORRECTIONAL SERVICES CORPORATION

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	CPT LIMITED PARTNER, LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	CPT OPERATING PARTNERSHIP LP

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 



Indenture Signature Page





 









 








	 	 	 	 	 
	 	GEO ACQUISITION II, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	GEO CARE, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GEO HOLDINGS I, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	PUBLIC PROPERTIES DEVELOPMENT AND 

LEASING LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	GEO RE HOLDINGS LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	SVP & Treasurer 	 
	 
	 	GEO TRANSPORT, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP & Treasurer 	 
	 



Indenture Signature Page






 









 








	 	 	 	 	 
	 	JUST CARE, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP & Treasurer 	 
	 
	 	CORNELL COMPANIES, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL COMPANIES MANAGEMENT 

HOLDINGS, LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL COMPANIES ADMINISTRATION 

LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL CORRECTIONS MANAGEMENT,

INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CCGI CORPORATION

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 




Indenture Signature Page






 









 








	 	 	 	 	 
	 	CORNELL COMPANIES MANAGEMENT 

SERVICES L.P.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO  	 
	 
	 	CORNELL COMPANIES MANAGEMENT, L.P.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL CORRECTIONS OF ALASKA. INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL CORRECTIONS OF CALIFORNIA, 

INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL CORRECTIONS OF TEXAS, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL CORRECTIONS OF RHODE ISLAND, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 




Indenture Signature Page





 









 








	 	 	 	 	 
	 	CORNELL INTERVENTIONS, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORRECTIONAL SYSTEMS, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	WBP LEASING, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	CORNELL ABRAXAS GROUP, INC.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	WBP LEASING, LLC

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP and CFO 	 
	 
	 	BII HOLDING CORPORATION

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP – Finance 	 
	 



Indenture Signature Page










 









 








	 	 	 	 	 
	 	BII HOLDING I CORPORATION

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP – Finance 	 
	 
	 	BEHAVIORAL HOLDING CORP.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP – Finance 	 
	 
	 	BEHAVIORAL ACQUISITION CORP.

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP – Finance 	 
	 
	 	B.I. INCORPORATED

 	 
	 	By:  	/s/ Brian R. Evans 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	VP – Finance 	 
	 



Indenture Signature Page







 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Stefan Victory 	 
	 	 	Name:  	Stefan Victory 	 
	 	 	Title:  	Vice President 	 
	 




Indenture Signature Page






 












 





EXHIBIT A




[Face of Note]




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



     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THIS INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THIS INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THIS INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THIS INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL
NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE GEO GROUP, INC. OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO



A-1









 





AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.




A-2









 








     CUSIP [     ]



			
	No.
	 	**$_____**






THE GEO GROUP, INC.




65⁄8% Senior Notes due 2021



Issue Date: February 10, 2011



          The GEO Group, Inc., a Florida Corporation (the “Company”, which term includes any successor
under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO.,
or its registered assigns, the principal sum of [Amount of Note] on February 15, 2021.



Interest Payment Dates: February 15 and August 15, commencing August 15, 2011.




Record Dates: February 1 and August 1.



          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



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          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers.



	 	 	 	 	 
	 	THE GEO GROUP, INC.

 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(Trustee’s Certificate of Authentication)




This is one of the 6 5⁄8 % Senior Notes due 2021 described in the within-mentioned Indenture.




Dated:




Wells Fargo Bank, National Association, as Trustee




	 	 	 	 	 
	 	 
	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-4









 






	 	 	 	 	 



[Reverse Side of Note]




THE GEO GROUP, INC.


6 5⁄8% Senior Notes due 2021


          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


          1. Interest. The Company promises to pay interest on the principal amount of this Note at 6
5⁄8% per annum from the date hereof until maturity and shall pay the Liquidated Damages, if any,
payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually in arrears on February 15 and
August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of original
issuance; provided that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be August 15, 2011. The Company shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum
in excess of the rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.


          2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest)
and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of
business on the record date immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium and Liquidated Damages, if any, and interest at the office or agency of the
Company maintained for such purpose in The City of New York maintained for such purposes, or, at
the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check
mailed to the Holders at their addresses set forth in the register of Holders, and provided that
payment by wire transfer of immediately available funds shall be required with respect to principal
of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.


          3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.



A-5









 







          4. Indenture. The Company issued the Notes under an Indenture dated as of February 10, 2011
(“Indenture”) among the Company, the Initial Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued
provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.


          5. Optional Redemption. (a) At any time on or prior to February 15, 2014, the Company may on
any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued hereunder (including any Additional Notes) at a redemption price of 106.625% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (A) at
least 65% of the aggregate principal amount of the Notes originally issued under the Indenture
(including any Additional Notes) remains outstanding immediately after the occurrence of such
redemption, excluding Notes held by the Company and its Subsidiaries; and (B) the redemption must
occur within 90 days of the date of the closing of such Equity Offering.


          (b) At any time prior to February 15, 2016, the Company may, at its option, redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price
equal to the sum of (A) 100% of the principal amount thereof, plus (B) the Applicable Premium as of
the date of redemption, plus (C) accrued and unpaid interest and Liquidated Damages, if any, to the
date of redemption.


          (c) Except as set forth in clauses 5(a) and 5(b) above, the Company shall not have the option
to redeem the Notes on or prior to February 15, 2016. Thereafter, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2016
	 	 	103.3125	%
	2017
	 	 	102.2083	%
	2018
	 	 	101.1042	%
	2019 and thereafter
	100.0000	%





          6. Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each
Holder of Notes will have the right to require the Company to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the
offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest and



A-6









 








Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control and offering to
repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”), pursuant to the procedures required by the Indenture and described in such notice.



          (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or
the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (i) to repay
permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a
Restricted Subsidiary that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if
the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto; (ii) to acquire, or enter into a definitive agreement to acquire,
all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock
of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted
Subsidiary and provided further, however, in the case of a definitive agreement, that such
acquisition closes within 120 days of such 360 day period; (iii) to make a capital expenditure in
or that is used or useful in a Permitted Business (provided that the completion of (a) construction
of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged
or destroyed facilities, in each case, which commences within such 360 days may extend for an
additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair
are committed specifically for such activity within such 360 days); or (iv) to acquire other
long-term assets that are used or useful in a Permitted Business. Pending the final application of
any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise
invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds
from Asset Sales that are not applied or invested as provided in the preceding sentence or that the
Company determines will not be applied or invested as provided in the preceding sentence will
constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million,
the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, at the
Company’s option, all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets, to purchase on a pro rata basis the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may
use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall
be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero.


          7. Selection and Notice of Redemption. If less than all of the Notes are to be redeemed or
purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the Notes



A-7









 








are not so listed, on a pro rata basis (based on amounts tendered), by lot or in accordance
with any other method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption. Notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to
that Note will state the portion of the principal amount thereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion of the original Note will be issued in the name of
the Holder thereof upon cancellation of the original Note. Notes called for redemption become due
on the date fixed for redemption. On and after the redemption date, interest and Liquidated
Damages, if any, cease to accrue on Notes or portions of them called for redemption.



          8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Note selected for redemption.
Also, the Company is not required to transfer or exchange any Note for a period of 15 days before
the mailing of a notice of redemption of Notes.


          9. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for
all purposes.


          10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single
class (including, without limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, the Notes), and any existing default or compliance with any provision
of the Indenture or the Notes may be waived with the consent of the Holders of a majority in
principal of the then outstanding Notes and Additional Notes, if any, voting as a single class
(including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide
for uncertificated Notes in addition to or in place of certificated Notes; to provide for the
assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s
assets; to make any change that would provide any additional rights or benefits to the Holders of
Notes or that does not materially adversely affect the legal rights under the Indenture of any such
Holder; to comply with requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act; to allow any Subsidiary to guarantee the Notes; to
conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the
“Description of Notes” in the Offering Memorandum to the extent such provision in the “Description
of Notes” was intended to be a verbatim recitation of a provision of the Notes; to provide for the
issuance of Additional Notes in accordance with the limitations described herein; or to allow a
Subsidiary to



A-8









 








execute a supplemental indenture for the purpose of providing a Note Guarantee in accordance
with the provisions of the Indenture.








          11. Defaults and Remedies. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company or any of its Restricted Subsidiaries that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately by notice in writing to the Company
specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment of principal or
interest or Liquidated Damages) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or Event of Default in
the payment of interest or Liquidated Damages on, or the principal of, the Notes.


          12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.


          13. No Recourse Against Others. No director, officer, employee, incorporator or stockholder
of the Company or any Guarantor, as such, shall have any liability for any obligations of the
Company or of the Guarantors under the Notes, the Indenture or the Note Guarantees, or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective to waive
liabilities under the federal securities laws.


          14. Authentication. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.


          15. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration
Rights Agreement dated as of February 10, 2011, between the Company and the parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have the rights set forth in one or more registration rights
agreement, if any, between the Company, the Guarantors, if any, and the



A-9









 








other parties thereto, relating to rights given by the Company and the Guarantors to the
purchasers of Additional Notes (the “Registration Rights Agreement”).



          16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


          The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



The GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Facsimile: (561) 999-7657

Attention: Brian Evans



With a copy to:



Akerman Senterfitt

One Southeast Third Avenue

25th Floor

Miami, Florida 33131-1714

Facsimile: (305) 374-5095

Attention: Jose Gordo, Esq.



A-10









 








ASSIGNMENT FORM



          To assign this Note, fill in the form below:



(I) or (we) assign and transfer this Note to: 






(Insert assignee’s legal name)




 


(Insert assignee’s soc. sec. or tax I.D. no.)



 


 


 


 






(Print or type assignee’s name, address and zip code)




and irrevocably appoint 







to transfer this Note on the books of the Company. The agent may substitute another to act for
him.




Date: __________





	 	 	Your Signature:  






(Sign exactly as your name appears on the face of this Note)




Signature Guarantee*: ________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-11









 










OPTION OF HOLDER TO ELECT PURCHASE



          If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.14 of the Indenture, check the appropriate box below:



o  Section 4.10  o  Section 4.14



          If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:



$ ______________




Date: ___________



Your
Signature: ________________________________



(Sign exactly as your name appears on the face of this Note)



Tax Identification No.:_____________________



Signature Guarantee*: ________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A-12









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



          The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount at	 	 	 	 
	 	 	Amount of Decrease in	 	 	Amount of Increase in	 	 	Maturity	 	 	Signature of	 
	 	 	Principal Amount at	 	 	Principal Amount at	 	 	of this Global Note	 	 	Authorized Signatory	 
	 	 	Maturity	 	 	Maturity	 	 	Following such	 	 	of Trustee or	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	decrease (or increase)	 	 	Note Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





A-13









 






EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




The GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Attention: Brian Evans




Wells Fargo Bank —  DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com



          Re: 6 5⁄8% Senior Notes due 2021


          Reference is hereby made to the Indenture, dated as of February 10, 2011 (the “Indenture”),
among The GEO Group, Inc., a Florida corporation (the “Company”), the Initial Guarantors (as
defined in the Indenture) and Wells Fargo Bank, National Association, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


          ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $___________ in
such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:



[CHECK ALL THAT APPLY]



          o  1. Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Transfer in accordance with the terms of the



B-1









 








Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.



          o  2. Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with
a buyer in the United States, (ii) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the
restricted period, the transfer is not being made to a U.S. Person or for the account or benefit of
a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Permanent Global Note, the Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.


          o  3. Check and complete if Transferee will take delivery of a beneficial interest in
a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that
(check one):




     (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





     (b) such Transfer is being effected to the Company or a subsidiary thereof;



or





     (c) such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of the
Securities Act;



or




B-2









 









     (d) such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities
Act and the Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided
by the Transferor or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and
in the Indenture and the Securities Act.


          4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.


          o  (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


          o  (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


          o  (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to



B-3









 








the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.



          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.


 

[Insert Name of Transferor]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _________




B-4









 








ANNEX A TO CERTIFICATE OF TRANSFER




1. The Transferor owns and proposes to transfer the following:




[CHECK ONE OF (A) OR (B)]




	 	 	 	 	 

	o

	 	(A)
	 	A BENEFICIAL INTEREST IN THE:
	 
	 	 	 	 
	 

	 	(i)
	 	144A Global Note (CUSIP __________); or
	 
	 	 	 	 
	 

	 	(ii)
	 	Regulation S Global Note (CUSIP __________); or
	 
	 	 	 	 
	o

	 	(B)
	 	A RESTRICTED DEFINITIVE NOTE.





2. After the Transfer the Transferee will hold:

[CHECK
ONE]




	 	 	 	 	 

	o

	 	(A)
	 	A BENEFICIAL INTEREST IN THE:
	 
	 	 	 	 
	 

	 	(i) 	 	 144A Global Note (CUSIP __________); or
	 
	 	 	 	 
	 

	 	(ii)
	 	Regulation S Global Note (CUSIP __________); or
	 
	 	 	 	 
	 

	 	(iii)
	 	Unrestricted Global Note (CUSIP ________); or
	 
	 	 	 	 
	o

	 	(B)
	 	A RESTRICTED DEFINITIVE NOTE; OR
	 
	 	 	 	 
	o

	 	(C)
	 	AN UNRESTRICTED DEFINITIVE NOTE,






in accordance with the terms of the Indenture.






B-5









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




The GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Attention: Brian Evans




Wells Fargo Bank —  DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com



          Re: 6 5⁄8% Senior Notes due 2021



Reference is hereby made to the Indenture, dated as of February 10, 2011 (the “Indenture”), among
The GEO Group, Inc., a Florida corporation (the “Company”), the Initial Guarantors (as defined in
the Indenture) and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.



          __________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest
in such Note[s] specified herein, in the principal amount at maturity of $____________ in such
Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:


          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note


          o  (a) Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i)
the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended
(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



C-1









 







          o  (b) Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


          o  (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in
an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted
Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


          o  (d) Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for
an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


          o  (a) Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at
maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the
Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Definitive Note and in the Indenture and the Securities Act.


          o  (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in
a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted



C-2









 








Definitive
Note for a beneficial interest in the [CHECK ONE]  o  o 144A Global Note,
o  Regulation S Global Note with an equal principal amount at maturity, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture,
the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.



          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: ________






C-3









 








EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




The GEO Group, Inc.

One Park Place

621 NW 53rd Street

Suite 700

Boca Raton, Florida 33487

Attention: Brian Evans




Wells Fargo Bank —  DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com



          Re: 6 5⁄8% Senior Notes due 2021


          Reference is hereby made to the Indenture, dated as of February 10, 2011 (the “Indenture”),
among The GEO Group, Inc., a Florida corporation (the “Company”), the Initial Guarantors (as
defined in the Indenture) and Wells Fargo Bank, National Association, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


          In connection with our proposed purchase of $____________ aggregate principal amount at
maturity of:


          (a) beneficial interest in a Global Note, or


          (b) a Definitive Note,


          we confirm that:


          1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the United States Securities Act of 1933,
as amended (the “Securities Act”).


          2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof,



D-1









 








(B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer”
(as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior
to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to
the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in
form reasonably acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we further agree to
provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from
us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.



          3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.


          4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.


          5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.


          You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	[Insert Name of Accredited Investor]

 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _________






D-2









 








EXHIBIT E




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




Supplemental Indenture (this “Supplemental Indenture”), dated as of _____________, among
__________________ (the “Guaranteeing Subsidiary”), a subsidiary of The GEO Group, Inc. (or its
successors), a Florida corporation (the “Company”), the Company and Wells Fargo Bank, National
Association (or its permitted successor), as Trustee under the Indenture referred to below (the
“Trustee”).




W I T N E S S E T H



          WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the
“Indenture”), dated as of February 10, 2011 providing for the issuance of an aggregate principal
amount of $300.0 million of 6 5⁄8% Senior Notes due 2021 (the “Notes”);


          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and


          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.


          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:


          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.


          2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to fully and
unconditionally, and along with all other Guarantors, to jointly and severally Guarantee the Notes
and the Company’s obligations under the Indenture in the manner set forth in Article Ten of the
Indenture and by execution and delivery of this Supplemental Indenture hereby agrees to become a
party to the Indenture as a Guarantor thereunder and hereby assumes all obligations and rights of a
Guarantor thereunder as if the undersigned Subsidiary Guarantor were initially a party to the
Indenture.


          3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note
Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Note Guarantee.


          4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS



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SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



          5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.


          6. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.


          7. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Company.



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



Dated: _______________, ____




	 	 	 	 	 
	 	[Guaranteeing Subsidiary]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE GEO GROUP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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