th<\/sup>
\nFloor, New York, New York 10005.<\/p>\n<\/p>\n“corporation” includes corporations, associations, partnerships, limited
\nliability companies, companies and business trusts.<\/p>\n<\/p>\n
4<\/p>\n
\n
\n“Cumulative Cash Flow Credit” means the sum of:<\/p>\n<\/p>\n
(a) cumulative Operating Cash Flow during the period commencing on April 1,
\n2008 and ending on the last day of the most recent month preceding the date of
\nthe proposed Restricted Payment for which financial information is available or,
\nif cumulative Operating Cash Flow for such period is negative, minus the amount
\nby which cumulative Operating Cash Flow is less than zero, plus<\/p>\n<\/p>\n
(b) the aggregate net proceeds received by the Company from the issuance or
\nsale (other than to a Restricted Subsidiary) of its Capital Stock (other than
\nDisqualified Stock) on or after April 1, 2008, plus<\/p>\n<\/p>\n
(c) the aggregate net proceeds received by the Company from the issuance or
\nsale (other than to a Restricted Subsidiary) of its Capital Stock (other than
\nDisqualified Stock) on or after April 1, 2008, upon the conversion of, or
\nexchange for, Indebtedness of the Company or any Restricted Subsidiary or from
\nthe exercise of any options, warrants or other rights to acquire Capital Stock
\nof the Company.<\/p>\n<\/p>\n
For purposes of this definition, the net proceeds in property other than cash
\nreceived by the Company as contemplated by clauses (b) and (c) above shall be
\nvalued at the fair market value of such property (as determined by the Board of
\nDirectors, whose good faith determination shall be conclusive) at the date of
\nreceipt by the Company.<\/p>\n<\/p>\n
“Cumulative Interest Expense” means, for the period commencing on April 1,
\n2008 and ending on the last day of the most recent month preceding the proposed
\nRestricted Payment for which financial information is available, the aggregate
\nof the interest expense of the Company and its Restricted Subsidiaries for such
\nperiod, determined on a consolidated basis in accordance with generally accepted
\naccounting principles, including interest expense attributable to Capitalized
\nLease Obligations.<\/p>\n<\/p>\n
“Debt” with respect to any Person means, without duplication, any liability,
\nwhether or not contingent, (a) in respect of borrowed money or evidenced by
\nbonds, notes, debentures or similar instruments or letters of credit (or
\nreimbursement agreements with respect thereto), but excluding reimbursement
\nobligations under any surety bond, (b) representing the balance deferred and
\nunpaid of the purchase price of any property (including pursuant to Capitalized
\nLease Obligations), except any such balance that constitutes a trade payable,
\n(c) under Interest Swap Agreements entered into pursuant to the Bank Credit
\nAgreement, (d) under any other agreement related to the fixing of interest rates
\non any Indebtedness, such as an interest swap, cap or collar agreement (if and
\nto the extent any of the foregoing liabilities would appear as a liability upon
\na balance sheet of such Person prepared on a consolidated basis in accordance
\nwith generally accepted accounting principles) or (e) guarantees of items of
\nother Persons which would be included within this definition for such other
\nPersons, whether or not the guarantee would appear on such balance sheet. “Debt”
\nshall not include (a) Disqualified Stock, (b) any liability for<\/p>\n<\/p>\n
5<\/p>\n
\n
\nfederal, state, local or other taxes owed or owing by such person or (c) any
\naccounts payable or other liability to trade creditors arising in the ordinary
\ncourse of business (including guarantees thereof or instruments evidencing such
\nliabilities).<\/p>\n<\/p>\n
“Default” means any event that is, or after notice or passage of time or both
\nwould be, an Event of Default.<\/p>\n<\/p>\n
“Depository” means, with respect to the Securities issued in the form of one
\nor more Book-Entry Securities, The Depository Trust Company or another Person
\ndesignated as Depository by the Company, which must be a clearing agency
\nregistered under the Exchange Act.<\/p>\n<\/p>\n
“Disqualified Stock” means any Capital Stock of the Company or any Restricted
\nSubsidiary which, by its terms (or by the terms of any security into which it is
\nconvertible or for which it is exchangeable), or upon the happening of any
\nevent, matures or is mandatorily redeemable, pursuant to a sinking fund
\nobligation or otherwise, or is redeemable at the option of the holder thereof,
\nin whole or in part, on or prior to the maturity date of the Securities.<\/p>\n<\/p>\n
“Event of Default” has the meaning specified in Article Five.<\/p>\n<\/p>\n
“Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n<\/p>\n
“Exchange Offer” means the offer by the Company to the Holders of the Initial
\nSecurities or any Additional Securities to exchange all of the Initial
\nSecurities or such Additional Securities, as the case may be, for Exchange
\nSecurities, as provided for in the Registration Rights Agreement.<\/p>\n<\/p>\n
“Exchange Offer Registration Statement” means the Exchange Offer Registration
\nStatement as defined in the Registration Rights Agreement.<\/p>\n<\/p>\n
“Exchange Securities” has the meaning specified in the first recital of this
\nIndenture and refers to any Exchange Securities containing terms substantially
\nidentical to the Initial Securities and Additional Securities (except that (a)
\nsuch Exchange Securities shall not contain terms with respect to transfer
\nrestrictions and shall be registered under the Securities Act, and (b) certain
\nprovisions relating to an increase in the stated rate of interest thereon shall
\nbe eliminated) that are issued and exchanged for the Initial Securities and
\nAdditional Securities in accordance with the Exchange Offer, as provided for in
\nthe Registration Rights Agreement and this Indenture.<\/p>\n<\/p>\n
“generally accepted accounting principles” or “GAAP” means generally accepted
\naccounting principles in the United States, as in effect on the date of
\ndetermination, consistently applied.<\/p>\n<\/p>\n
“Global Security” means one or more Securities evidencing all or a part of
\nthe Securities to be issued as Book-Entry Securities, issued to the Depository
\nin accordance with<\/p>\n<\/p>\n
6<\/p>\n
\n
\nSection 303 and bearing the legend prescribed in Section 206 and, in the case
\nof a Restricted Security, the legend prescribed in Section 205.<\/p>\n<\/p>\n
“guarantee” means, as applied to any obligation, (a) a guarantee (other than
\nby endorsement of negotiable instruments for collection in the ordinary course
\nof business), direct or indirect, in any manner, of any part or all of such
\nobligation or (b) an agreement, direct or indirect, contingent or otherwise,
\nproviding assurance of the payment or performance (or payment of damages in the
\nevent of non-performance) of any part or all of such obligation, including,
\nwithout limiting the foregoing, the payment of amounts drawn down by letters of
\ncredit. Notwithstanding anything herein to the contrary, a guarantee shall not
\ninclude any agreement solely because such agreement creates a Lien on the assets
\nof any Person. The amount of a guarantee shall be deemed to be the maximum
\namount of the obligation guaranteed for which the guarantor could be held liable
\nunder such guarantee.<\/p>\n<\/p>\n
“Holder” means a Person in whose name a Security is registered in the
\nSecurity Register.<\/p>\n<\/p>\n
“Indebtedness” with respect to any Person means the Debt of such Person;
\nprovided<\/u> that, for purposes of the definition of “Indebtedness”
\n(including the term “Debt” to the extent incorporated in such definition) and
\nfor purposes of the definition of Event of Default, the term “guarantee” shall
\nnot be interpreted to extend to a guarantee under which recourse is limited to
\nthe Capital Stock of an entity that is not a Restricted Subsidiary.<\/p>\n<\/p>\n
“Indenture” means this instrument as originally executed (including all
\nexhibits and schedules hereto) and as it may from time to time be supplemented
\nor amended by one or more indentures supplemental hereto entered into pursuant
\nto the applicable provisions hereof.<\/p>\n<\/p>\n
“Initial Interest Payment Date” has the meaning specified in Section 301.\n<\/p>\n<\/p>\n
“Initial Purchasers”means J.P. Morgan Securities LLC, Barclays Capital Inc.,
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
\nInc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley
\n& Co. LLC, Natixis Securities Americas LLC, RBC Capital Markets, LLC, RBS
\nSecurities Inc., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc.,
\nUBS Securities LLC and U.S. Bancorp Investments, Inc.<\/p>\n<\/p>\n
“Initial Securities” has the meaning specified in the recitals to this
\nIndenture.<\/p>\n<\/p>\n
“Interest Payment Date” means the Stated Maturity of an installment of
\ninterest on the Securities.<\/p>\n<\/p>\n
“Interest Swap Agreement” means an interest rate swap, cap or collar
\nagreement or similar arrangement among the Company and\/or any Restricted
\nSubsidiary and one or more banks or financial institutions providing for
\nprotection against fluctuations in interest rates or the exchange of nominal
\ninterest obligations among the Company and\/or such Restricted Subsidiary<\/p>\n<\/p>\n
7<\/p>\n
\n
\nand such banks or financial institutions, either generally or under specific
\ncontingencies, as said agreement or arrangement shall be modified and
\nsupplemented and in effect from time to time.<\/p>\n<\/p>\n
“Interest Swap Obligations” means, with respect to any Person, the
\nobligations of such Person pursuant to any arrangement with any other Person
\nwhereby, directly or indirectly, such Person is entitled to receive from time to
\ntime periodic payments calculated by applying either a floating or a fixed rate
\nof interest on a stated notional amount in exchange for periodic payments made
\nby such Person calculated by applying a fixed or a floating rate of interest on
\nthe same notional amount.<\/p>\n<\/p>\n
“Investment” means any advance, loan, account receivable (other than an
\naccount receivable arising in the ordinary course of business), or other
\nextension of credit (excluding, however, accrued and unpaid interest in respect
\nof any advance, loan or other extension of credit) or any capital contribution
\nto (by means of transfers of property to others, payments for property or
\nservices for the account or use of others, or otherwise), any purchase or
\nownership of any stocks, bonds, notes, debentures or other securities
\n(including, without limitation, any interests in any partnership or joint
\nventure) of, or any bank accounts with or guarantee of any Indebtedness or other
\nobligations of, any Unrestricted Subsidiary or Affiliate that is not a
\nSubsidiary; provided<\/u> that (a) the term “Investment” shall not include any
\ntransaction that would otherwise constitute an Investment of the Company or a
\nSubsidiary to the extent that the consideration provided by the Company or such
\nSubsidiary in connection therewith shall consist of Capital Stock of the Company
\n(other than Disqualified Stock) and (b) the term “guarantee” shall not be
\ninterpreted to extend to a guarantee under which recourse is limited to the
\nCapital Stock of an entity that is not a Restricted Subsidiary.<\/p>\n<\/p>\n
“Lease” means any capital lease, operating lease, equipment lease, real
\nproperty lease or other lease.<\/p>\n<\/p>\n
“Lien” means any lien, security interest, charge or encumbrance of any kind
\n(including any conditional sale or other title retention agreement, any lease in
\nthe nature of a security interest and any agreement to give any security
\ninterest). A Person shall be deemed to own subject to a Lien any property which
\nsuch Person has acquired or holds subject to the interest of a vendor or lessor
\nunder a conditional sale agreement, capital lease or other title retention
\nagreement.<\/p>\n<\/p>\n
“Liquidated Damages” means all liquidated damages then owing pursuant to
\nSection 4 of the Registration Rights Agreement, or, in the case of Additional
\nSecurities, the applicable section of the registration rights agreement entered
\ninto with respect to those Additional Securities.<\/p>\n<\/p>\n
“Maturity” when used with respect to any Security means the date on which the
\nprincipal of such Security becomes due and payable as therein or herein provided
\nwhether at the Stated Maturity, by declaration of acceleration or otherwise.\n<\/p>\n<\/p>\n
8<\/p>\n
\n
\n“Officers153 Certificate” means a certificate signed by (a) the Chairman, Chief
\nExecutive Officer, a Vice Chairman, the President, a Vice President or the
\nTreasurer of the Company and (b) the Secretary or an Assistant Secretary of the
\nCompany and delivered to the Trustee; provided<\/u>, however<\/u>, that such
\ncertificate may be signed by two of the officers or directors listed in clause
\n(a) above in lieu of being signed by one of such officers or directors listed in
\nsuch clause (a) and one of the officers listed in clause (b) above.<\/p>\n<\/p>\n
“Operating Cash Flow” means, for any period, the sum of the following for the
\nCompany and the Restricted Subsidiaries for such period, determined on a
\nconsolidated basis in accordance with generally accepted accounting principles
\n(except for the amortization of deferred installation income which shall be
\nexcluded from the calculation of Operating Cash Flow for all purposes of this
\nIndenture): (a) aggregate operating revenues minus<\/u> (b) aggregate
\noperating expenses (including technical, programming, sales, selling, general
\nand administrative expenses and salaries and other compensation, net of amounts
\nallocated to Affiliates, paid to any general partner, director, officer or
\nemployee of the Company or any Restricted Subsidiary, but excluding interest,
\ndepreciation and amortization and the amount of non-cash compensation in respect
\nof the Company153s employee incentive stock programs for such period (not to
\nexceed in the aggregate for any calendar year 7% of the Operating Cash Flow for
\nthe previous calendar year) and, to the extent otherwise included in operating
\nexpenses, any losses resulting from a write-off or write-down of Investments by
\nthe Company or any Restricted Subsidiary in Affiliates). For purposes of
\ndetermining Operating Cash Flow, there shall be excluded all management fees
\nuntil actually paid to the Company or any Restricted Subsidiary in cash.<\/p>\n<\/p>\n
“Opinion of Counsel” means a written opinion of counsel, who may be counsel
\nfor the Company. Each such opinion shall include the statements provided for in
\nTrust Indenture Act section 314 to the extent applicable.<\/p>\n<\/p>\n
“Outstanding” when used with respect to Securities means, as of the date of
\ndetermination, all Securities theretofore authenticated and delivered under this
\nIndenture, except:<\/p>\n<\/p>\n
(a) Securities theretofore canceled by the Trustee or delivered to the
\nTrustee for cancellation;<\/p>\n<\/p>\n
(b) Securities, or portions thereof, for whose payment or purchase money in
\nthe necessary amount has been theretofore deposited with the Trustee or any
\nPaying Agent (other than the Company) in trust or set aside and segregated in
\ntrust by the Company (if the Company shall act as its own Paying Agent) for the
\nHolders of such Securities;<\/p>\n<\/p>\n
(c) Securities, except to the extent provided in Sections 1202 and 1203, with
\nrespect to which the Company has effected defeasance and\/or covenant defeasance
\nas provided in Article Twelve; and<\/p>\n<\/p>\n
(d) Securities paid pursuant to Section 306, Securities in exchange for
\nwhich, or in lieu of which, other Securities have been authenticated and
\ndelivered pursuant to this<\/p>\n<\/p>\n
9<\/p>\n
\n
\nIndenture, other than any such Securities in respect of which there shall
\nhave been presented to the Trustee proof satisfactory to it that such Securities
\nare held by a bona fide purchaser in whose hands the Securities are valid
\nobligations of the Company;<\/p>\n<\/p>\n
provided<\/u>, however<\/u>, that, in determining whether the Holders of
\nthe requisite principal amount of Outstanding Securities have given any request,
\ndemand, direction, consent or waiver hereunder, Securities owned by the Company
\nor any other obligor upon the Securities, or any Affiliate of the Company, or
\nsuch other obligor, shall be disregarded and deemed not to be Outstanding,
\nexcept that, in determining whether the Trustee shall be protected in relying
\nupon any such request, demand, direction, consent or waiver, only Securities
\nwhich a Responsible Officer of the Trustee actually knows to be so owned shall
\nbe so disregarded. Securities so owned which have been pledged in good faith may
\nbe regarded as Outstanding if the pledgee establishes to the satisfaction of the
\nTrustee the pledgee153s right so to act with respect to such Securities and that
\nthe pledgee is not the Company or any other obligor upon the Securities or any
\nAffiliate of the Company or such other obligor.<\/p>\n<\/p>\n
“Paying Agent” means any Person authorized by the Company to pay the
\nprincipal of or interest on any Securities on behalf of the Company.<\/p>\n<\/p>\n
“Permitted Liens” means the following types of Liens:<\/p>\n<\/p>\n
(a) Liens existing on the date of this Indenture;<\/p>\n<\/p>\n
(b) Liens on shares of the Capital Stock of an entity that is not a
\nRestricted Subsidiary, which Liens solely secure a guarantee by the Company or a
\nRestricted Subsidiary, or both, of Indebtedness of such entity;<\/p>\n<\/p>\n
(c) Liens on Receivables and Related Assets (and proceeds thereof) securing
\nonly Indebtedness otherwise permitted to be incurred by a Securitization
\nSubsidiary;<\/p>\n<\/p>\n
(d) Liens on shares of the Capital Stock of a Subsidiary securing
\nIndebtedness under the Bank Credit Agreement or any renewal or replacement of
\nthe Bank Credit Agreement;<\/p>\n<\/p>\n
(e) Liens granted in favor of the Company or any Restricted Subsidiary;<\/p>\n<\/p>\n
(f) Liens securing the Securities;<\/p>\n<\/p>\n
(g) Liens securing Acquired Indebtedness created prior to (and not in
\nconnection with or in contemplation of) the incurrence of such Indebtedness by
\nthe Company or a Restricted Subsidiary; provided<\/u> that such Lien does not
\nextend to any property or assets of the Company or any Restricted Subsidiary
\nother than the assets acquired in connection with the incurrence of such
\nAcquired Indebtedness;<\/p>\n<\/p>\n
10<\/p>\n
\n
\n(h) Liens securing Interest Swap Obligations or “margin stock”, as defined in
\nRegulations G and U of the Board of Governors of the Federal Reserve System;\n<\/p>\n<\/p>\n
(i) statutory Liens of landlords and carriers, warehousemen, mechanics,
\nsuppliers, materialmen, repairmen or other like Liens arising in the ordinary
\ncourse of business of the Company or any Restricted Subsidiary and with respect
\nto amounts not yet delinquent or being contested in good faith by appropriate
\nproceedings;<\/p>\n<\/p>\n
(j) Liens for taxes, assessments, government charges or claims not yet due or
\nthat are being contested in good faith by appropriate proceedings;<\/p>\n<\/p>\n
(k) zoning restrictions, easements, rights-of-way, restrictions and other
\nsimilar charges or encumbrances or minor defects in title not interfering in any
\nmaterial respect with the business of the Company or any of its Restricted
\nSubsidiaries;<\/p>\n<\/p>\n
(l) Liens arising by reason of any judgment, decree or order of any court,
\narbitral tribunal or similar entity so long as any appropriate legal proceedings
\nthat may have been initiated for the review of such judgment, decree or order
\nshall not have been finally terminated or the period within which such
\nproceedings may be initiated shall not have expired;<\/p>\n<\/p>\n
(m) Liens incurred or deposits made in the ordinary course of business in
\nconnection with workers153 compensation, unemployment insurance and other types of
\nsocial security or similar legislation;<\/p>\n<\/p>\n
(n) Liens securing the performance of bids, tenders, Leases, contracts,
\nfranchises, public or statutory obligations, surety, stay or appeal bonds, or
\nother similar obligations arising in the ordinary course of business;<\/p>\n<\/p>\n
(o) Leases under which the Company or any Restricted Subsidiary is the lessee
\nor the lessor;<\/p>\n<\/p>\n
(p) purchase money mortgages or other purchase money liens (including,
\nwithout limitation, any Capitalized Lease Obligations) upon any fixed or capital
\nassets acquired after the date of this Indenture, or purchase money mortgages
\n(including, without limitation, Capitalized Lease Obligations) on any such
\nassets hereafter acquired or existing at the time of acquisition of such assets,
\nwhether or not assumed, so long as (i) such mortgage or lien does not extend to
\nor cover any other asset of the Company or any Restricted Subsidiary and (ii)
\nsuch mortgage or lien secures the obligation to pay the purchase price of such
\nasset, interest thereon and other charges incurred in connection therewith (or
\nthe obligation under such Capitalized Lease Obligation) only;<\/p>\n<\/p>\n
11<\/p>\n
\n
\n(q) Liens securing reimbursement obligations with respect to commercial
\nletters of credit which encumber documents and other property relating to such
\nletters of credit and products and proceeds thereof;<\/p>\n<\/p>\n
(r) Liens encumbering deposits made to secure obligations arising from
\nstatutory, regulatory, contractual, or warranty requirements of the Company or
\nany of its Restricted Subsidiaries, including rights of offset and set-off;<\/p>\n<\/p>\n
(s) Liens to secure other Indebtedness; provided<\/u>, however<\/u>, that
\nthe principal amount of any Indebtedness secured by such Liens, together with
\nthe principal amount of any Indebtedness refinancing any Indebtedness incurred
\nunder this clause (s) as permitted by clause (t) below (and successive
\nrefinancings thereof), may not exceed 15% of the Company153s Consolidated Net
\nTangible Assets as of the last day of the Company153s most recently completed
\nfiscal year for which financial information is available; and<\/p>\n<\/p>\n
(t) any extension, renewal or replacement, in whole or in part, of any Lien
\ndescribed in the foregoing clauses (a) through (s); provided<\/u> that any
\nsuch extension, renewal or replacement shall be no more restrictive in any
\nmaterial respect than the Lien so extended, renewed or replaced and shall not
\nextend to any additional property or assets.<\/p>\n<\/p>\n
“Person” means any individual, corporation, partnership, limited liability
\ncompany, joint venture, association, joint-stock company, trust, unincorporated
\norganization or government or any agency or political subdivision thereof.<\/p>\n<\/p>\n
“Physical Security” has the meaning specified in Section 303.<\/p>\n<\/p>\n
“Predecessor Security” of any particular Security means every previous
\nSecurity evidencing all or a portion of the same debt as that evidenced by such
\nparticular Security; and, for the purposes of this definition, any Security
\nauthenticated and delivered under Section 306 in exchange for a mutilated
\nsecurity or in lieu of a lost, destroyed or stolen Security shall be deemed to
\nevidence the same debt as the mutilated, lost, destroyed or stolen Security.\n<\/p>\n<\/p>\n
“Preferred Stock” means, with respect to any Person, any and all shares,
\ninterests, participations or other equivalents (however designated) of such
\nPerson153s preferred or preference stock, whether now Outstanding or issued after
\nthe date of this Indenture, and includes, without limitation, all classes and
\nseries of preferred or preference stock.<\/p>\n<\/p>\n
“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in
\nRule 144A under the Securities Act.<\/p>\n<\/p>\n
“Quotation Agent” means the Reference Treasury Dealer appointed by the
\ntrustee after consultation with the Company.<\/p>\n<\/p>\n
12<\/p>\n
\n
\n“Receivables and Related Assets” means (a) accounts receivable, instruments,
\nchattel paper, obligations, general intangibles, equipment and other similar
\nassets, including interests in merchandise or goods, the sale or Lease of which
\ngives rise to the foregoing, related contractual rights, guarantees, insurance
\nproceeds, collections and other related assets, (b) equipment, (c) inventory and
\n(d) proceeds of all of the foregoing.<\/p>\n<\/p>\n
“Redemption Date”, when used with respect to any Security to be redeemed,
\nmeans the date fixed for such redemption by or pursuant to this Indenture.<\/p>\n<\/p>\n
“Redemption Price” has the meaning specified in Section 1107.<\/p>\n<\/p>\n
“Reference Treasury Dealer” means (1) J.P. Morgan Securities LLC and its
\nsuccessors; provided<\/u>, however<\/u>, that if the foregoing shall cease
\nto be a primary U.S. Government securities dealer in New York City (a “Primary
\nTreasury Dealer”), the Company shall substitute therefor another Primary
\nTreasury Dealer; and (2) any other Primary Treasury Dealers selected by the
\nTrustee after consultation with the Company.<\/p>\n<\/p>\n
“Reference Treasury Dealer Quotations” means, with respect to each Reference
\nTreasury Dealer and any Redemption Date, the average, as determined by the
\nTrustee, of the bid and ask prices for the Comparable Treasury Issue (expressed
\nin each case as a percentage of its principal amount) quoted in writing to the
\nTrustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day
\npreceding such Redemption Date.<\/p>\n<\/p>\n
“Refinancing Indebtedness” means Indebtedness of the Company incurred to
\nredeem, repurchase, defease or otherwise acquire or retire for value other
\nIndebtedness that is subordinate in right of payment to the Securities, so long
\nas any such new Indebtedness (a) is made subordinate to the Securities at least
\nto the same extent as the Indebtedness being refinanced and (b) does not (i)
\nhave an Average Life less than the Average Life of the Indebtedness being
\nrefinanced, (ii) have a final scheduled maturity earlier than the final
\nscheduled maturity of the Indebtedness being refinanced, or (iii) permit
\nredemption at the option of the holder earlier than the earlier of (A) the final
\nscheduled maturity of the Indebtedness being refinanced or (B) any date of
\nredemption at the option of the holder of the Indebtedness being refinanced.\n<\/p>\n<\/p>\n
“Registered Securities” means Securities issued or sold in a transaction
\npursuant to an effective registration statement under the Securities Act, as
\ncontemplated in the Registration Rights Agreement, and any Exchange Security
\nsubsequently issued in exchange for or upon transfer of any such Security.<\/p>\n<\/p>\n
“Registration Rights Agreement” means, with respect to the Initial
\nSecurities, the Registration Rights Agreement, dated November 15, 2011, among
\nthe Company and the Initial Purchasers, a form of which Registration Rights
\nAgreement is attached hereto as Exhibit B, and, with respect to any Additional
\nSecurities, one or more registration rights agreements between the Company and
\nthe other parties thereto, as such agreement(s) may be amended, modified or<\/p>\n<\/p>\n
13<\/p>\n
\n
\nsupplemented from time to time, relating to rights given by the Company to
\nthe purchasers of Additional Securities to register such Additional Securities
\nunder the Securities Act.<\/p>\n<\/p>\n
“Regular Record Date” for the interest payable on any Interest Payment Date
\nmeans the May 1 or November 1 (whether or not a Business Day), as the case may
\nbe, next preceding such Interest Payment Date.<\/p>\n<\/p>\n
“Regulation S Global Security” has the meaning specified in Section 303.<\/p>\n<\/p>\n
“Responsible Officer”, when used with respect to the Trustee, means any vice
\npresident, any assistant vice president, any trust officer or assistant trust
\nofficer or any other officer of the Trustee customarily performing functions
\nsimilar to those performed by any of the above designated officers or assigned
\nby the Trustee to administer corporate trust matters at its Corporate Trust
\nOffice and also means, with respect to a particular corporate trust matter, any
\nother officer to whom such matter is referred because of his knowledge of and
\nfamiliarity with the particular subject.<\/p>\n<\/p>\n
“Restricted Payment” means:<\/p>\n<\/p>\n
(a) any Stock Payment by the Company or a Restricted Subsidiary;<\/p>\n<\/p>\n
(b) any direct or indirect payment by the Company or a Restricted Subsidiary
\nto redeem, purchase, defease or otherwise acquire or retire for value, prior to
\nany scheduled maturity, scheduled repayment or scheduled sinking fund payment,
\nany Indebtedness of the Company that is subordinate in right of payment to the
\nSecurities; provided<\/u>, however<\/u>, that any direct or indirect payment
\nby the Company or a Restricted Subsidiary to redeem, purchase, defease or
\notherwise acquire or retire for value, prior to any scheduled maturity,
\nscheduled repayment or scheduled sinking fund payment, any Indebtedness of the
\nCompany that is subordinate in right of payment to the Securities shall not be a
\nRestricted Payment if either (i) after giving effect thereto, the ratio of the
\nSenior Indebtedness of the Company and the Restricted Subsidiaries to Annualized
\nOperating Cash Flow determined as of the last day of the most recent month for
\nwhich financial information is available is less than or equal to 5 to 1 or (ii)
\nsuch subordinate Indebtedness is redeemed, purchased, defeased or otherwise
\nacquired or retired in exchange for, or out of (x) the proceeds of a sale
\n(within one year before or 180 days after such redemption, purchase, defeasance,
\nacquisition or retirement) of Refinancing Indebtedness or Capital Stock of the
\nCompany or warrants, rights or options to acquire Capital Stock of the Company
\nor (y) any source of funds other than the incurrence of Indebtedness; or<\/p>\n<\/p>\n
(c) any direct or indirect payment by the Company or a Restricted Subsidiary
\nto redeem, purchase, defease or otherwise acquire or retire for value any
\nDisqualified Stock at its mandatory redemption date or other maturity date if
\nand to the extent that Indebtedness is incurred to finance such redemption,
\npurchase, defeasance or other acquisition or retirement.<\/p>\n<\/p>\n
14<\/p>\n
\n
\nNotwithstanding the foregoing, Restricted Payments shall not include (a)
\npayments by any Restricted Subsidiary to the Company or any other Restricted
\nSubsidiary or (b) any Investment or designation of a Restricted Subsidiary as an
\nUnrestricted Subsidiary permitted under Section 1010.<\/p>\n<\/p>\n
“Restricted Security” has the meaning specified in Section 205.<\/p>\n<\/p>\n
“Restricted Subsidiary” means any Subsidiary, whether existing on the date
\nhereof or created subsequent thereto, designated from time to time by the
\nCompany as a “Restricted Subsidiary” (the initial Restricted Subsidiaries
\ndesignated by the Company being set forth on Exhibit A); provided<\/u>,
\nhowever<\/u>, that no Subsidiary that is not a Securitization Subsidiary can
\nbe or remain so designated unless (a) at least 67% of each of the total equity
\ninterest and the voting control of such Subsidiary is owned, directly or
\nindirectly, by the Company or another Restricted Subsidiary and (b) such
\nSubsidiary is not restricted, pursuant to the terms of any loan agreement, note,
\nindenture or other evidence of indebtedness, from (i) paying dividends or making
\nany distribution on such Subsidiary153s Capital Stock or other equity securities
\nor paying any Indebtedness owed to the Company or to any Restricted Subsidiary,
\n(ii) making any loans or advances to the Company or any Restricted Subsidiary or
\n(iii) transferring any of its properties or assets to the Company or any
\nRestricted Subsidiary (it being understood that a financial covenant any of the
\ncomponents of which are directly impacted by the taking of the action
\n(e.g.<\/u>, the payment of a dividend) itself (such as a minimum net worth
\ntest) would be deemed to be a restriction on the foregoing actions, while a
\nfinancial covenant none of the components of which is directly impacted by the
\ntaking of the action (e.g.<\/u>, the payment of a dividend) itself (such as a
\ndebt to cash flow test) would not be deemed to be a restriction on the foregoing
\nactions); and provided<\/u> further<\/u> that the Company may, from time to
\ntime, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary in
\naccordance with Section 1010.<\/p>\n<\/p>\n
“Rule 144A Global Security” has the meaning specified in Section 303.<\/p>\n<\/p>\n
“Securities Act” means the Securities Act of 1933, as amended.<\/p>\n<\/p>\n
“Securities Issue Date” means November 15, 2011 with respect to the Initial
\nSecurities, the date of original issuance of the Exchange Securities with
\nrespect to the Exchange Securities, and the date of original issuance of the
\nAdditional Securities with respect to any Additional Securities.<\/p>\n<\/p>\n
“Securitization Subsidiary” means a Restricted Subsidiary that is established
\nfor the limited purpose of acquiring and financing Receivables and Related
\nAssets and engaging in activities ancillary thereto; provided<\/u> that (a) no
\nportion of the Indebtedness of a Securitization Subsidiary is guaranteed by or
\nis recourse to the Company or any other Restricted Subsidiary (other than
\nrecourse for customary representations, warranties, covenants and indemnities,
\nnone of which shall relate to the collectability of the Receivables and Related
\nAssets) and (b) none of the Company or any other Restricted Subsidiary has any
\nobligation to maintain or preserve such Securitization Subsidiary153s financial
\ncondition.<\/p>\n<\/p>\n
15<\/p>\n
\n
\n“Security” and “Securities” have the meaning specified in the second
\nparagraph of this Indenture, such terms to include the Initial Securities, the
\nExchange Securities and any Additional Securities. The Initial Securities, the
\nExchange Securities and any Additional Securities shall be treated as a single
\nclass for all purposes under this Indenture.<\/p>\n<\/p>\n
“Security Register” and “Security Registrar” have the respective meanings
\nspecified in Section 305.<\/p>\n<\/p>\n
“Senior Indebtedness” means, with respect to any Person, all principal of,
\npremium, if any, and interest (including interest accruing on or after the
\nfiling of any petition in bankruptcy or for reorganization relating to such
\nPerson whether or not a claim for post filing interest is allowed in such
\nproceedings) with respect to all Indebtedness of such Person; provided<\/u>
\nthat Senior Indebtedness shall not include (a) any Indebtedness of such Person
\nthat, by its terms or the terms of the instrument creating or evidencing such
\nIndebtedness, is expressly subordinate in right of payment to the Securities,
\n(b) any guarantee of Indebtedness of any subsidiary of such Person if recourse
\nagainst such guarantee is limited to the Capital Stock or other equity interests
\nof such subsidiary, (c) any obligation of such Person to any subsidiary of such
\nPerson or, in the case of a Restricted Subsidiary, to the Company or any other
\nSubsidiary or (d) any Indebtedness of such Person (and any accrued and unpaid
\ninterest in respect thereof) which is subordinate or junior in any respect to
\nany other Indebtedness or other obligation of such Person.<\/p>\n<\/p>\n
“Shelf Registration Statement” means the Shelf Registration Statement as
\ndefined in the Registration Rights Agreement.<\/p>\n<\/p>\n
“Special Record Date” means a date fixed by the Trustee for the payment of
\nany Defaulted Interest pursuant to Section 307.<\/p>\n<\/p>\n
“Stated Maturity”, when used with respect to any Security or any installment
\nof interest thereon, means the date specified in such Security as the fixed date
\non which the principal of such Security or such installment of interest is due
\nand payable.<\/p>\n<\/p>\n
“Stock Payment” means, with respect to any Person, the payment or declaration
\nof any dividend, either in cash or in property (except dividends payable in
\nCommon Stock or common shares of Capital Stock of such Person), or the making by
\nsuch Person of any other distribution, on account of any shares of any class of
\nits Capital Stock, now or hereafter outstanding, or the redemption, purchase,
\nretirement or other acquisition or retirement for value by such Person, directly
\nor indirectly, of any shares of any class of its Capital Stock, now or hereafter
\noutstanding, other than the redemption, purchase, defeasance or other
\nacquisition or retirement for value of any Disqualified Stock at its mandatory
\nredemption date or other maturity date.<\/p>\n<\/p>\n
“subsidiary” means, as to a particular parent entity at any time, any entity
\nof which more than 50% of the outstanding Voting Stock or other equity interest
\nentitled ordinarily to vote in the election of the directors or other governing
\nbody (however designated) of such entity is at<\/p>\n<\/p>\n
16<\/p>\n
\n
\nthe time beneficially owned or controlled directly or indirectly by such
\nparent corporation, by one or more such entities or by such parent corporation
\nand one or more such entities.<\/p>\n<\/p>\n
“Subsidiary” means any subsidiary of the Company.<\/p>\n<\/p>\n
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and
\nas in force at the date as of which this instrument was executed, except as
\nprovided in Section 905; provided<\/u>, however<\/u>, that, in the event
\nthat the Trust Indenture Act of 1939 is amended after such date, “Trust
\nIndenture Act” means, to the extent required by any such amendment, the Trust
\nIndenture Act of 1939 as so amended.<\/p>\n<\/p>\n
“Trustee” means the Person named as the “Trustee” in the first paragraph of
\nthis Indenture, until a successor Trustee shall have become such pursuant to the
\napplicable provisions of this Indenture, and thereafter “Trustee” shall mean
\nsuch successor Trustee.<\/p>\n<\/p>\n
“Unrestricted Subsidiary” means any Subsidiary that is not a Restricted
\nSubsidiary.<\/p>\n<\/p>\n
“Voting Stock” means any Capital Stock having voting power under ordinary
\ncircumstances to vote in the election of the directors of a corporation
\n(irrespective of whether or not at the time stock of any other class or classes
\nshall have or might have voting power by reason of the happening of any
\ncontingency).<\/p>\n<\/p>\n
Section 102. Other Definitions.<\/strong><\/p>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n Defined<\/strong><\/p>\n<\/td>\n| <\/td>\n<\/tr>\n | \n| \n Term<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n in Section<\/strong><\/p>\n<\/td>\n| <\/td>\n<\/tr>\n | \n| \n “Act”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 105<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Bankruptcy Law”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 501<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “covenant defeasance”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 1203<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Custodian”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 501<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “defeasance”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 1202<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Defaulted Interest”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 307<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “incorporated provision”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 108<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “redesignation of a Restricted Subsidiary”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 1010<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Restricted Security”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 205<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Security Register”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 305<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Security Registrar”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 305<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “successor”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 801<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n “U.S. Government Obligations”<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n 1204<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 17<\/p>\n \n
\nSection 103. Compliance Certificates and Opinions.<\/strong><\/p>\n<\/p>\nUpon any application or request by the Company to the Trustee to take any
\naction under any provision of this Indenture, the Company shall furnish to the
\nTrustee an Officers153 Certificate stating that all conditions precedent, if any,
\nprovided for in this Indenture (including any covenant compliance with which
\nconstitutes a condition precedent) relating to the proposed action have been
\ncomplied with and an Opinion of Counsel stating that in the opinion of such
\ncounsel all such conditions precedent, if any, have been complied with, except
\nthat, in the case of any such application or request as to which the furnishing
\nof such documents is specifically required by any provision of this Indenture
\nrelating to such particular application or request, no additional certificate or
\nopinion need be furnished.<\/p>\n<\/p>\n Every certificate or opinion (other than the certificates required by Section
\n1013) with respect to compliance with a condition or covenant provided for in
\nthis Indenture shall include:<\/p>\n<\/p>\n (a) a statement that each individual signing such certificate or opinion has
\nread such covenant or condition and the definitions herein relating thereto;\n<\/p>\n<\/p>\n (b) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statements or opinions contained in such
\ncertificate or opinion are based;<\/p>\n<\/p>\n (c) a statement that, in the opinion of each such individual, he has made
\nsuch examination or investigation as is necessary to enable him to express an
\ninformed opinion as to whether or not such covenant or condition has been
\ncomplied with; and<\/p>\n<\/p>\n (d) a statement as to whether, in the opinion of each such individual, such
\ncondition or covenant has been complied with.<\/p>\n<\/p>\n Section 104. Form of Documents Delivered to Trustee.<\/strong><\/p>\n<\/p>\nIn any case where several matters are required to be certified by, or covered
\nby an opinion of, any specified Person, it is not necessary that all such
\nmatters be certified by, or covered by the opinion of, only one such Person, or
\nthat they be so certified or covered by only one document, but one such Person
\nmay certify or give an opinion with respect to some matters and one or more
\nother such Persons as to other matters, and any such Person may certify or give
\nan opinion as to such matters in one or several documents.<\/p>\n<\/p>\n Any certificate or opinion of an officer of the Company may be based, insofar
\nas it relates to legal matters, upon a certificate or opinion of, or
\nrepresentations by, counsel, unless such officer knows, or in the exercise of
\nreasonable care should know, that the certificate or opinion or representations
\nwith respect to the matters upon which his certificate or opinion is based are
\nerroneous. Any such certificate or Opinion of Counsel may be based, insofar as
\nit relates to factual matters, upon a certificate or opinion of, or
\nrepresentations by, an officer or officers of the<\/p>\n<\/p>\n 18<\/p>\n \n
\nCompany stating that the information with respect to such factual matters is
\nin the possession of the Company, unless such counsel knows, or in the exercise
\nof reasonable care should know, that the certificate or opinion or
\nrepresentations with respect to such matters are erroneous.<\/p>\n<\/p>\n Where any Person is required to make, give or execute two or more
\napplications, requests, consents, certificates, statements, opinions or other
\ninstruments under this Indenture, they may, but need not, be consolidated and
\nform one instrument.<\/p>\n<\/p>\n Section 105. Acts of Holders.<\/strong><\/p>\n<\/p>\n(a) Any request, demand, authorization, direction, notice, consent, waiver or
\nother action provided by this Indenture to be given or taken by Holders may be
\nembodied in and evidenced by one or more instruments of substantially similar
\ntenor signed by such Holders in person or by agent duly appointed in writing;
\nand, except as herein otherwise expressly provided, such action shall become
\neffective when such instrument or instruments are delivered to the Trustee and,
\nwhere it is hereby expressly required, to the Company. Such instrument or
\ninstruments (and the action embodied therein and evidenced thereby) are herein
\nsometimes referred to as the “Act” of the Holders signing such instrument or
\ninstruments. Proof of execution of any such instrument or of a writing
\nappointing any such agent shall be sufficient for any purpose of this Indenture
\nand (subject to Trust Indenture Act Section 315) conclusive in favor of the
\nTrustee and the Company, if made in the manner provided in this Section 105.\n<\/p>\n<\/p>\n (b) The fact and date of the execution by any Person of any such instrument
\nor writing may be proved in any reasonable manner that the Trustee deems
\nsufficient.<\/p>\n<\/p>\n (c) The ownership of Securities shall be proved by the Security Register.\n<\/p>\n<\/p>\n (d) If the Company shall solicit from the Holders any request, demand,
\nauthorization, direction, notice, consent, waiver or other Act, the Company may,
\nat its option, by or pursuant to a Board Resolution, fix in advance a record
\ndate for the determination of such Holders entitled to give such request,
\ndemand, authorization, direction, notice, consent, waiver or other Act, but the
\nCompany shall have no obligation to do so. Notwithstanding Trust Indenture Act
\nSection 316(c), any such record date shall be the record date specified in or
\npursuant to such Board Resolution, which shall be a date not more than 30 days
\nprior to the first solicitation of Holders generally in connection therewith and
\nno later than the date such solicitation is completed.<\/p>\n<\/p>\n If such a record date is fixed, such request, demand, authorization,
\ndirection, notice, consent, waiver or other Act may be given before or after
\nsuch record date, but only the Holders of record at the close of business on
\nsuch record date shall be deemed to be Holders for the purposes of determining
\nwhether Holders of the requisite proportion of Securities then Outstanding have
\nauthorized or agreed or consented to such request, demand, authorization,
\ndirection, notice, consent, waiver or other Act, and for this purpose the
\nSecurities then Outstanding shall be<\/p>\n<\/p>\n 19<\/p>\n \n
\ncomputed as of such record date; provided<\/u> that no such request,
\ndemand, authorization, direction, notice, consent, waiver or other Act by the
\nHolders on such record date shall be deemed effective unless it shall become
\neffective pursuant to the provisions of this Indenture not later than six months
\nafter the record date.<\/p>\n<\/p>\n (e) Any request, demand, authorization, direction, notice, consent, waiver or
\nother Act by the Holder of any Security shall bind every future Holder of the
\nsame Security or the Holder of every Security issued upon the registration of
\ntransfer thereof or in exchange therefor or in lieu thereof, in respect of
\nanything done, suffered or omitted to be done by the Trustee, any Paying Agent
\nor the Company in reliance thereon, whether or not notation of such action is
\nmade upon such Security.<\/p>\n<\/p>\n Section 106. Notices, Etc. to Trustee and Company.<\/strong><\/p>\n<\/p>\nAny request, demand, authorization, direction, notice, consent, waiver or Act
\nof Holders or other document provided or permitted by this Indenture to be made
\nupon, given or furnished to, or filed with,<\/p>\n<\/p>\n (a) the Trustee by any Holder, the agents of the Banks or the Company shall
\nbe sufficient for every purpose hereunder if made, given, furnished or
\ndelivered, in writing (which may be via facsimile), to or with the Trustee at
\nits Corporate Trust Office, Attention: Corporate Trust Services; or<\/p>\n<\/p>\n (b) the Company by the Trustee or by any Holder shall be sufficient for every
\npurpose hereunder (unless otherwise herein expressly provided) if made, given,
\nfurnished or delivered in writing to the Company addressed to it c\/o CSC
\nHoldings, LLC, 1111 Stewart Avenue, Bethpage, New York 11714, Attention:
\nSecretary, or at any other address previously furnished in writing to the
\nTrustee by the Company.<\/p>\n<\/p>\n Section 107. Notice to Holders; Waiver.<\/strong><\/p>\n<\/p>\nWhere this Indenture provides for notice to Holders of any event, such notice
\nshall be sufficiently given (unless otherwise herein expressly provided) if in
\nwriting and mailed, first-class postage prepaid, to each Holder affected by such
\nevent, at his address as it appears in the Security Register, not later than the
\nlatest date, and not earlier than the earliest date, prescribed for the giving
\nof such notice. In any case where notice to Holders is given by mail, neither
\nthe failure to mail such notice, nor any defect in any notice so mailed, to any
\nparticular Holder shall affect the sufficiency of such notice with respect to
\nother Holders. Any notice when mailed to a Holder in the aforesaid manner shall
\nbe conclusively deemed to have been received by such Holder whether or not
\nactually received by such Holder.<\/p>\n<\/p>\n Where this Indenture provides for notice in any manner, such notice may be
\nwaived in writing by the Person entitled to receive such notice, either before
\nor after the event, and such<\/p>\n<\/p>\n 20<\/p>\n \n
\nwaiver shall be the equivalent of such notice. Waivers of notice by Holders
\nshall be filed with the Trustee, but such filing shall not be a condition
\nprecedent to the validity of any action taken in reliance upon such waiver.<\/p>\n<\/p>\n In case by reason of the suspension of regular mail service or by reason of
\nany other cause, it shall be impracticable to mail notice of any event as
\nrequired by any provision of this Indenture, then any method of giving such
\nnotice as shall be satisfactory to the Trustee shall be deemed to be a
\nsufficient giving of such notice.<\/p>\n<\/p>\n Section 108. Conflict of Any Provision of Indenture with Trust
\nIndenture Act.<\/strong><\/p>\n<\/p>\nIf and to the extent that any provision of this Indenture limits, qualifies
\nor conflicts with the duties imposed by Trust Indenture Act Sections 310 to 318,
\ninclusive, or conflicts with any provision (an “incorporated provision”)
\nrequired by or deemed to be included in this Indenture by operation of such
\nTrust Indenture Act Sections, such imposed duties or incorporated provision
\nshall control. If any provision of this Indenture modifies or excludes any
\nprovision of the Trust Indenture Act that may be so modified or excluded, the
\nlatter provision shall be deemed to apply to this Indenture as so modified or
\nexcluded, as the case may be.<\/p>\n<\/p>\n Section 109. Effect of Headings and Table of Contents.<\/strong><\/p>\n<\/p>\nThe Article and Section headings herein and the Table of Contents are for
\nconvenience only and shall not affect the construction hereof.<\/p>\n<\/p>\n Section 110. Successors and Assigns.<\/strong><\/p>\n<\/p>\nAll covenants and agreements in this Indenture by the Company shall bind its
\nrespective successors and assigns, whether so expressed or not.<\/p>\n<\/p>\n Section 111. Separability Clause.<\/strong><\/p>\n<\/p>\nIn case any provision in this Indenture or in the Securities shall be
\ninvalid, illegal or unenforceable, the validity, legality and enforceability of
\nthe remaining provisions shall not in any way be affected or impaired thereby.\n<\/p>\n<\/p>\n Section 112. Benefits of Indenture.<\/strong><\/p>\n<\/p>\nNothing in this Indenture or in the Securities, express or implied, shall
\ngive to any Person (other than the parties hereto and their successors
\nhereunder, any Paying Agent and the Holders) any benefit or any legal or
\nequitable right, remedy or claim under this Indenture.<\/p>\n<\/p>\n 21<\/p>\n \n
\nSection 113. Governing Law; Waiver of Jury Trial<\/strong><\/p>\n<\/p>\nThis Indenture and the Securities shall be governed by and construed in
\naccordance with the laws of the State of New York, without regard to conflicts
\nof laws principles.<\/p>\n<\/p>\n This Indenture is subject to the provisions of the Trust Indenture Act that
\nare required to be part of this Indenture and shall, to the extent applicable,
\nbe governed by such provisions.<\/p>\n<\/p>\n EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
\nEXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
\nLEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR
\nTHE TRANSACTIONS CONTEMPLATED HEREBY<\/p>\n<\/p>\n Section 114. Legal Holidays.<\/strong><\/p>\n<\/p>\nIn any case where any Interest Payment Date, any date established for payment
\nof Defaulted Interest pursuant to Section 307, or any Maturity with respect to
\nany Security shall not be a Business Day, then (notwithstanding any other
\nprovision of this Indenture or of the Securities) payment of interest or
\nprincipal need not be made on such date, but may be made on the next succeeding
\nBusiness Day with the same force and effect as if made on the Interest Payment
\nDate, or date established for payment of Defaulted Interest pursuant to Section
\n307, or Maturity, and no interest shall accrue with respect to such payment for
\nthe period from and after such Interest Payment Date, or date established for
\npayment of Defaulted Interest pursuant to Section 307, or Maturity, as the case
\nmay be, to the next succeeding Business Day.<\/p>\n<\/p>\n Section 115. No Recourse Against Others.<\/strong><\/p>\n<\/p>\nA director, officer, employee or stockholder, as such, of the Company shall
\nnot have any liability for any obligations of the Company under the Securities
\nor this Indenture or for any claim based on, in respect of or by reason of such
\nobligations or their creation. Each Holder by accepting any of the Securities
\nwaives and releases all such liability.<\/p>\n<\/p>\n Section 116. Force Majeure.<\/strong><\/p>\n<\/p>\nIn no event shall the Trustee be responsible or liable for any failure or
\ndelay in the performance of its obligations hereunder arising out of or caused
\nby, directly or indirectly, forces beyond its control, including, without
\nlimitation, accidents, acts of war or terrorism, civil or military disturbances,
\nnuclear or natural catastrophes or acts of God, and interruptions, loss or
\nmalfunctions of utilities or communications services; it being understood that
\nthe Trustee shall use reasonable efforts which are consistent with accepted
\npractices in the banking industry to resume performance as soon as practicable
\nunder the circumstances.<\/p>\n<\/p>\n 22<\/p>\n \n
\nSection 117. U.S.A. Patriot Act.<\/strong><\/p>\n<\/p>\nThe parties hereto acknowledge that in accordance with Section 326 of the
\nU.S.A. Patriot Act, the Trustee, like all financial institutions and in order to
\nhelp fight the funding of terrorism and money laundering, is required to obtain,
\nverify, and record information that identifies each person or legal entity that
\nestablishes a relationship or opens an account with the Trustee. The parties to
\nthis Indenture agree that they will provide the Trustee with such information as
\nit may request in order for the Trustee to satisfy the requirements of the
\nU.S.A. Patriot Act.<\/p>\n<\/p>\n ARTICLE TWO<\/strong><\/p>\n\n SECURITY FORMS<\/strong><\/p>\n\n Section 201. Forms Generally; Incorporation of Form in
\nIndenture.<\/strong><\/p>\n<\/p>\nThe Securities and the Trustee153s certificate of authentication with respect
\nthereto shall be in substantially the forms set forth in this Article, with such
\nappropriate legends, insertions, omissions, substitutions and other variations
\nas are required or permitted by this Indenture and may have such letters,
\nnumbers or other marks of identification and such legends or endorsements placed
\nthereon as may be required to comply with the rules of any securities exchange
\nor as may, consistently herewith, be determined by the officers executing such
\nSecurities, as evidenced by their execution of the Securities. Any portion of
\nthe text of any Security may be set forth on the reverse thereof, with an
\nappropriate reference thereto on the face of the Security. Each Security shall
\nbe dated the date of its authentication.<\/p>\n<\/p>\n The definitive Securities shall be typewritten, printed, lithographed,
\nengraved or otherwise produced or produced by any combination of these methods
\nor may be produced in any other manner permitted by the rules of any securities
\nexchange on which the Securities may be listed, all as determined by the
\nofficers executing such Securities, as evidenced by their execution of such
\nSecurities.<\/p>\n<\/p>\n Section 202. Form of Face of Security.<\/strong><\/p>\n<\/p>\nCSC HOLDINGS, LLC<\/strong><\/p>\n\n [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
\n1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE,
\nAMOUNT OF ORIGINAL ISSUE DISCOUNT, ACCRUAL PERIODS, ISSUE DATE AND YIELD TO
\nMATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE
\nFOLLOWING ADDRESS: CSC HOLDINGS, LLC, 1111 STEWART AVENUE, BETHPAGE, NEW YORK
\n11714, ATTENTION: SECRETARY.]*<\/p>\n<\/p>\n 23<\/p>\n \n
\n6.75% [Series B]** Senior Notes due 2021<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n No.<\/p>\n<\/td>\n | <\/td>\n | \n $ <\/u><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n CUSIP No. <\/u><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n ISIN No. <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n CSC Holdings, LLC, a Delaware limited liability company (herein called the
\n“Company”, which term includes any successor entity under the Indenture
\nhereinafter referred to), for value received, hereby promises to pay to
\n_________________ or registered assigns the principal sum of ______ Dollars on
\nNovember 15, 2021, at the office or agency of the Company referred to below, and
\nto pay interest thereon on [ ]***, and semiannually thereafter, on May 15 and
\nNovember 15 in each year from the Securities Issue Date or from the most recent
\nInterest Payment Date to which interest has been paid or duly provided for at
\nthe rate of 6.75% per annum until the principal hereof is paid or duly provided
\nfor, and (to the extent lawful) to pay on demand interest on any overdue
\ninterest at the rate borne by the Securities from the date of the Interest
\nPayment Date on which such overdue interest becomes payable to the date payment
\nof such interest has been made or duly provided for.<\/p>\n<\/p>\n [The Holder of this Security is entitled to the benefits of the Registration
\nRights Agreement, dated November 15, 2011 (the “Registration Rights Agreement”),
\nbetween the Company and the Initial Purchasers named therein. Subject to the
\nterms of the Registration Rights Agreement, in the event this Security is not
\nfreely transferable and an exchange offer (the “Exchange Offer”) for this
\nInitial Security is not consummated or a registration statement under the
\nSecurities Act with respect to resales of this Security (the “Shelf Registration
\nStatement”) is not declared effective by the Commission on or prior to December
\n19, 2012, in either case, in accordance with the Registration Rights Agreement,
\nthe aforesaid interest rate borne by this Security shall be increased by
\none-quarter of one percent per annum for the first 90 days following December
\n19, 2012. Such interest rate shall increase by an additional one-quarter of one
\npercent per annum thereafter, up to a maximum aggregate increase of one half of
\none percent per annum. Subject to the terms of the Registration Rights
\nAgreement, upon this Security becoming freely transferable, consummation of the
\nExchange Offer or the effectiveness of a Shelf Registration Statement, as the
\ncase may be, the interest rate borne by this Security shall be reduced to 6.75%
\nper annum.]****<\/p>\n<\/p>\n If any interest has accrued on this Security in respect of any period prior
\nto the issuance of this Security, such interest shall be payable in respect of
\nsuch period at the rate or rates borne by the Predecessor Security surrendered
\nin exchange for this Security from time to time<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n *<\/p>\n<\/td>\n | <\/td>\n | \n Include only for Securities issued with original issue discount.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n **<\/p>\n<\/td>\n | <\/td>\n | \n Include only for Exchange Securities.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n ***<\/p>\n<\/td>\n | <\/td>\n | \n In the case of an Initial Security, insert May 15, 2012. In the case of any
\nSecurity other than an Initial Security, insert the relevant Initial Interest
\nPayment Date.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n ****<\/p>\n<\/td>\n | <\/td>\n | \n Include only for Initial Securities. In the case of any Additional
\nSecurities, briefly describe terms of the applicable registration rights
\nagreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 24<\/p>\n \n
\nduring such period. The interest so payable, and punctually paid or duly
\nprovided for, on any Interest Payment Date shall, as provided in such Indenture,
\nbe paid to the Person in whose name this Security (or one or more Predecessor
\nSecurities) is registered at the close of business on the Regular Record Date
\nfor such interest, which shall be the May 1 or November 1 (whether or not a
\nBusiness Day), as the case may be, next preceding such Interest Payment Date.
\nAny such interest not so punctually paid or duly provided for, and interest on
\nsuch defaulted interest at the interest rate borne by this Security, to the
\nextent lawful, shall forthwith cease to be payable to the Holder on such Regular
\nRecord Date, and may be paid to the Person in whose name this Security (or one
\nor more Predecessor Securities) is registered at the close of business on a
\nSpecial Record Date for the payment of such Defaulted Interest to be fixed by
\nthe Trustee, notice whereof shall be given to Holders of Securities not less
\nthan 10 days prior to such Special Record Date, or may be paid at any time in
\nany other lawful manner not inconsistent with the requirements of any securities
\nexchange on which the Securities may be listed, and upon such notice as may be
\nrequired by such exchange, all as more fully provided in the Indenture. Payment
\nof the principal of and interest on this Security shall be made at the office or
\nagency of the Company maintained for that purpose in The City of New York, or at
\nsuch other office or agency of the Company as may be maintained for such
\npurpose, in such coin or currency of the United States of America as at the time
\nof payment is legal tender for payment of public and private debts;
\nprovided<\/u>, however<\/u>, that payment of interest may be made at the
\noption of the Company by check mailed to the address of the Person entitled
\nthereto as such address shall appear on the Security Register.<\/p>\n<\/p>\n Interest on the Securities shall be computed on the basis of a 360-day year
\nof twelve 30-day months.<\/p>\n<\/p>\n Reference is hereby made to the further provisions of this Security set forth
\non the reverse hereof, which further provisions shall for all purposes have the
\nsame effect as if set forth at this place.<\/p>\n<\/p>\n Unless the certificate of authentication hereon has been duly executed by the
\nTrustee referred to on the reverse hereof by manual signature, this Security
\nshall not be entitled to any benefit under the Indenture, or be valid or
\nobligatory for any purpose.<\/p>\n<\/p>\n 25<\/p>\n \n
\nIN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted under its corporate seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n CSC HOLDINGS, LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Attest:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 26<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Section 203. Form of Reverse of Security.<\/strong><\/p>\n<\/p>\nThis Security is one of a duly authorized issue of securities of the Company
\ndesignated as its 6.75% [Series B]* Senior Notes due 2021 (herein called the
\n“Securities”), which may be issued under an indenture (herein called the
\n“Indenture”) dated as of November 15, 2011, between the Company and U.S. Bank
\nNational Association, trustee (herein called the “Trustee”, which term includes
\nany successor trustee under the Indenture), to which Indenture and all
\nindentures supplemental thereto reference is hereby made for a statement of the
\nrespective rights, limitations of rights, duties, obligations and immunities
\nthereunder of the Company, the Trustee, the holders of the Senior Indebtedness
\nand the Holders of the Securities, and of the terms upon which the Securities
\nare, and are to be, authenticated and delivered. This Security is one of the
\nseries designated on the face hereof, initially limited in aggregate principal
\namount to $1,000,000,000; provided<\/u>, however<\/u>, that the Company may
\nfrom time to time, without notice to or the consent of the Holders of
\nSecurities, create and issue further Securities of this series (the “Additional
\nSecurities”) having the same terms and ranking equally and ratably with the
\nSecurities of this series in all respects and with the same CUSIP number as the
\nSecurities of this series, or in all respects except for payment of interest
\naccruing prior to the issue date of such Additional Securities or except for the
\nfirst payment of interest following the issue date of such Additional
\nSecurities. Any Additional Securities shall be consolidated and form a single
\nseries with the Securities and shall have the same terms as to status,
\nredemption and otherwise as the Securities. Any Additional Securities may be
\nissued pursuant to authorization provided by a resolution of the Board of
\nDirectors of the Company, a supplement to the Indenture, or under an Officers153
\nCertificate pursuant to the Indenture. No Additional Securities may be issued if
\nan Event of Default has occurred and is continuing with respect to the
\nSecurities of this series.<\/p>\n<\/p>\n [This Security is exchangeable under certain circumstances as provided in the
\nIndenture for the Company153s 6.75% Series B Senior Notes due 2021 (herein called
\nthe “Exchange Securities”), issued under the Indenture. Unless the context
\notherwise requires, the Securities and Exchange Securities shall constitute one
\nseries for all purposes under the Indenture, including without limitation
\namendments and waivers.]**<\/sup><\/p>\n<\/p>\nAt its option, the Company may redeem this Security, in whole or in part, at
\nany time and from time to time at a redemption price equal to the greater of (a)
\n100% of the principal amount of this Security to be redeemed, or (b) as
\ndetermined by a Quotation Agent, the sum of the present values of the remaining
\nscheduled payments of principal and interest thereon (not including any
\nLiquidated Damages or any portion of such payments of interest accrued to the
\nRedemption Date) discounted to the Redemption Date on a semiannual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
\nTreasury Rate plus 50 basis points, plus, in each case, accrued and unpaid
\ninterest to the Redemption Date. Any redemption of this Security shall be made
\npursuant to the provisions of Sections 1101 through 1106 of the Indenture.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n *<\/p>\n<\/td>\n | <\/td>\n | \n Include only for Exchange Securities.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n **<\/p>\n<\/td>\n | <\/td>\n | \n Include only for Initial Securities and any Additional Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 27<\/p>\n \n
\nIf an Event of Default shall occur and be continuing, the principal of all
\nthe Securities may be declared due and payable in the manner and with the effect
\nprovided in the Indenture.<\/p>\n<\/p>\n The Indenture contains provisions for defeasance at any time of (a) the
\nentire indebtedness of the Company on this Security and (b) certain restrictive
\ncovenants and the related Defaults and Events of Default, in each case, upon
\ncompliance by the Company with certain conditions set forth therein, which
\nprovisions apply to this Security.<\/p>\n<\/p>\n This Security does not have the benefit of any sinking fund obligations.<\/p>\n<\/p>\n The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders under the Indenture at any time by the
\nCompany and the Trustee with the consent of the Holders of a majority in
\naggregate principal amount of the Securities at the time Outstanding. The
\nIndenture also contains provisions permitting the Holders of specified
\npercentages in aggregate principal amount of the Securities at the time
\nOutstanding, on behalf of the Holders of all the Securities, to waive compliance
\nby the Company with certain provisions of the Indenture and certain past
\ndefaults under the Indenture and their consequences. Any such consent or waiver
\nby or on behalf of the Holder of this Security shall be conclusive and binding
\nupon such Holder and upon all future Holders of this Security and of any
\nSecurity issued upon the registration of transfer hereof or in exchange herefor
\nor in lieu hereof whether or not notation of such consent or waiver is made upon
\nthis Security.<\/p>\n<\/p>\n No reference herein to the Indenture and no provision of this Security or of
\nthe Indenture shall alter or impair the obligation of the Company, which is
\nabsolute and unconditional, to pay the principal of and interest on this
\nSecurity at the times, place, and rate, and in the coin or currency, herein
\nprescribed.<\/p>\n<\/p>\n As provided in the Indenture and subject to certain limitations therein set
\nforth, the transfer of this Security is registrable on the Security Register of
\nthe Company, upon surrender of this Security for registration of transfer at the
\noffice or agency of the Company maintained for such purpose in The City of New
\nYork, duly endorsed by, or accompanied by a written instrument of transfer in
\nform satisfactory to the Company and the Security Registrar duly executed by,
\nthe Holder hereof or his attorney duly authorized in writing, and thereupon one
\nor more new Securities, of authorized denominations and for the same aggregate
\nprincipal amount, shall be issued to the designated transferee or transferees.\n<\/p>\n<\/p>\n The Securities are issuable only in registered form without coupons in
\nminimum denominations of $2,000 and any integral multiple of $1,000 in excess
\nthereof. As provided in the Indenture and subject to certain limitations therein
\nset forth, the Securities are exchangeable for a like aggregate principal amount
\nof Securities of a different authorized denomination, as requested by the Holder
\nsurrendering the same.<\/p>\n<\/p>\n 28<\/p>\n \n
\nNo service charge shall be made for any registration of transfer or exchange
\nof Securities, but the Company may require payment of a sum sufficient to pay
\nall documentary, stamp or similar issue or transfer taxes or other governmental
\ncharges payable in connection with any registration of transfer or exchange.\n<\/p>\n<\/p>\n Prior to the time of due presentment of this Security for registration of
\ntransfer, the Company, the Trustee and any agent of the Company or the Trustee
\nmay treat the Person in whose name this Security is registered as the owner
\nhereof for all purposes, whether or not this Security be overdue, and neither
\nthe Company, the Trustee nor any agent shall be affected by notice to the
\ncontrary.<\/p>\n<\/p>\n This Security shall be governed by and construed in accordance with the laws
\nof the State of New York, without regard to conflicts of laws principles
\nthereof.<\/p>\n<\/p>\n All terms used in this Security that are defined in the Indenture shall have
\nthe meanings assigned to them in the Indenture.<\/p>\n<\/p>\n Certificate of Transfer<\/strong>***<\/sup><\/p>\n\n FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers this
\nSecurity to<\/p>\n<\/p>\n (Please typewrite or print name and taxpayer identification
\nnumber)<\/p>\n \n (Please typewrite or print address)<\/p>\n \n and hereby irrevocably constitutes and appoints _______________________ his
\nattorney to transfer the same on the books of the Company, with full power of
\nsubstitution in the premises.<\/p>\n<\/p>\n In connection with any transfer of all or any portion of the Security
\nevidenced by this certificate for as long as such Security is a Restricted
\nSecurity, the undersigned confirms that such Security is being transferred:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n o<\/p>\n<\/td>\n | <\/td>\n | \n (a) Pursuant to and in compliance with Rule 144A under the Securities Act of
\n1933, as amended (the “Securities Act”);<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n ***<\/sup><\/p>\n<\/td>\n| <\/td>\n | \n Include only for Initial Securities and any Additional Securities.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 29<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | \n or<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n o<\/p>\n<\/td>\n | <\/td>\n | \n (b) Pursuant to offers and sales to non-U.S. Persons that occur outside the
\nUnited States within the meaning of Regulation S under the Securities Act;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Unless one of the boxes above is checked, the Trustee shall refuse to
\nregister all or any portion of the Security evidenced by this certificate in the
\nname of any person other than the registered holder thereof (or hereof);
\nprovided<\/u>, however<\/u>, that the Trustee may, in its sole discretion,
\nregister the transfer of such Security if it has received such certifications,
\nlegal opinions and\/or other information as it has reasonably requested to
\nconfirm that such transfer is being made pursuant to an exemption from, or in a
\ntransaction not subject to, the registration requirements of the Securities Act.\n<\/p>\n<\/p>\n Dated:
\nSignature <\/u><\/p>\n<\/p>\n NOTE: The signature to this assignment must correspond with the name as
\nwritten upon the face of this Security in every particular, without alteration
\nor enlargement, or any change whatever.<\/p>\n<\/p>\n TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:<\/p>\n<\/p>\n The undersigned represents and warrants that it is purchasing this Security
\nfor its own account or an account with respect to which it exercises sole
\ninvestment discretion and that it and any such account is a “qualified
\ninstitutional buyer” within the meaning of Rule 144A under the Securities Act
\nand is aware that the sale to it is being made in reliance on Rule 144A and
\nacknowledges that it has received such information regarding the Company as the
\nundersigned has requested pursuant to Rule 144A (including the information
\nspecified in Rule 144(d)(4)) or has determined not to request such information
\nand that it is aware that the transferor is relying upon the undersigned153s
\nforegoing representations in order to claim the exemption from registration
\nprovided by Rule 144A.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Dated:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n To be signed by an executive officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SCHEDULE OF EXCHANGES FOR DEFINITIVE
\nSECURITIES<\/u><\/strong><\/p>\n\n The following exchanges of a part of this Security in global form for
\ndefinitive Securities or of definitive Securities for a part of this Security in
\nglobal form have been made:<\/p>\n<\/p>\n 30<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Principal<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Amount of<\/p>\n<\/td>\n | <\/td>\n | \n Amount of<\/p>\n<\/td>\n | <\/td>\n | \n Amount of<\/p>\n<\/td>\n | <\/td>\n | \n Signature of<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n decrease in<\/p>\n<\/td>\n | <\/td>\n | \n increase in<\/p>\n<\/td>\n | <\/td>\n | \n this Security<\/p>\n<\/td>\n | <\/td>\n | \n authorized<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Principal<\/p>\n<\/td>\n | <\/td>\n | \n Principal<\/p>\n<\/td>\n | <\/td>\n | \n in global form<\/p>\n<\/td>\n | <\/td>\n | \n signatory of<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Amount of<\/p>\n<\/td>\n | <\/td>\n | \n Amount of<\/p>\n<\/td>\n | <\/td>\n | \n following such<\/p>\n<\/td>\n | <\/td>\n | \n Trustee or<\/p>\n<\/td>\n<\/tr>\n | \n| \n Date of<\/p>\n<\/td>\n | <\/td>\n | \n this Security<\/p>\n<\/td>\n | <\/td>\n | \n this Security<\/p>\n<\/td>\n | <\/td>\n | \n decrease (or<\/p>\n<\/td>\n | <\/td>\n | \n Securities<\/p>\n<\/td>\n<\/tr>\n | \n| \n Exchange<\/p>\n<\/td>\n | <\/td>\n | \n in global form<\/p>\n<\/td>\n | <\/td>\n | \n in global form<\/p>\n<\/td>\n | <\/td>\n | \n increase)<\/p>\n<\/td>\n | <\/td>\n | \n Custodian<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Section 204. Form of Trustee153s Certificate of
\nAuthentication.<\/strong><\/p>\n<\/p>\nTRUSTEE153S CERTIFICATE OF AUTHENTICATION<\/strong><\/p>\n\n This is one of the Securities referred to in the within-mentioned Indenture.\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n U.S. BANK NATIONAL ASSOCIATION,
\nas Trustee<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Authorized Signatory<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Dated:<\/p>\n<\/p>\n Section 205. Form of Legend on Restricted Securities.<\/strong><\/p>\n<\/p>\nDuring the period beginning on the Securities Issue Date with respect to a
\nSecurity that is not an Exchange Security and ending on the later of the date
\noccurring one year after such date and the date on which such Security is Freely
\nTransferable (as such term is defined in the Registration Rights Agreement), any
\nsuch Security issued or owned during the period set forth above, as the case may
\nbe, and any Security (other than an Exchange Security) issued upon registration
\nof transfer of, or in exchange for, or in lieu of, such Security shall be deemed
\na “Restricted Security” and shall be subject to the restrictions on transfer
\nprovided in the legend set forth below; provided<\/u>, however<\/u>, that
\nthe term “Restricted Security” shall not include (a) any Security which is
\nissued upon transfer of, or in exchange for, any Security which is not a
\nRestricted Security or (b) any Security (other than an Exchange Security) as to
\nwhich such restrictions on transfer have been terminated in accordance with
\nSection 314 or (c) any Exchange Security issued pursuant to an Exchange Offer.
\nAny Restricted Security shall bear a legend in substantially the following form:\n<\/p>\n<\/p>\n THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
\nAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
\nSECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
\nASSIGNED,<\/p>\n<\/p>\n 31<\/p>\n \n
\nTRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
\nSUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
\nREGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
\nREPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
\n144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND
\nIS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
\nREGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) AGREES TO OFFER,
\nSELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS ONE
\nYEAR AFTER THE DATE OF ORIGINAL ISSUE HEREOF ONLY (A) TO THE COMPANY, (B)
\nPURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
\nSECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
\nPURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
\nINSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
\nOR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
\nTHAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED
\nSTATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE
\nTRANSACTION PURSUANT TO REGULATION S IN A TRANSACTION MEETING THE REQUIREMENTS
\nOF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
\nEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
\nTHE COMPANY153S AND THE TRUSTEE153S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
\nPURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
\nCERTIFICATION AND\/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.<\/p>\n<\/p>\n Section 206. Form of Legend for Book-Entry Securities.<\/strong><\/p>\n<\/p>\nAny Global Security authenticated and delivered hereunder shall bear a legend
\n(which would be in addition to any other legends required in the case of a
\nRestricted Security) in substantially the following form:<\/p>\n<\/p>\n THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
\nNOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
\nSECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
\nREGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
\nEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n<\/p>\n 32<\/p>\n \n
\nUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE
\nISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH
\nCERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF
\nCEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
\nOF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n<\/p>\n ARTICLE THREE<\/strong><\/p>\n\n THE SECURITIES<\/strong><\/p>\n\n Section 301. Title and Terms.<\/strong><\/p>\n<\/p>\nThe aggregate principal amount of Initial Securities that may be
\nauthenticated and delivered under this Indenture is limited to $1,000,000,000
\nand the aggregate principal amount of Exchange Securities and Additional
\nSecurities is unlimited, except, in each case, for Securities authenticated and
\ndelivered upon registration of transfer of, or in exchange for, or in lieu of,
\nother Securities pursuant to Section 303, 304, 305, 306 or 906.<\/p>\n<\/p>\n The Initial Securities and the Additional Securities, if any, shall be known
\nand designated as the “6.75% Senior Notes due 2021” and the Exchange Securities
\nshall be known and designated as the “6.75% Series B Senior Notes due 2021” of
\nthe Company. Their Stated Maturity shall be November 15, 2021, and they shall
\nbear interest at the rate of 6.75% per annum (except as otherwise provided for
\nin the form of Security) from the relevant Securities Issue Date, or the most
\nrecent Interest Payment Date to which interest has been paid or duly provided
\nfor on a given Security or a Security surrendered in exchange for such Security,
\nas the case may be, payable on the relevant Initial Interest Payment Date (as
\ndefined below) and semiannually thereafter on May 15 and November 15 of each
\nyear and at said Stated Maturity, until the principal thereof is paid or duly
\nprovided for. The term “Initial Interest Payment Date” means (a) with respect to
\nany Security other than the Initial Securities, the first May 15 or November 15
\noccurring after the Securities Issue Date for such Security and (b) with respect
\nto each Initial Security, May 15, 2012. The Initial Securities, the Exchange
\nSecurities and any Additional Securities issued hereunder shall rank pari passu.\n<\/p>\n<\/p>\n The principal of and interest on the Securities shall be payable at the
\noffice or agency of the Company maintained for such purpose in The City of New
\nYork, or at such other office or agency of the Company as may be maintained for
\nsuch purpose; provided<\/u>, however<\/u>, that, at the option of the
\nCompany, cash interest may be paid by check mailed to addresses of the Persons
\nentitled thereto as such addresses shall appear on the Security Register.<\/p>\n<\/p>\n 33<\/p>\n \n
\nThe Securities are subject to redemption at the option of the Company on
\nterms and in the manner set forth in Sections 1101 through 1107 hereof.<\/p>\n<\/p>\n At the election of the Company, the entire indebtedness represented by the
\nSecurities or certain of the Company153s obligations and covenants and certain
\nEvents of Default thereunder may be defeased as provided in Article Twelve.<\/p>\n<\/p>\n The Securities shall be senior unsecured obligations of the Company and shall
\nrank pari passu<\/em> in right of payment with all existing and future
\nunsubordinated indebtedness of the Company.<\/p>\n<\/p>\nSection 302. Denominations.<\/strong><\/p>\n<\/p>\nThe Securities shall be issuable only in registered form without coupons and
\nonly in minimum denominations of $2,000 and any integral multiple of $1,000 in
\nexcess thereof.<\/p>\n<\/p>\n Section 303. Execution, Authentication, Delivery and Dating.<\/strong>\n<\/p>\n<\/p>\nThe Securities shall be executed on behalf of the Company by any one of the
\nfollowing: its Chairman, Chief Executive Officer, one of its Vice Chairmen, its
\nPresident or one of its Vice Presidents and attested by one of its Vice
\nPresidents or its Secretary or one of its Assistant Secretaries. The signature
\nof any of these officers on the Securities may be manual or facsimile.<\/p>\n<\/p>\n Securities bearing the manual or facsimile signatures of individuals who were
\nat any time the proper officers of the Company shall bind the Company,
\nnotwithstanding that such individuals or any of them have ceased to hold such
\noffices prior to the authentication and delivery of such Securities or did not
\nhold such offices at the date of such Securities.<\/p>\n<\/p>\n The Trustee shall (upon Company Order) authenticate and deliver (a) the
\nInitial Securities for original issue in an aggregate principal amount of up to
\n$1,000,000,000, (b) the Exchange Securities for issue only in a registered
\nExchange Offer pursuant to the Registration Rights Agreement for a like
\nprincipal amount of the Initial Securities or Additional Securities, if any, and
\n(c) Additional Securities as set forth below.<\/p>\n<\/p>\n Each Security shall be dated the date of its authentication.<\/p>\n<\/p>\n No Security endorsed thereon shall be entitled to any benefit under this
\nIndenture or be valid or obligatory for any purpose unless there appears on such
\nSecurity a certificate of authentication substantially in the form provided for
\nherein duly executed by the Trustee by manual signature of one of its duly
\nauthorized signatories, and such certificate upon any Security shall be
\nconclusive evidence, and the only evidence, that such Security has been duly
\nauthenticated and delivered hereunder and is entitled to the benefits of this
\nIndenture.<\/p>\n<\/p>\n 34<\/p>\n \n
\nIn case the Company, pursuant to Article Eight, shall be consolidated or
\nmerged with or into any other Person or shall convey, transfer, lease or
\notherwise dispose of substantially all of its properties and assets to any
\nPerson, and the successor Person resulting from such consolidation, or surviving
\nsuch merger, or into which the Company shall have been merged, or the successor
\nPerson which shall have received a conveyance, transfer, Lease or other
\ndisposition as aforesaid, shall have executed an indenture supplemental hereto
\nwith the Trustee pursuant to Article Eight, any of the Securities authenticated
\nor delivered prior to such consolidation, merger, conveyance, transfer, Lease or
\nother disposition may, from time to time, at the request of the successor
\nPerson, be exchanged for other Securities executed in the name of the successor
\nPerson with such changes in phraseology and form as may be appropriate, but
\notherwise in substance of like tenor as the Securities surrendered for such
\nexchange and of like principal amount; and the Trustee, upon written order of
\nthe successor Person, shall authenticate and deliver Securities as specified in
\nsuch request for the purpose of such exchange. If Securities shall at any time
\nbe authenticated and delivered in any new name of a successor Person pursuant to
\nthis Section 303 in exchange or substitution for or upon registration of
\ntransfer of any Securities, such successor Person, at the option of any Holder
\nbut without expense to such Holder, shall provide for the exchange of all
\nSecurities at the time Outstanding held by such Holder for Securities
\nauthenticated and delivered in such new name.<\/p>\n<\/p>\n Except as described below, the Securities shall be deposited with, or on
\nbehalf of, the Depository, and registered in the name of the Depository or the
\nnominee of the Depository in the form of one or more global note certificates
\n(each a “Rule 144A Global Security”), for credit to the respective accounts of
\nthe beneficial owners of the Securities represented thereby. The Rule 144A
\nGlobal Securities shall bear the legend set forth in Section 206 and, in the
\ncase of Restricted Securities, the legend set forth in Section 205.<\/p>\n<\/p>\n Securities purchased by persons outside the United States pursuant to sales
\nin accordance with Regulation S under the Securities Act shall be deposited
\nwith, or on behalf of, the Depository, and registered in the name of the
\nDepository or the nominee of the Depository in the form of one or more global
\nnote certificates (each a “Regulation S Global Security”), for credit to the
\nrespective accounts of the beneficial owners of the Securities represented
\nthereby (or such other accounts as they may direct), provided<\/u> that upon
\nsuch deposit all such Securities shall be credited to or through accounts
\nmaintained at the Depository by or on behalf of the Euroclear System or Cedel
\nBank, S.A. Securities represented by a Regulation S Global Security shall not be
\nexchangeable for Securities in registered definitive form (each a “Physical
\nSecurity”) until the expiration of the “40-day restricted period” within the
\nmeaning of Rule 903(c)(3) of Regulation S under the Securities Act. The
\nRegulation S Global Securities shall bear the legend set forth in Section 206
\nand, in the case of Restricted Securities, the legend set forth in Section 205.\n<\/p>\n<\/p>\n The Company may, subject to Article Ten of this Indenture and applicable law,
\nissue under this Indenture Additional Securities and Exchange Securities
\ntherefor; provided<\/u>, however<\/u>, that the Company may not issue any
\nAdditional Securities if an Event of Default with respect to any Outstanding
\nSecurities shall have occurred and be continuing at the time of such<\/p>\n<\/p>\n 35<\/p>\n \n
\nissuance. All Securities issued under this Indenture shall be treated as a
\nsingle class for all purposes under this Indenture.<\/p>\n<\/p>\n Section 304. Temporary Securities.<\/strong><\/p>\n<\/p>\nPending the preparation of definitive Securities, the Company may execute,
\nand upon Company Order the Trustee shall authenticate and deliver, temporary
\nSecurities which are typewritten, printed, lithographed, engraved or otherwise
\nproduced or produced by any combination of these methods, in any authorized
\ndenomination, substantially of the tenor of the definitive Securities in lieu of
\nwhich they are issued and with such appropriate insertions, omissions,
\nsubstitutions and other variations as the officers executing such Securities may
\ndetermine, as conclusively evidenced by their execution of such Securities.<\/p>\n<\/p>\n If temporary Securities are issued, the Company shall cause definitive
\nSecurities to be prepared without unreasonable delay. After the preparation of
\ndefinitive Securities, the temporary Securities shall be exchangeable for
\ndefinitive Securities upon surrender of the temporary Securities at the office
\nor agency of the Company designated for such purpose pursuant to Section 1002,
\nwithout charge to the Holder. Upon surrender for cancellation of any one or more
\ntemporary Securities, the Company shall execute and the Trustee shall
\nauthenticate and deliver in exchange therefor a like principal amount of
\ndefinitive Securities of authorized denominations. Until so exchanged, the
\ntemporary Securities shall in all respects be entitled to the same benefits
\nunder this Indenture as definitive Securities.<\/p>\n<\/p>\n Section 305. Registration, Registration of Transfer and
\nExchange.<\/strong><\/p>\n<\/p>\nThe Company shall cause to be kept at the Corporate Trust Office of the
\nTrustee a register (the register maintained in such office and in any other
\noffice or agency designated pursuant to Section 1002 being herein sometimes
\nreferred to as the “Security Register”) in which, subject to such reasonable
\nregulations as it may prescribe, the Company shall provide for the registration
\nof Securities and of transfers of Securities. The Trustee is hereby initially
\nappointed “Security Registrar” for the purpose of registering Securities and
\ntransfers of Securities as herein provided. Such Security Register shall
\ndistinguish between Initial Securities, Exchange Securities and Additional
\nSecurities.<\/p>\n<\/p>\n Except as otherwise described in this Article Three, upon surrender for
\nregistration of transfer of any Security at the office or agency of the Company
\ndesignated pursuant to Section 1002 for such purpose, the Company shall execute,
\nand the Trustee shall authenticate and deliver, in the name of the designated
\ntransferee or transferees, one or more new Securities of any authorized
\ndenomination or denominations and of a like aggregate principal amount.<\/p>\n<\/p>\n At the option of the Holder, Securities may be exchanged for other Securities
\nof any authorized denomination or denominations and of a like aggregate
\nprincipal amount upon surrender of the Securities to be exchanged at such office
\nor agency. Whenever any Securities are so surrendered for exchange, the Company
\nshall execute, and the Trustee shall authenticate and<\/p>\n<\/p>\n 36<\/p>\n \n
\ndeliver, the Securities which the Holder making the exchange is entitled to
\nreceive; provided<\/u> that no exchange of Initial Securities or Additional
\nSecurities for Exchange Securities shall occur until an Exchange Offer
\nRegistration Statement shall have been declared effective by the Commission, the
\nTrustee shall have received an Officers153 Certificate confirming that the
\nExchange Offer Registration Statement has been declared effective by the
\nCommission and the Initial Securities or Additional Securities to be exchanged
\nfor the Exchange Securities shall be canceled by the Trustee.<\/p>\n<\/p>\n All Securities issued upon any registration of transfer or exchange of
\nSecurities shall be the valid obligations of the Company, evidencing the same
\ndebt, and (subject to the provisions in the Initial Securities regarding the
\npayment of additional interest) entitled to the same benefits under this
\nIndenture, as the Securities surrendered upon such registration of transfer or
\nexchange.<\/p>\n<\/p>\n Every Security presented or surrendered for registration of transfer, or for
\nexchange, shall (if so required by the Company or the Security Registrar) be
\nduly endorsed, or be accompanied by a written instrument of transfer in form
\nsatisfactory to the Company and the Security Registrar, duly executed by the
\nHolder thereof or his attorney duly authorized in writing.<\/p>\n<\/p>\n Every Restricted Security shall be subject to, and no transfer shall be made
\nother than in accordance with, the restrictions on transfer provided in the
\nlegend set forth on the form of the face of each Restricted Security and the
\nrestrictions set forth in this Article Three, and the Holder of each Restricted
\nSecurity, by such Holder153s acceptance thereof, agrees to be bound by such
\nrestrictions on transfer.<\/p>\n<\/p>\n The Security Registrar shall notify the Company of any proposed transfer of a
\nRestricted Security to any Person.<\/p>\n<\/p>\n No service charge shall be made for any registration of transfer or exchange
\nof Securities, but the Company may require payment of a sum sufficient to pay
\nall documentary, stamp or similar issue or transfer taxes or other governmental
\ncharges that may be imposed in connection with any registration of transfer or
\nexchange of Securities, other than exchanges pursuant to Section 303, 304 or 906
\nnot involving any transfer.<\/p>\n<\/p>\n The Company shall not be required to issue, register the transfer of or
\nexchange any Security during a period beginning at the opening of business 15
\ndays before an Interest Payment Date and ending on the close of business on such
\nInterest Payment Date.<\/p>\n<\/p>\n The Trustee shall have no obligation or duty to monitor, determine or inquire
\nas to compliance with any restrictions on transfer imposed under this Indenture
\nor under applicable law with respect to any transfer of any interest in any
\nSecurity (including any transfers between or among Agent Members or beneficial
\nowners of interests in any Global Security) other than to require delivery of
\nsuch certificates and other documentation or evidence as are expressly required\n<\/p>\n<\/p>\n 37<\/p>\n \n
\nby, and to do so if and when expressly required by the terms of, this
\nIndenture, and to examine the same to determine substantial compliance as to
\nform with the express requirements hereof.<\/p>\n<\/p>\n Section 306. Mutilated, Destroyed, Lost and Stolen
\nSecurities.<\/strong><\/p>\n<\/p>\nIf (a) any mutilated Security is surrendered to the Trustee, or (b) the
\nCompany and the Trustee receive evidence to their satisfaction of the
\ndestruction, loss or theft of any Security, and there is delivered to the
\nCompany and the Trustee such security or indemnity as may be required by them to
\nsave each of them and any agent of them harmless, then, in the absence of notice
\nto the Company or the Trustee that such Security has been acquired by a bona
\nfide purchaser, the Company shall execute and upon Company Order the Trustee
\nshall authenticate and deliver, in exchange for any such mutilated Security or
\nin lieu of any such destroyed, lost or stolen Security, a replacement Security
\nof like tenor and principal amount, and bearing a number not contemporaneously
\noutstanding.<\/p>\n<\/p>\n In case any such mutilated, destroyed, lost or stolen Security has become or
\nis about to become due and payable, the Company in its discretion may, instead
\nof issuing a replacement Security, pay such Security.<\/p>\n<\/p>\n Upon the issuance of any replacement Securities under this Section 306, the
\nCompany may require the payment of a sum sufficient to pay all documentary,
\nstamp or similar issue or transfer taxes or other governmental charges that may
\nbe imposed in relation thereto and any other expenses (including the fees and
\nexpenses of the Trustee) connected therewith.<\/p>\n<\/p>\n Every replacement Security issued pursuant to this Section 306 in lieu of any
\ndestroyed, lost or stolen Security shall constitute a contractual obligation of
\nthe Company, whether or not the destroyed, lost or stolen Security shall be at
\nany time enforceable by anyone, and shall be entitled to all benefits of this
\nIndenture equally and proportionately with any and all other Securities duly
\nissued hereunder.<\/p>\n<\/p>\n The provisions of this Section 306 are exclusive and shall preclude (to the
\nextent lawful) all other rights and remedies with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Securities.<\/p>\n<\/p>\n Section 307. Payment of Interest; Interest Rights Preserved.<\/strong>\n<\/p>\n<\/p>\nInterest on any Security which is payable, and is punctually paid or duly
\nprovided for, on any Interest Payment Date shall be paid to the Person in whose
\nname that Security (or one or more Predecessor Securities) is registered at the
\nclose of business on the Regular Record Date for such interest.<\/p>\n<\/p>\n Any interest on any Security which is payable, but is not punctually paid or
\nduly provided for, on any Interest Payment Date and interest on such defaulted
\ninterest at the interest<\/p>\n<\/p>\n 38<\/p>\n \n
\nrate borne by the Securities, to the extent lawful (such defaulted interest
\nand interest thereon herein collectively called “Defaulted Interest”), shall
\nforthwith cease to be payable to the Holder on the relevant Regular Record Date
\nby virtue of having been such Holder; and such Defaulted Interest may be paid by
\nthe Company, at its election in each case, as provided in Subsection (a) or (b)
\nbelow:<\/p>\n<\/p>\n (a) The Company may elect to make payment of any Defaulted Interest to the
\nPersons in whose names the Securities (or their respective Predecessor
\nSecurities) are registered at the close of business on a Special Record Date for
\nthe payment of such Defaulted Interest, which shall be fixed in the following
\nmanner. The Company shall notify the Trustee in writing of the amount of
\nDefaulted Interest proposed to be paid on each Security and the date of the
\nproposed payment, and at the same time the Company shall deposit with the
\nTrustee an amount of money equal to the aggregate amount proposed to be paid in
\nrespect of such Defaulted Interest or shall make arrangements satisfactory to
\nthe Trustee for such deposit prior to the date of the proposed payment, such
\nmoney when deposited to be held in trust for the benefit of the Persons entitled
\nto such Defaulted Interest as in this Subsection provided. Thereupon the Trustee
\nshall fix a Special Record Date for the payment of such Defaulted Interest that
\nshall be not more than 15 days and not less than 10 days prior to the date of
\nthe proposed payment and not less than 10 days after the receipt by the Trustee
\nof the notice of the proposed payment. The Trustee shall promptly notify the
\nCompany of such Special Record Date. In the name and at the expense of the
\nCompany, the Trustee shall cause notice of the proposed payment of such
\nDefaulted Interest and the Special Record Date therefor to be mailed,
\nfirst-class postage prepaid, to each Holder at his address as it appears in the
\nSecurity Register, not less than 10 days prior to such Special Record Date.
\nNotice of the proposed payment of such Defaulted Interest and the Special Record
\nDate therefor having been so mailed, such Defaulted Interest shall be paid to
\nthe Persons in whose names the Securities (or their respective Predecessor
\nSecurities) are registered at the close of business on such Special Record Date
\nand shall no longer be payable pursuant to the following Subsection (b).<\/p>\n<\/p>\n (b) The Company may make payment of any Defaulted Interest in any other
\nlawful manner not inconsistent with the requirements of any securities exchange
\non which the Securities may be listed, and upon such notice as may be required
\nby such exchange, if, after notice given by the Company to the Trustee of the
\nproposed payment pursuant to this Subsection, such payment shall be deemed
\npracticable by the Trustee.<\/p>\n<\/p>\n Subject to the foregoing provisions of this Section 307, each Security
\ndelivered under this Indenture upon registration of transfer of or in exchange
\nfor or in lieu of any other Security shall carry the rights to interest accrued
\nand unpaid, and to accrue, which were carried by such other Security.<\/p>\n<\/p>\n 39<\/p>\n \n
\nSection 308. Persons Deemed Owners.<\/strong><\/p>\n<\/p>\nPrior to the time of due presentment for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name any Security is registered as the owner of such Security
\nfor the purpose of receiving payment of principal of and (subject to Section
\n307) interest on such Security and for all other purposes whatsoever, whether or
\nnot such Security be overdue, and neither the Company, the Trustee nor any agent
\nof the Company or the Trustee shall be affected by notice to the contrary.<\/p>\n<\/p>\n Section 309. Cancellation.<\/strong><\/p>\n<\/p>\nAll Securities surrendered for payment, registration of transfer or exchange
\nshall, if surrendered to any Person other than the Trustee, be delivered to the
\nTrustee and shall be promptly canceled by it. The Company may at any time
\ndeliver to the Trustee for cancellation any Securities previously authenticated
\nand delivered hereunder which the Company may have acquired in any manner
\nwhatsoever, and all Securities so delivered shall be promptly canceled by the
\nTrustee. No Securities shall be authenticated in lieu of or in exchange for any
\nSecurities canceled as provided in this Section 309, except as expressly
\npermitted by this Indenture. All canceled Securities held by the Trustee shall
\nbe disposed of by the Trustee in accordance with its customary procedures.<\/p>\n<\/p>\n Section 310. Computation of Interest.<\/strong><\/p>\n<\/p>\nInterest on the Securities shall be computed on the basis of a 360-day year
\nof twelve 30-day months.<\/p>\n<\/p>\n Section 311. Registration Rights of Holders of Initial
\nSecurities.<\/strong><\/p>\n<\/p>\nPursuant to the terms of the Registration Rights Agreement, holders of
\nInitial Securities and holders of Additional Securities, if any, shall be
\nentitled to the benefits of the Registration Rights Agreement.<\/p>\n<\/p>\n Section 312. ISIN and CUSIP Numbers.<\/strong><\/p>\n<\/p>\nThe Company in issuing the Securities may use “ISIN” and “CUSIP” numbers (if
\nthen generally in use) in addition to serial numbers, and, if so, the Trustee
\nshall use such “ISIN” and “CUSIP” numbers in addition to serial numbers in
\nnotices of repurchase as a convenience to Holders; provided<\/u> that any such
\nnotice may state that no representation is made as to the correctness of such
\nnumbers either as printed on the Securities or as contained in any notice of a
\nrepurchase and that reliance may be placed only on the serial or other
\nidentification numbers printed on the Securities, and any such repurchase shall
\nnot be affected by any defect in or omission of such “ISIN” or “CUSIP” numbers.
\nThe Company shall promptly notify the Trustee in writing of any change in the
\n“ISIN” or “CUSIP” numbers.<\/p>\n<\/p>\n 40<\/p>\n \n
\nSection 313. Book-Entry Provisions for Global Securities.<\/strong>\n<\/p>\n<\/p>\n(a) The Global Securities initially shall (i) be registered in the name of
\nthe Depository or the nominee of such Depository, (ii) be delivered to the
\nTrustee as custodian for such Depository and (iii) bear legends as set forth in
\nSection 206 and, in the case of Restricted Securities in the form of Global
\nSecurities, Section 205.<\/p>\n<\/p>\n Members of, or participants in, the Depository (“Agent Members”) shall have
\nno rights under this Indenture with respect to any Global Security held on their
\nbehalf by the Depository, or the Trustee as its custodian, or under the Global
\nSecurity, and the Depository may be treated by the Company, the Trustee and any
\nagent of the Company or the Trustee as the absolute owner of the Global Security
\nfor all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
\nprevent the Company, the Trustee or any agent of the Company or the Trustee from
\ngiving effect to any written certification, proxy or other authorization
\nfurnished by the Depository or impair, as between the Depository and its Agent
\nMembers, the operation of customary practices governing the exercise of the
\nrights of a Holder of any Security.<\/p>\n<\/p>\n (b) Transfers of Global Securities shall be limited to transfers in whole,
\nbut not in part, to the Depository, its successors or their respective nominees.
\nInterests of beneficial owners in a Rule 144A Global Security may be transferred
\nor exchanged for interests in a Regulation S Global Security, and interests of
\nbeneficial owners in a Regulation S Global Security may be transferred or
\nexchanged for interests in a Rule 144A Global Security, in each case in
\naccordance with the rules and procedures of the Depository and the provisions of
\nSection 314. Interests of beneficial owners in the Global Securities may be
\ntransferred or exchanged for Physical Securities in accordance with the rules
\nand procedures of the Depository and the provisions of Section 314.<\/p>\n<\/p>\n In addition, Physical Securities shall be transferred to all beneficial
\nowners in exchange for their beneficial interests in a Global Security if (i)
\nthe Depository notifies the Company that it is unwilling or unable to continue
\nas a depository for such Global Security or if at any time the Depository ceases
\nto be a clearing agency registered under the Exchange Act, and a successor
\ndepository is not appointed by the Company within 90 days, (ii) there shall have
\noccurred and be continuing an Event of Default with respect to the Securities
\nrepresented by such Global Security or (iii) the Company at any time determines
\nnot to have Securities represented by a Global Security.<\/p>\n<\/p>\n Except as provided above, any Security authenticated and delivered upon
\nregistration of transfer of, or in exchange for, or in lieu of, any Global
\nSecurity, whether pursuant to this Section 313, Section 304, 305, 306 or 906 or
\notherwise, shall also be a Global Security and bear the legend specified in
\nSection 206.<\/p>\n<\/p>\n (c) In connection with any transfer or exchange of a portion of the
\nbeneficial interest in any Global Security to beneficial owners pursuant to
\nparagraph (b), the Security<\/p>\n<\/p>\n 41<\/p>\n \n
\nRegistrar shall (if one or more Physical Securities are to be issued) reflect
\non its books and records the date and a decrease in the principal amount of the
\nGlobal Security in an amount equal to the principal amount of the beneficial
\ninterest in the Global Security to be transferred, and the Company shall
\nexecute, and the Trustee shall authenticate and deliver, one or more Physical
\nSecurities of like tenor and principal amount of authorized denominations.<\/p>\n<\/p>\n (d) In connection with the transfer of Global Securities as an entirety to
\nbeneficial owners pursuant to paragraph (b), the Global Securities shall be
\ndeemed to be surrendered to the Trustee for cancellation, and the Company shall
\nexecute, and the Trustee shall authenticate and deliver, to each beneficial
\nowner identified by the Depository in exchange for its beneficial interest in
\nthe Global Securities, an equal aggregate principal amount of Physical
\nSecurities of like tenor of authorized denominations.<\/p>\n<\/p>\n (e) Any Physical Security delivered in exchange for an interest in a Global
\nSecurity pursuant to paragraph (b) or (c) of this Section 313 shall, except as
\notherwise provided by clause (i)(x) of paragraph (a) and by paragraph (d) of
\nSection 314, bear the legend set forth in Section 205.<\/p>\n<\/p>\n (f) The Holder of any Global Security may grant proxies and otherwise
\nauthorize any person, including Agent Members and persons that may hold
\ninterests through Agent Members, to take any action that a Holder is entitled to
\ntake under this Indenture or the Securities.<\/p>\n<\/p>\n Section 314. Special Transfer Provisions.<\/strong><\/p>\n<\/p>\n(a) Transfers to Non-U.S. Persons<\/u>. The following provisions shall
\napply with respect to the registration of any proposed transfer of a Restricted
\nSecurity to any non-U.S. person:<\/p>\n<\/p>\n (i) the Security Registrar shall register the transfer of any Restricted
\nSecurity if (x) the requested transfer is not prior to the later of the date
\nwhich is one year (or such other period as may be prescribed by Rule 144 under
\nthe Securities Act or any successor provision thereunder) after the later of the
\noriginal issue date of such Security (or of any Predecessor Security) or the
\ndate on which such Security is Freely Transferable or (y) the proposed
\ntransferee has checked the box provided for on the form of Security stating, and
\nhas provided to the Security Registrar such certifications, opinions and other
\ninformation as the Security Registrar may (and, if so directed by the Company,
\nshall) require, stating that such Security is being transferred pursuant to
\noffers and sales to non-U.S. persons that occur outside the United States within
\nthe meaning of Regulation S under the Securities Act; and<\/p>\n<\/p>\n (ii) the Security Registrar shall register the transfer of any Restricted
\nSecurity if the proposed transferor is an Agent Member holding a beneficial
\ninterest in a Rule 144A Global Security, upon receipt by the Security Registrar
\nof (x) the certificate, if any,<\/p>\n<\/p>\n 42<\/p>\n \n
\nrequired by paragraph (i) above and (y) instructions given in accordance with
\nthe Depository153s and the Security Registrar153s procedures;<\/p>\n<\/p>\n whereupon the Security Registrar shall reflect on its books and records the
\ndate of such transfer and (A) (if the transfer involves a transfer of a
\nbeneficial interest in a Rule 144A Global Security) a decrease in the principal
\namount of such Rule 144A Global Security in an amount equal to the principal
\namount to be transferred and (B) an increase in the principal amount of a
\nRegulation S Global Security in an amount equal to the principal amount to be
\ntransferred.<\/p>\n<\/p>\n (b) Transfers to QIBs<\/u>. The following provisions shall apply with
\nrespect to the registration of any proposed transfer of a Restricted Security to
\na person purporting to be a QIB (excluding transfers to non-U.S. persons):<\/p>\n<\/p>\n (i) the Security Registrar shall register the transfer of any Restricted
\nSecurity if such transfer is being made by a proposed transferor who has checked
\nthe box provided for on the form of Security stating, or who has otherwise
\nadvised the Company and the Security Registrar in writing, that the transfer has
\nbeen made in compliance with the exemption from registration under the
\nSecurities Act provided under Rule 144A to a transferee who has signed the
\ncertification provided for on the form of Security stating, or has otherwise
\nadvised the Company and the Security Registrar in writing, that such transferee
\nrepresents and warrants that it is purchasing the Security for its own account
\nor an account with respect to which it exercises sole investment discretion and
\nthat each of it and any such account is a QIB within the meaning of Rule 144A
\nand is aware that the sale to it is being made in reliance on Rule 144A and
\nacknowledges that it has received such information regarding the Company as it
\nhas requested pursuant to Rule 144A or has determined not to request such
\ninformation and that it is aware that the transferor is relying upon the
\nforegoing representations in order to claim the exemption from registration
\nprovided by Rule 144A; and<\/p>\n<\/p>\n (ii) the Security Registrar shall register the transfer of any Restricted
\nSecurity if the proposed transferee is an Agent Member, and the Securities to be
\ntransferred consist of Physical Securities which after transfer are to be
\nevidenced by an interest in the Rule 144A Global Security, upon receipt by the
\nSecurity Registrar of instructions given in accordance with the Depository153s and
\nthe Security Registrar153s procedures, the Security Registrar shall reflect on the
\nSecurity Register the date and an increase in the principal amount of the Rule
\n144A Global Security in an amount equal to the principal amount of the Physical
\nSecurities to be transferred, and the Trustee shall cancel the Physical
\nSecurities so transferred.<\/p>\n<\/p>\n (c) Other Transfers<\/u>. If a Holder proposes to transfer a Security
\npursuant to any exemption from the registration requirements of the Securities
\nAct other than as provided for by Sections 314(a) and 314(b), the Security
\nRegistrar shall only register such transfer or exchange if such transferor
\ndelivers to the Security Registrar and the Trustee an Opinion of Counsel
\nsatisfactory to the Company and the Security Registrar that such transfer is in
\ncompliance with the<\/p>\n<\/p>\n 43<\/p>\n \n
\nSecurities Act and the terms of this Indenture; provided<\/u> that the
\nCompany may, based upon the opinion of its counsel, instruct the Security
\nRegistrar by a Company Order not to register such transfer in any case where the
\nproposed transferee is not a QIB or a non-U.S. person.<\/p>\n<\/p>\n (d) Private Placement Legend<\/u>. Upon the registration of transfer,
\nexchange or replacement of Restricted Securities, the Security Registrar shall
\ndeliver only Securities that bear the legend set forth in Section 205 unless the
\ncircumstances contemplated by clause (a)(i)(x) of this Section 314 exist. By its
\nacceptance of any Security bearing the legend set forth in Section 205, each
\nHolder of such a Security acknowledges the restrictions on transfer of such
\nSecurity set forth in this Indenture and in such legend and agrees that it shall
\ntransfer such Security only as provided in this Indenture.<\/p>\n<\/p>\n The Security Registrar shall retain copies of all letters, notices and other
\nwritten communications received pursuant to Section 313 or this Section 314 for
\na period of two years, after which time such letters, notices and other written
\ncommunications shall at the written request of the Company be delivered to the
\nCompany. The Company shall have the right to inspect and make copies of all such
\nletters, notices or other written communications at any reasonable time upon the
\ngiving of reasonable prior written notice to the Security Registrar.<\/p>\n<\/p>\n (e) Termination of Restrictions<\/u>. The restrictions imposed by this
\nSection 314 upon the transferability of any particular Restricted Security shall
\ncease and terminate (i) on the later of the date occurring one year after the
\nSecurities Issue Date with respect to such Restricted Security (or any
\nPredecessor Security of such Restricted Security) and the date on which such
\nSecurity is Freely Transferable or (ii) (if earlier) if and when such Restricted
\nSecurity has been sold pursuant to an effective registration statement under the
\nSecurities Act. Any Restricted Security as to which such restrictions on
\ntransfer shall have expired in accordance with their terms or shall have
\nterminated may, upon surrender of such Restricted Security for exchange to the
\nTrustee or any transfer agent in accordance with the provisions of Section 305,
\nbe exchanged for a new Initial Security or any Additional Security, as the case
\nmay be, of like tenor and aggregate principal amount, which shall not bear the
\nrestrictive legend required by Section 205. The Company shall inform the Trustee
\nin writing of (i) the effective date of any registration statement registering
\nthe Initial Securities or any Additional Security, as the case may be, under the
\nSecurities Act and (ii) at the request of the Trustee, the date which is one
\nyear after the last date on which the Company or any Affiliate of the Company
\nwas the owner of a Restricted Security in the event that an Exchange Offer has
\nnot been consummated.<\/p>\n<\/p>\n ARTICLE FOUR<\/strong><\/p>\n\n SATISFACTION AND DISCHARGE<\/strong><\/p>\n\n Section 401. Satisfaction and Discharge of Indenture.<\/strong><\/p>\n<\/p>\nThis Indenture shall, upon Company Request, cease to be of further effect
\n(except as to surviving rights of registration of transfer or exchange of
\nSecurities herein expressly provided<\/p>\n<\/p>\n 44<\/p>\n \n
\nfor) and the Trustee, on demand of and at the expense of the Company, shall
\nexecute proper instruments acknowledging satisfaction and discharge of this
\nIndenture, when<\/p>\n<\/p>\n (a) either<\/p>\n<\/p>\n (i) all Securities theretofore authenticated and delivered (other than (A)
\nSecurities which have been destroyed, lost or stolen and which have been
\nreplaced or paid as provided in Section 306 and (B) Securities for whose payment
\nmoney has theretofore been deposited in trust or segregated and held in trust by
\nthe Company and thereafter repaid to the Company or discharged from such trust,
\nas provided in Section 1003) have been delivered to the Trustee for
\ncancellation; or<\/p>\n<\/p>\n (ii) all such Securities not theretofore delivered to the Trustee for
\ncancellation<\/p>\n<\/p>\n (A) have become due and payable, or<\/p>\n<\/p>\n (B) will become due and payable within one year,<\/p>\n<\/p>\n and the Company, in the case of (A) or (B) above, has irrevocably deposited
\nor caused to be deposited with the Trustee as trust funds in trust for the
\npurpose an amount sufficient to pay and discharge the entire indebtedness on
\nsuch Securities not theretofore delivered to the Trustee for cancellation, for
\nprincipal and interest to the date of such deposit (in the case of Securities
\nwhich have become due and payable) or to the Stated Maturity;<\/p>\n<\/p>\n (b) the Company has paid or caused to be paid all other sums payable
\nhereunder by the Company; and<\/p>\n<\/p>\n (c) the Company has delivered to the Trustee an Officers153 Certificate and an
\nOpinion of Counsel each stating that all conditions precedent herein provided
\nfor relating to the satisfaction and discharge of this Indenture have been
\ncomplied with.<\/p>\n<\/p>\n Notwithstanding the satisfaction and discharge of this Indenture, the
\nobligations of the Company to the Trustee under Section 606 and, if money shall
\nhave been deposited with the Trustee pursuant to subclause (ii) of Subsection
\n(a) of this Section 401, the obligations of the Trustee under Section 402 and
\nthe last paragraph of Section 1003 shall survive such satisfaction and
\ndischarge.<\/p>\n<\/p>\n Section 402. Application of Trust Money.<\/strong><\/p>\n<\/p>\nSubject to the provisions of the last paragraph of Section 1003, all money
\ndeposited with the Trustee pursuant to Section 401 shall be held in trust and
\napplied by it, in accordance with the provisions of the Securities and this
\nIndenture, to the payment, either directly or through any Paying Agent
\n(including the Company acting as Paying Agent) as the Trustee may determine, to\n<\/p>\n<\/p>\n 45<\/p>\n \n
\nthe Persons entitled thereto, of the principal and interest for whose payment
\nsuch money has been deposited with the Trustee.<\/p>\n<\/p>\n ARTICLE FIVE<\/strong><\/p>\n\n REMEDIES<\/strong><\/p>\n\n Section 501. Events of Default.<\/strong><\/p>\n<\/p>\nAn “Event of Default” occurs if:<\/p>\n<\/p>\n (a) the Company defaults in the payment of interest on any Security when the
\nsame becomes due and payable and such default continues for a period of 30 days;\n<\/p>\n<\/p>\n (b) the Company defaults in the payment of the principal of any Security when
\nthe same becomes due and payable at maturity, upon acceleration or otherwise;\n<\/p>\n<\/p>\n (c) the Company fails to comply with any of its other agreements or covenants
\nin, or provisions of, the Securities or this Indenture, and the Default
\ncontinues for the period and after the notice, if any, specified below;<\/p>\n<\/p>\n (d) a default occurs under any mortgage, indenture or instrument under which
\nthere may be issued or by which there may be secured or evidenced any
\nIndebtedness for money borrowed by the Company or one of its Restricted
\nSubsidiaries (or the payment of which is guaranteed by the Company or one of its
\nRestricted Subsidiaries), whether such Indebtedness or guarantee now exists or
\nshall be created hereafter (but excluding any Indebtedness for the deferred
\npurchase price of property or services owed to the Person providing such
\nproperty or services as to which the Company or such Restricted Subsidiary is
\ncontesting its obligation to pay the same in good faith and by proper
\nproceedings and for which the Company or such Restricted Subsidiary has
\nestablished appropriate reserves), and (i) either (A) such event of default
\nresults from the failure to pay any such Indebtedness at final maturity or (B)
\nas a result of such event of default the maturity of such Indebtedness has been
\naccelerated prior to its expressed maturity and (ii) the principal amount of
\nsuch Indebtedness equals $10,000,000 or more or, together with the principal
\namount of any such Indebtedness in default for failure to pay principal at
\nmaturity or the maturity of which has been so accelerated, aggregates
\n$10,000,000 or more;<\/p>\n<\/p>\n (e) a final judgment or final judgments for the payment of money are entered
\nby a court or courts of competent jurisdiction against the Company or any
\nRestricted Subsidiary and either (i) an enforcement proceeding shall have been
\ncommenced by any creditor upon such judgment or (ii) such judgment remains
\nundischarged and unbonded for a period (during which execution shall not be
\neffectively stayed) of 60 days, provided<\/u> that the aggregate of all such
\njudgments exceeds $10,000,000;<\/p>\n<\/p>\n 46<\/p>\n \n
\n(f) the Company pursuant to or within the meaning of any Bankruptcy Law:<\/p>\n<\/p>\n (i) commences a voluntary case or proceeding,<\/p>\n<\/p>\n (ii) consents to the entry of an order for relief against it in an
\ninvoluntary case or proceeding,<\/p>\n<\/p>\n (iii) consents to the appointment of a Custodian of it or for all or
\nsubstantially all of its property,<\/p>\n<\/p>\n (iv) makes a general assignment for the benefit of its creditors, or<\/p>\n<\/p>\n (v) admits in writing that it generally is unable to pay its debts as the
\nsame become due; or<\/p>\n<\/p>\n (g) a court of competent jurisdiction enters an order or decree under any
\nBankruptcy Law that:<\/p>\n<\/p>\n (i) is for relief against the Company in an involuntary case or proceeding,\n<\/p>\n<\/p>\n (ii) appoints a Custodian of the Company or for all or substantially all of
\nits property, or<\/p>\n<\/p>\n (iii) orders the liquidation of the Company;<\/p>\n<\/p>\n and in each case the order or decree remains unstayed and in effect for 60
\ndays.<\/p>\n<\/p>\n The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or
\nstate law for the relief of debtors. The term “Custodian” means any receiver,
\ntrustee, assignee, liquidator, sequestrator or similar official under any
\nBankruptcy Law.<\/p>\n<\/p>\n A Default under Section 501(c) is not an Event of Default until the Trustee
\nnotifies the Company in writing, or the Holders of at least 25% in principal
\namount of the Securities then Outstanding notify the Company and the Trustee in
\nwriting, of the Default, and the Company does not cure the Default within 60
\ndays (30 days in the case of a Default under Section 801 or 1004) after receipt
\nof the notice. The notice must specify the Default, demand that it be remedied
\nand state that the notice is a “Notice of Default.” Such notice to the Company
\nshall be given by the Trustee if so requested in writing by the Holders of 25%
\nof the principal amount of the Securities then Outstanding.<\/p>\n<\/p>\n 47<\/p>\n \n
\nSection 502. Acceleration of Maturity; Rescission.<\/strong><\/p>\n<\/p>\nIf an Event of Default (other than an Event of Default specified in Section
\n501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at
\nleast 25% of the principal amount of the Initial Securities, Exchange Securities
\nand any Additional Securities then Outstanding, voting together as a single
\nclass, by written notice to the Company and the agents, if any, under the Bank
\nCredit Agreement (and to the Trustee if such notice is given by the Holders),
\nmay, and the Trustee at the request of such Holders shall, declare all unpaid
\nprincipal of and accrued interest on all the Securities to be due and payable,
\nas specified below. Upon a declaration of acceleration, such principal and
\naccrued interest shall be due and payable 10 days after receipt by the Company
\nof such written notice given hereunder. If an Event of Default specified in
\nSection 501(f) or 501(g) with respect to the Company occurs, the amounts
\ndescribed above shall ipso<\/u> facto<\/u> become and be immediately due and
\npayable without any declaration or other act on the part of the Trustee or any
\nHolder. Upon payment of such principal and interest, all of the Company153s
\nobligations under the Securities and this Indenture, other than obligations
\nunder Section 606, shall terminate.<\/p>\n<\/p>\n The Holders of at least a majority in principal amount of the Securities then
\nOutstanding, voting together as a single class, by written notice to the
\nTrustee, may rescind an acceleration and its consequences if (i) all existing
\nEvents of Default, other than the non-payment of principal of or interest on the
\nSecurities which have become due solely because of the acceleration, have been
\ncured or waived and (ii) the rescission would not conflict with any judgment or
\ndecree of a court of competent jurisdiction.<\/p>\n<\/p>\n Notwithstanding the preceding paragraph, in the event of a declaration of
\nacceleration in respect of the Securities because an Event of Default specified
\nin Section 501(d) shall have occurred and be continuing, such declaration of
\nacceleration shall be automatically annulled if the Indebtedness that is the
\nsubject of such Event of Default has been discharged or the holders thereof have
\nrescinded their declaration of acceleration in respect of such Indebtedness, and
\nwritten notice of such discharge or rescission, as the case may be, shall have
\nbeen given to the Trustee by the Company and countersigned by the holders of
\nsuch Indebtedness or a trustee, fiduciary or agent for such holders, within 30
\ndays after such declaration of acceleration in respect of the Securities, and no
\nother Event of Default has occurred during such 30-day period which has not been
\ncured or waived during such period.<\/p>\n<\/p>\n Notices by the Trustee to the agents under the Bank Credit Agreement provided
\nfor herein shall be delivered or mailed to Bank of America, N.A., One
\nIndependence Center, 101 North Tryon Street, Charlotte, North Carolina, 28255,
\nAttention: Agency Management; and to any other person who hereafter becomes an
\nagent under the Bank Credit Agreement, provided the Trustee has been notified by
\nthe Company or the Banks of the names and mailing addresses of such persons.\n<\/p>\n<\/p>\n 48<\/p>\n \n
\nSection 503. Collection of Indebtedness and Suits for Enforcement by
\nTrustee.<\/strong><\/p>\n<\/p>\nThe Company covenants that if<\/p>\n<\/p>\n (a) default is made in the payment of any interest on any Security when such
\ninterest becomes due and payable and such default continues for a period of 30
\ndays, or<\/p>\n<\/p>\n (b) default is made in the payment of the principal of any Security at the
\nMaturity thereof,<\/p>\n<\/p>\n the Company shall, upon demand of the Trustee, pay to it, for the benefit of
\nthe Holders of such Securities, the whole amount then due and payable on such
\nSecurities for principal and interest, with interest upon the overdue principal
\nand, to the extent that payment of such interest shall be legally enforceable,
\nupon overdue installments of interest, at the rate borne by the Securities; and,
\nin addition thereto, such further amount as shall be sufficient to cover the
\ncosts and expenses of collection, including the reasonable compensation,
\nexpenses, disbursements and advances of the Trustee, its agents and counsel.\n<\/p>\n<\/p>\n If the Company fails to pay such amounts forthwith upon such demand, the
\nTrustee, in its own name and as trustee of an express trust, may institute a
\njudicial proceeding for the collection of the sums so due and unpaid and may
\nprosecute such proceeding to judgment or final decree, and may enforce the same
\nagainst the Company or any other obligor upon the Securities and collect the
\nmoneys adjudged or decreed to be payable in the manner provided by law out of
\nthe property of the Company or any other obligor upon the Securities, wherever
\nsituated.<\/p>\n<\/p>\n If an Event of Default occurs and is continuing, the Trustee may in its
\ndiscretion proceed to protect and enforce its rights and the rights of the
\nHolders under this Indenture by such appropriate private or judicial proceedings
\nas the Trustee shall deem most effectual to protect and enforce such rights.\n<\/p>\n<\/p>\n Section 504. Trustee May File Proofs of Claim.<\/strong><\/p>\n<\/p>\nIn case of the pendency of any receivership, insolvency, liquidation,
\nbankruptcy, reorganization, arrangement, adjustment, composition or other
\njudicial proceeding relative to the Company or any other obligor upon the
\nSecurities or the property of the Company or of such other obligor or their
\ncreditors, the Trustee (irrespective of whether the principal of the Securities
\nshall then be due and payable as therein expressed or by declaration or
\notherwise and irrespective of whether the Trustee shall have made any demand on
\nthe Company for the payment of overdue principal or interest) shall be entitled
\nand empowered, by intervention in such proceeding or otherwise,<\/p>\n<\/p>\n (a) to file and prove a claim for the whole amount of principal and interest
\nowing and unpaid in respect of the Securities and to file such other papers or
\ndocuments as<\/p>\n<\/p>\n 49<\/p>\n \n
\nmay be necessary or advisable in order to have the claims of the Trustee
\n(including any claim for the reasonable compensation, expenses, disbursements
\nand advances of the Trustee, its agents and counsel) and of the Holders allowed
\nin such judicial proceeding, and<\/p>\n<\/p>\n (b) to collect and receive any moneys or other property payable or
\ndeliverable on any such claims and to distribute the same; and any custodian,
\nreceiver, assignee, trustee, liquidator, sequestrator or similar official in any
\nsuch judicial proceeding is hereby authorized by each Holder to make such
\npayments to the Trustee and, in the event that the Trustee shall consent to the
\nmaking of such payments directly to the Holders, to pay the Trustee any amount
\ndue it for the reasonable compensation, expenses, disbursements and advances of
\nthe Trustee, its agents and counsel, and any other amounts due the Trustee under
\nSection 606.<\/p>\n<\/p>\n Nothing herein contained shall be deemed to authorize the Trustee to
\nauthorize or consent to or accept or adopt on behalf of any Holder any proposal,
\nplan of reorganization, arrangement, adjustment or composition or other similar
\narrangement affecting the Securities or the rights of any Holder thereof, or to
\nauthorize the Trustee to vote in respect of the claim of any Holder in any such
\nproceeding.<\/p>\n<\/p>\n Section 505. Trustee May Enforce Claims Without Possession of
\nSecurities.<\/strong><\/p>\n<\/p>\nAll rights of action and claims under this Indenture or the Securities may be
\nprosecuted and enforced by the Trustee without the possession of any of the
\nSecurities or the production thereof in any proceeding relating thereto, and any
\nsuch proceeding instituted by the Trustee shall be brought in its own name and
\nas trustee of an express trust, and any recovery of judgment shall, after
\nprovision for the payment of the reasonable compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel, be for the
\nratable benefit of the Holders of the Securities in respect of which such
\njudgment has been recovered.<\/p>\n<\/p>\n Section 506. Application of Money Collected.<\/strong><\/p>\n<\/p>\nAny money collected by the Trustee pursuant to this Article shall be applied
\nin the following order, at the date or dates fixed by the Trustee and, in case
\nof the distribution of such money on account of principal or interest, upon
\npresentation of the Securities and the notation thereon of the payment if only
\npartially paid and upon surrender thereof if fully paid:<\/p>\n<\/p>\n FIRST: To the payment of all amounts due the Trustee under Section 606;<\/p>\n<\/p>\n SECOND: To the payment of the amounts then due and unpaid upon the Securities
\nfor principal and interest, in respect of which or for the benefit of which such
\nmoney has been collected, ratably, without preference or priority of any kind,
\naccording to the amounts due and payable on such Securities for principal and
\ninterest; and<\/p>\n<\/p>\n 50<\/p>\n \n
\nTHIRD: The balance, if any, to the Company.<\/p>\n<\/p>\n Section 507. Limitation on Suits.<\/strong><\/p>\n<\/p>\nNo Holder of any Securities shall have any right to institute any proceeding,
\njudicial or otherwise, with respect to this Indenture or the Securities, or for
\nthe appointment of a receiver or trustee, or for any other remedy hereunder,
\nunless<\/p>\n<\/p>\n (a) such Holder has previously given written notice to the Trustee of a
\ncontinuing Event of Default;<\/p>\n<\/p>\n (b) the Holders of not less than 25% in principal amount of the Securities
\nthen Outstanding, voting together as a single class, shall have made written
\nrequest to the Trustee to institute proceedings in respect of such Event of
\nDefault in its own name as Trustee hereunder;<\/p>\n<\/p>\n (c) such Holder or Holders have offered to the Trustee indemnity reasonably
\nsatisfactory to it against the costs, expenses and liabilities to be incurred in
\ncompliance with such request;<\/p>\n<\/p>\n (d) the Trustee for 60 days after its receipt of such notice, request and
\noffer of indemnity has failed to institute any such proceeding; and<\/p>\n<\/p>\n (e) no direction inconsistent with such written request has been given to the
\nTrustee during such 60-day period by the Holders of a majority in principal
\namount of the Outstanding Securities;<\/p>\n<\/p>\n it being understood and intended that no one or more Holders shall have any
\nright in any manner whatever by virtue of, or by availing of, any provision of
\nthis Indenture to affect, disturb or prejudice the rights of any other Holders,
\nor to obtain or to seek to obtain priority or preference over any other Holders
\nor to enforce any right under this Indenture except in the manner provided in
\nthis Indenture and for the equal and ratable benefit of all the Holders.<\/p>\n<\/p>\n Section 508. Unconditional Right of Holders to Receive Principal and
\nInterest.<\/strong><\/p>\n<\/p>\nNotwithstanding any other provision in this Indenture, the Holder of any
\nSecurity shall have the right, which is absolute and unconditional, to receive
\npayment of the principal of and (subject to Section 307) interest on such
\nSecurity on the respective due dates expressed in such Security and to institute
\nsuit for the enforcement of any such payment, and such rights shall not be
\nimpaired without the consent of such Holder.<\/p>\n<\/p>\n 51<\/p>\n \n
\nSection 509. Restoration of Rights and Remedies.<\/strong><\/p>\n<\/p>\nIf the Trustee or any Holder has instituted any proceeding to enforce any
\nright or remedy under this Indenture and such proceeding has been discontinued
\nor abandoned for any reason, or has been determined adversely to the Trustee or
\nto such Holder, then and in every such case the Company, the Trustee and the
\nHolders shall, subject to any determination in such proceeding, be restored
\nseverally and respectively to their former positions hereunder, and thereafter
\nall rights and remedies of the Trustee and the Holders shall continue as though
\nno such proceeding had been instituted.<\/p>\n<\/p>\n Section 510. Rights and Remedies Cumulative.<\/strong><\/p>\n<\/p>\nExcept as provided in Section 306, no right or remedy herein conferred upon
\nor reserved to the Trustee or to the Holders is intended to be exclusive of any
\nother right or remedy, and every right and remedy shall, to the extent permitted
\nby law, be cumulative and in addition to every other right and remedy given
\nhereunder or now or hereafter existing at law or in equity or otherwise. The
\nassertion or employment of any right or remedy hereunder, or otherwise, shall
\nnot prevent the concurrent assertion or employment of any other appropriate
\nright or remedy.<\/p>\n<\/p>\n Section 511. Delay or Omission Not Waiver.<\/strong><\/p>\n<\/p>\nNo delay or omission of the Trustee or of any Holder of any Security to
\nexercise any right or remedy accruing upon any Event of Default shall impair any
\nsuch right or remedy or constitute a waiver of any such Event of Default or an
\nacquiescence therein. Every right and remedy given by this Article or by law to
\nthe Trustee or to the Holders may be exercised from time to time, and as often
\nas may be deemed expedient, by the Trustee or by the Holders, as the case may
\nbe.<\/p>\n<\/p>\n Section 512. Control by Holders.<\/strong><\/p>\n<\/p>\nThe Holders of a majority in principal amount of the Securities then
\nOutstanding, voting together as a single class, shall have the right to direct
\nthe time, method and place of conducting any proceeding for any remedy available
\nto the Trustee, or exercising any trust or power conferred on the Trustee,
\nprovided<\/u> that<\/p>\n<\/p>\n (a) such direction shall not be in conflict with any rule of law or with this
\nIndenture or expose the Trustee to personal liability, and<\/p>\n<\/p>\n (b) subject to the provisions of Trust Indenture Act Section 315, the Trustee
\nmay take any other action deemed proper by the Trustee that is not inconsistent
\nwith such direction.<\/p>\n<\/p>\n 52<\/p>\n \n
\nSection 513. Waiver of Past Defaults.<\/strong><\/p>\n<\/p>\nThe Holders of a majority in principal amount of the Securities then
\nOutstanding, voting together as a single class, may on behalf of the Holders of
\nall the Securities waive any past Default or Event of Default hereunder and its
\nconsequences, except a Default or Event of Default<\/p>\n<\/p>\n (a) in the payment of the principal of or interest on any Security, or<\/p>\n<\/p>\n (b) in respect of a covenant or provision hereof which under Article Nine
\ncannot be modified or amended without the consent of the Holder of each
\nOutstanding Security affected.<\/p>\n<\/p>\n Upon any such waiver, such default shall cease to exist, and any Event of
\nDefault arising therefrom shall be deemed to have been cured, for every purpose
\nof this Indenture; but no such waiver shall extend to any subsequent or other
\ndefault or impair any right consequent thereon.<\/p>\n<\/p>\n Section 514. Undertaking for Costs.<\/strong><\/p>\n<\/p>\nAll parties to this Indenture agree, and each Holder of any Security by his
\nacceptance thereof shall be deemed to have agreed, that any court may in its
\ndiscretion require, in any suit for the enforcement of any right or remedy under
\nthis Indenture, or in any suit against the Trustee for any action taken,
\nsuffered or omitted by it as Trustee, the filing by any party litigant in such
\nsuit of an undertaking to pay the costs of such suit, and that such court may in
\nits discretion assess reasonable costs, including reasonable attorneys153 fees and
\nexpenses, against any party litigant in such suit, having due regard to the
\nmerits and good faith of the claims or defenses made by such party litigant; but
\nthe provisions of this Section 514 shall not apply to any suit instituted by the
\nTrustee, to any suit instituted by any Holder, or group of Holders, holding in
\nthe aggregate more than 10% in principal amount of the Securities then
\nOutstanding, voting together as a single class, or to any suit instituted by any
\nHolder for the enforcement of the payment of the principal of or interest on any
\nSecurity on or after the respective Stated Maturities expressed in such
\nSecurity; provided<\/u> that neither this Section 514 nor the Trust Indenture
\nAct shall be deemed to authorize any court to require such an undertaking or to
\nmake such an assessment in any suit instituted by the Company.<\/p>\n<\/p>\n Section 515. Waiver of Stay, Extension or Usury Laws.<\/strong><\/p>\n<\/p>\nThe Company covenants (to the extent that it may lawfully do so) that it
\nshall not at any time insist upon, or plead, or in any manner whatsoever claim
\nor take the benefit or advantage of, any stay, extension or usury law wherever
\nenacted, now or at any time hereafter in force, which may affect the covenants
\nor the performance of this Indenture; and the Company (to the extent that it may
\nlawfully do so) hereby expressly waives all benefit or advantage of any such
\nlaw, and covenants that it shall not hinder, delay or impede the execution of
\nany power herein granted to the Trustee, but shall suffer and permit the
\nexecution of every such power as though no such law had been enacted.<\/p>\n<\/p>\n 53<\/p>\n \n
\nARTICLE SIX<\/strong><\/p>\n\n THE TRUSTEE<\/strong><\/p>\n\n Section 601. Certain Duties and Responsibilities.<\/strong><\/p>\n<\/p>\n(a) Except during the continuance of an Event of Default,<\/p>\n<\/p>\n (i) the Trustee undertakes to perform such duties and only such duties as are
\nspecifically set forth in this Indenture, and no implied covenants or
\nobligations shall be read into this Indenture against the Trustee; and<\/p>\n<\/p>\n (ii) in the absence of bad faith on its part, the Trustee may conclusively
\nrely, as to the truth of the statements and the correctness of the opinions
\nexpressed therein, upon certificates or opinions furnished to the Trustee and
\nconforming to the requirements of this Indenture; but in the case of any such
\ncertificates or opinions which by any provision hereof are specifically required
\nto be furnished to the Trustee, the Trustee shall be under a duty to examine the
\nsame to determine whether or not they conform to the requirements of this
\nIndenture (but need not confirm or investigate the accuracy of mathematical
\ncalculations or other facts stated therein).<\/p>\n<\/p>\n (b) In case an Event of Default has occurred and is continuing, the Trustee
\nshall exercise such of the rights and powers vested in it by this Indenture, and
\nuse the same degree of care and skill in their exercise, as a prudent person
\nwould exercise or use under the circumstances in the conduct of his or her own
\naffairs.<\/p>\n<\/p>\n (c) No provision of this Indenture shall be construed to relieve the Trustee
\nfrom liability for its own negligent action, its own negligent failure to act,
\nor its own willful misconduct, except that<\/p>\n<\/p>\n (i) this Subsection shall not be construed to limit the effect of clause (a)
\nof this Section;<\/p>\n<\/p>\n (ii) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer, unless it shall be proved that the Trustee was
\nnegligent in ascertaining the pertinent facts;<\/p>\n<\/p>\n (iii) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders of a majority in principal amount of the Outstanding Securities relating
\nto the time, method and place of conducting any proceeding for any remedy
\navailable to the Trustee, or exercising any trust or power conferred upon the
\nTrustee, under this Indenture with respect to the Securities; and<\/p>\n<\/p>\n 54<\/p>\n \n
\n(iv) no provision of this Indenture shall require the Trustee to expend or
\nrisk its own funds or otherwise incur any financial liability in the performance
\nof any of its duties hereunder, or in the exercise of any of its rights or
\npowers, if it shall have reasonable grounds for believing that repayment of such
\nfunds or adequate indemnity against such risk or liability is not reasonably
\nassured to it.<\/p>\n<\/p>\n (d) Whether or not therein expressly so provided, every provision of this
\nIndenture relating to the conduct or affecting the liability of or affording
\nprotection to the Trustee shall be subject to the provisions of this Section.\n<\/p>\n<\/p>\n Section 602. Certain Rights of Trustee.<\/strong><\/p>\n<\/p>\nSubject to the provisions of Trust Indenture Act Sections 315(a) through
\n315(d):<\/p>\n<\/p>\n (a) the Trustee may conclusively rely and shall be fully protected in acting
\nor refraining from acting upon any resolution, certificate, statement,
\ninstrument, opinion, report, notice, request, direction, consent, order, bond,
\ndebenture, note, other evidence of indebtedness or other paper or document
\n(whether in its original or facsimile form) believed by it to be genuine and to
\nhave been signed or presented by the proper party or parties;<\/p>\n<\/p>\n (b) any request or direction of the Company mentioned herein shall be
\nsufficiently evidenced by a Company Request or Company Order and any resolution
\nof the Board of Directors may be sufficiently evidenced by a Board Resolution;\n<\/p>\n<\/p>\n (c) whenever in the administration of this Indenture the Trustee shall deem
\nit desirable that a matter be proved or established prior to taking, suffering
\nor omitting any action hereunder, the Trustee (unless other evidence be herein
\nspecifically prescribed) may, in the absence of bad faith on its part, rely upon
\nan Officers153 Certificate;<\/p>\n<\/p>\n (d) the Trustee may consult with counsel of its selection and the advice of
\nsuch counsel or any Opinion of Counsel shall be full and complete authorization
\nand protection in respect of any action taken, suffered or omitted by it
\nhereunder in good faith and in reliance thereon;<\/p>\n<\/p>\n (e) the Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders pursuant to this Indenture, unless such Holders shall have offered to
\nthe Trustee security or indemnity reasonably satisfactory to it against the
\ncosts, expenses and liabilities which might be incurred by it in compliance with
\nsuch request or direction;<\/p>\n<\/p>\n (f) the Trustee shall not be bound to make any investigation into the facts
\nor matters stated in any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, direction, consent, order, bond, debenture,
\nnote, other evidence of indebtedness or<\/p>\n<\/p>\n 55<\/p>\n \n
\nother paper or document, but the Trustee, in its discretion, may make such
\nfurther inquiry or investigation into such facts or matters as it may see fit,
\nand, if the Trustee shall determine to make such further inquiry or
\ninvestigation, it shall be entitled to examine the books, records and premises
\nof the Company, personally or by agent or attorney at the expense of the Company
\nand shall incur no liability or additional liability of any kind by reason of
\nsuch inquiry or investigation;<\/p>\n<\/p>\n (g) the Trustee may execute any of the trusts or powers hereunder or perform
\nany duties hereunder either directly or by or through agents or attorneys and
\nthe Trustee shall not be responsible for any misconduct or negligence on the
\npart of any agent or attorney appointed with due care by it hereunder;<\/p>\n<\/p>\n (h) the Trustee shall not be liable for any action taken, suffered, or
\nomitted to be taken by it in good faith and reasonably believed by it to be
\nauthorized or within the discretion or rights or powers conferred upon it by
\nthis Indenture;<\/p>\n<\/p>\n (i) in no event shall the Trustee be responsible or liable for special,
\nindirect, or consequential loss or damage of any kind whatsoever (including, but
\nnot limited to, loss of profit) irrespective of whether the Trustee has been
\nadvised of the likelihood of such loss or damage and regardless of the form of
\naction;<\/p>\n<\/p>\n (j) the Trustee shall not be deemed to have notice of any Default or Event of
\nDefault unless a Responsible Officer of the Trustee has actual knowledge thereof
\nor unless written notice of any event which is in fact such a default is
\nreceived by the Trustee at the Corporate Trust Office of the Trustee, and such
\nnotice references the Securities and this Indenture;<\/p>\n<\/p>\n (k) the rights, privileges, protections, immunities and benefits given to the
\nTrustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder, and each agent, custodian and other Person employed to act hereunder;
\nand<\/p>\n<\/p>\n (l) the Trustee shall not be required to give any bond or surety in respect
\nof the performance of its powers and duties hereunder.<\/p>\n<\/p>\n Section 603. Not Responsible for Recitals or Issuance of
\nSecurities.<\/strong><\/p>\n<\/p>\nThe recitals contained herein and in the Securities, except the Trustee153s
\ncertificates of authentication, shall be taken as the statements of the Company,
\nand the Trustee assumes no responsibility for their correctness. The Trustee
\nmakes no representations as to the validity or sufficiency of this Indenture or
\nof the Securities. The Trustee shall not be accountable for the use or
\napplication by the Company of Securities or the proceeds thereof, except that
\nthe Trustee<\/p>\n<\/p>\n 56<\/p>\n \n
\nrepresents that it is duly authorized to execute and deliver this Indenture,
\nauthenticate the Securities and perform its obligations hereunder and that the
\nstatements to be made by it in a Statement of Eligibility on Form T-1 supplied
\nto the Company are true and accurate, subject to the qualifications set forth
\ntherein.<\/p>\n<\/p>\n Section 604. May Hold Securities.<\/strong><\/p>\n<\/p>\nThe Trustee, any Paying Agent, Security Registrar or any other agent of the
\nCompany, in its individual or any other capacity, may become the owner or
\npledgee of Securities and, subject to Trust Indenture Act Sections 310(b) and
\n311, may otherwise deal with the Company with the same rights it would have if
\nit were not Trustee, Paying Agent, Security Registrar or such other agent.<\/p>\n<\/p>\n Section 605. Money Held in Trust.<\/strong><\/p>\n<\/p>\nMoney held by the Trustee in trust hereunder need not be segregated from
\nother funds except to the extent required by law. The Trustee shall be under no
\nliability for interest on any money received by it hereunder except as otherwise
\nagreed in writing with the Company.<\/p>\n<\/p>\n Section 606. Compensation and Reimbursement.<\/strong><\/p>\n<\/p>\nThe Company agrees:<\/p>\n<\/p>\n (a) to pay to the Trustee from time to time such compensation as shall be
\nagreed to in writing between the Company and the Trustee for all services
\nrendered by it hereunder (which compensation shall not be limited by any
\nprovision of law in regard to the compensation of a trustee of an express
\ntrust);<\/p>\n<\/p>\n (b) except as otherwise expressly provided herein, to reimburse the Trustee
\nupon its request for all reasonable expenses, disbursements and advances
\nincurred or made by the Trustee in accordance with any provision of this
\nIndenture (including the reasonable compensation and the expenses and
\ndisbursements of its agents and counsel), except any such expense, disbursement
\nor advance as shall have been caused by its negligence or willful misconduct;
\nand<\/p>\n<\/p>\n (c) to indemnify each of the Trustee or any predecessor Trustee for, and to
\nhold it harmless against, any and all loss, damage, claim, liability or expense
\nincluding taxes (other than taxes based on the income of the Trustee) incurred
\nwithout negligence or willful misconduct on its part, arising out of or in
\nconnection with the acceptance or administration of this trust, including the
\ncosts and expenses of defending itself against any claim or liability in
\nconnection with the exercise or performance of any of its powers or duties
\nhereunder.<\/p>\n<\/p>\n 57<\/p>\n \n
\nAs security for the performance of the obligations of the Company under this
\nSection 606, the Trustee shall have a Lien prior to the Securities upon all
\nproperty and funds held or collected by the Trustee as such, except funds held
\nin trust for the benefit of Holders of particular Securities.<\/p>\n<\/p>\n When the Trustee incurs expenses or renders services in connection with an
\nEvent of Default specified in Section 501(f) or 501(g), the expenses (including
\nthe reasonable charges and expenses of its counsel) and the compensation for the
\nservices shall be intended to constitute expenses of administration under any
\nBankruptcy Law.<\/p>\n<\/p>\n The provisions of this Section 606 shall survive the termination of this
\nIndenture.<\/p>\n<\/p>\n Section 607. Conflicting Interests.<\/strong><\/p>\n<\/p>\nThe Trustee shall comply with the provisions of Section 310(b) of the Trust
\nIndenture Act.<\/p>\n<\/p>\n Section 608. Corporate Trustee Required; Eligibility.<\/strong><\/p>\n<\/p>\nThere shall at all times be a Trustee hereunder qualified or to be qualified
\nunder Trust Indenture Act Section 310(a)(1) and which shall have a combined
\ncapital and surplus of at least $50,000,000 to the extent there is such an
\ninstitution eligible and willing to serve. If the Trustee publishes reports of
\ncondition at least annually, pursuant to law or to the requirements of Federal,
\nState, Territorial or District of Columbia supervising or examining authority,
\nthen for the purposes of this Section 608, the combined capital and surplus of
\nthe Trustee shall be deemed to be its combined capital and surplus as set forth
\nin its most recent report of condition so published. If at any time the Trustee
\nshall cease to be eligible in accordance with the provisions of this Section
\n608, it shall resign immediately in the manner and with the effect hereinafter
\nspecified in this Article.<\/p>\n<\/p>\n Section 609. Resignation and Removal; Appointment of
\nSuccessor.<\/strong><\/p>\n<\/p>\n(a) No resignation or removal of the Trustee and no appointment of a
\nsuccessor Trustee pursuant to this Article shall become effective until the
\nacceptance of appointment by the successor Trustee under Section 610.<\/p>\n<\/p>\n (b) The Trustee may resign at any time by giving written notice thereof to
\nthe Company. If an instrument of acceptance by a successor Trustee shall not
\nhave been delivered to the Trustee within 30 days after the giving of such
\nnotice of resignation, the resigning Trustee may petition at the expense of the
\nCompany any court of competent jurisdiction for the appointment of a successor
\nTrustee.<\/p>\n<\/p>\n (c) The Trustee may be removed at any time by an Act of the Holders of a
\nmajority in principal amount of the Outstanding Securities, delivered to the
\nTrustee and the<\/p>\n<\/p>\n 58<\/p>\n \n
\nCompany. If an instrument of acceptance by a successor Trustee shall not have
\nbeen delivered to the Trustee within 30 days after the giving of such notice of
\nremoval, the removed Trustee may petition at the expense of the Company any
\ncourt of competent jurisdiction for the appointment of a successor Trustee.<\/p>\n<\/p>\n (d) If at any time:<\/p>\n<\/p>\n (i) the Trustee shall fail to comply with the provisions of Trust Indenture
\nAct Section 310(b) after written request therefor by the Company or by any
\nHolder who has been a bona fide Holder of a Security for at least six months, or\n<\/p>\n<\/p>\n (ii) the Trustee shall cease to be eligible under Section 608 and shall fail
\nto resign after written request therefor by the Company or by any Holder who has
\nbeen a bona fide Holder of a Security for at least six months, or<\/p>\n<\/p>\n (iii) the Trustee shall become incapable of acting or shall be adjudged a
\nbankrupt or insolvent, or a receiver of the Trustee or of its property shall be
\nappointed or any public officer shall take charge or control of the Trustee or
\nof its property or affairs for the purpose of rehabilitation, conservation or
\nliquidation,<\/p>\n<\/p>\n then, in any case, (A) the Company by a Board Resolution may remove the
\nTrustee, or (B) subject to Section 514, the Holder of any Security who has been
\na bona fide Holder of a Security for at least six months may, on behalf of
\nhimself and all others similarly situated, petition any court of competent
\njurisdiction for the removal of the Trustee and the appointment of a successor
\nTrustee.<\/p>\n<\/p>\n (e) If the Trustee shall resign, be removed or become incapable of acting, or
\nif a vacancy shall occur in the office of Trustee for any cause, the Company, by
\na Board Resolution, shall promptly appoint a successor Trustee. If, within one
\nyear after such resignation, removal or incapability, or the occurrence of such
\nvacancy, a successor Trustee shall be appointed by Act of the Holders of a
\nmajority in principal amount of the Outstanding Securities delivered to the
\nCompany and the retiring Trustee, the successor Trustee so appointed shall,
\nforthwith upon its acceptance of such appointment in accordance with Section
\n610, become the successor Trustee and supersede the successor Trustee appointed
\nby the Company. If no successor Trustee shall have been so appointed by the
\nCompany or the Holders of the Securities and so accepted appointment, the Holder
\nof any Security who has been a bona fide Holder for at least six months may, on
\nbehalf of himself and all others similarly situated, petition any court of
\ncompetent jurisdiction for the appointment of a successor Trustee.<\/p>\n<\/p>\n (f) The Company shall give notice of each resignation and each removal of the
\nTrustee and each appointment of a successor Trustee by mailing written notice of
\nsuch event by first-class mail, postage prepaid, to the Holders of Securities as
\ntheir names and addresses appear in the Security Register. Each notice shall
\ninclude the name of the successor Trustee and the address of its Corporate Trust
\nOffice.<\/p>\n<\/p>\n 59<\/p>\n \n
\nSection 610. Acceptance of Appointment by Successor.<\/strong><\/p>\n<\/p>\nEvery successor Trustee appointed hereunder shall execute, acknowledge and
\ndeliver to the Company and to the retiring Trustee an instrument accepting such
\nappointment, and thereupon the resignation or removal of the retiring Trustee
\nshall become effective and such successor Trustee, without any further act, deed
\nor conveyance, shall become vested with all the rights, powers, trusts and
\nduties of the retiring Trustee, provided<\/u>, however<\/u>, that the
\nretiring Trustee shall continue to be entitled to the benefit of Section 606(c);
\nbut, on request of the Company or the successor Trustee, such retiring Trustee
\nshall, upon payment of its charges, execute and deliver an instrument
\ntransferring to such successor Trustee all the rights, powers and trusts of the
\nretiring Trustee, and shall duly assign, transfer and deliver to such successor
\nTrustee all property and money held by such retiring Trustee hereunder. Upon
\nrequest of any such successor Trustee, the Company shall execute any and all
\ninstruments for more fully and certainly vesting in and confirming to such
\nsuccessor Trustee all such rights, powers and trusts.<\/p>\n<\/p>\n No successor Trustee shall accept its appointment unless at the time of such
\nacceptance such successor Trustee shall be qualified and eligible under this
\nArticle.<\/p>\n<\/p>\n Section 611. Merger, Conversion, Consolidation or Succession to
\nBusiness.<\/strong><\/p>\n<\/p>\nAny corporation into which the Trustee may be merged or converted or with
\nwhich it may be consolidated, or any corporation resulting from any merger,
\nconversion or consolidation to which the Trustee shall be a party, or any
\ncorporation succeeding to all or substantially all of the corporate trust
\nbusiness of the Trustee, shall be the successor of the Trustee hereunder,
\nprovided such corporation shall be otherwise qualified and eligible under this
\nArticle, without the execution or filing of any paper or any further act on the
\npart of any of the parties hereto. In case any Securities shall have been
\nauthenticated, but not delivered, by the Trustee then in office, any successor
\nby merger, conversion or consolidation to such authenticating Trustee may adopt
\nsuch authentication and deliver the Securities so authenticated with the same
\neffect as if such successor Trustee had itself authenticated such Securities.\n<\/p>\n<\/p>\n Section 612. Preferential Collection of Claims Against
\nCompany.<\/strong><\/p>\n<\/p>\nIf and when the Trustee shall be or become a creditor of the Company (or any
\nother obligor under the Securities), the Trustee shall be subject to the
\nprovisions of the Trust Indenture Act regarding the collection of claims against
\nthe Company (or any such other obligor).<\/p>\n<\/p>\n Section 613. Trustee153s Application for Instructions from the
\nCompany.<\/strong><\/p>\n<\/p>\nAny application by the Trustee for written instructions from the Company may,
\nat the option of the Trustee, set forth in writing any action proposed to be
\ntaken or omitted by the Trustee under this Indenture and the date on and\/or
\nafter which such action shall be taken or such omission shall be effective. The
\nTrustee shall not be liable for any action taken by, or omission of, the Trustee
\nin accordance with a proposal included in such application on or after the date\n<\/p>\n<\/p>\n 60<\/p>\n \n
\nspecified in such application (which date shall not be less than three
\nBusiness Days after the date any officer of the Company actually received such
\napplication) unless, with respect to any such action (or the effective date in
\nthe case of an omission), the Trustee shall have received written instructions
\nin response to such application specifying the action to be taken or omitted.\n<\/p>\n<\/p>\n Section 614. Notice of Defaults.<\/strong><\/p>\n<\/p>\nWithin 90 days after the occurrence of any Default, the Trustee shall
\ntransmit by mail to all Holders, as their names and addresses appear in the
\nSecurity Register, notice of such Default hereunder actually known to a
\nResponsible Officer of the Trustee, unless such default shall have been cured or
\nwaived; provided<\/u>, however<\/u>, that, except in the case of a default
\nin the payment of the principal of or interest on any Security, the Trustee
\nshall be protected in withholding such notice if and so long as a trust
\ncommittee of directors and\/or Responsible Officers of the Trustee in good faith
\ndetermines that the withholding of such notice is in the interest of the
\nHolders; and provided<\/u> further<\/u> that, in the case of any default or
\nbreach of the character specified in Section 501(d), no such notice to Holders
\nshall be given until at least 30 days after the occurrence thereof.<\/p>\n<\/p>\n ARTICLE SEVEN<\/strong><\/p>\n\n HOLDERS153 LISTS AND REPORTS BY TRUSTEE AND
\nCOMPANY<\/strong><\/p>\n\n Section 701. Disclosure of Names and Addresses of Holders.<\/strong>\n<\/p>\n<\/p>\n | | | | | | | | | | | | | | | | | |