Indenture shall be subject to, and shall be governed by, the
provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall to the extent applicable be governed by such provisions.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.
DEFINITIONS.
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:
(A)
THE TERMS DEFINED IN THIS ARTICLE HAVE THE MEANINGS ASSIGNED TO
THEM IN THIS ARTICLE AND INCLUDE THE PLURAL AS WELL AS THE SINGULAR;
(B)
ALL OTHER TERMS USED HEREIN WHICH ARE DEFINED IN THE TRUST
INDENTURE ACT, EITHER DIRECTLY OR BY REFERENCE THEREIN, HAVE THE MEANINGS
ASSIGNED TO THEM THEREIN;
(C)
ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (AS DEFINED HEREIN); AND
(D)
THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER" AND OTHER WORDS OF
SIMILAR IMPORT REFER TO THIS INDENTURE AS A WHOLE AND NOT TO ANY PARTICULAR
ARTICLE, SECTION OR OTHER SUBDIVISION.
"ACQUIRED INDEBTEDNESS" MEANS INDEBTEDNESS OF A PERSON (A) EXISTING AT THE TIME
SUCH PERSON IS MERGED WITH OR INTO THE COMPANY OR A SUBSIDIARY OR BECOMES A
SUBSIDIARY OR (B) ASSUMED IN CONNECTION WITH THE ACQUISITION OF ASSETS FROM SUCH
PERSON.
"ADDITIONAL SECURITIES" MEANS AN UNLIMITED MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES (OTHER THAN THE INITIAL SECURITIES AND EXCHANGE SECURITIES) ISSUED
UNDER THIS INDENTURE IN ACCORDANCE WITH SECTION 201 AND SUBJECT TO SECTION 1007
HEREOF.
"ADJUSTED TREASURY RATE" MEANS, WITH RESPECT TO ANY REDEMPTION DATE, THE RATE
PER ANNUM EQUAL TO THE SEMIANNUAL EQUIVALENT YIELD TO MATURITY OF THE COMPARABLE
TREASURY ISSUE, ASSUMING A PRICE FOR THE COMPARABLE TREASURY ISSUE (EXPRESSED AS
A PERCENTAGE OF ITS PRINCIPAL AMOUNT) EQUAL TO THE COMPARABLE TREASURY PRICE FOR
SUCH REDEMPTION DATE.
"AFFILIATE" MEANS, WITH RESPECT TO ANY SPECIFIED PERSON, ANY OTHER PERSON
DIRECTLY OR INDIRECTLY CONTROLLING OR CONTROLLED BY OR UNDER DIRECT OR INDIRECT
COMMON CONTROL WITH SUCH SPECIFIED PERSON.
FOR THE PURPOSES OF THIS DEFINITION,
"CONTROL", WHEN USED WITH RESPECT TO ANY SPECIFIED PERSON, MEANS THE POWER TO
DIRECT THE MANAGEMENT AND POLICIES OF SUCH PERSON, DIRECTLY OR INDIRECTLY,
WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE;
AND THE TERMS "CONTROLLING" AND "CONTROLLED" HAVE MEANINGS CORRELATIVE TO THE
FOREGOING.
"AGENT MEMBERS" HAS THE MEANING SPECIFIED IN SECTION 313.
"ANNUALIZED OPERATING CASH FLOW" MEANS, FOR ANY PERIOD OF THREE COMPLETE
CONSECUTIVE CALENDAR MONTHS, AN AMOUNT EQUAL TO OPERATING CASH FLOW FOR SUCH
PERIOD MULTIPLIED BY FOUR.
"AVERAGE LIFE" MEANS, AT ANY DATE OF DETERMINATION WITH RESPECT TO ANY DEBT
SECURITY, THE QUOTIENT OBTAINED BY DIVIDING (A) THE SUM OF THE PRODUCTS OF
(I) THE NUMBER OF YEARS FROM SUCH DATE OF DETERMINATION TO THE