Common use of Successor Corporation Clause in Contracts

Successor Corporation. The Company shall not consolidate with or merge into any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX

Successor Corporation. The Company shall not consolidate with or merge into any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX.

Successor Corporation. 5.01 When the Company May Merge, Etc. The Company shall may not consolidate with or merge into any other person with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to (either in one transaction or a series of transactions) to, any person Person unless: (1) either the Company Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall be have been made (the continuing corporation, or the person ("Successor") if other than the CompanyCompany (a) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and (b) shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities Debentures and this the Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default existsshall have occurred and be continuing; and (3) the Company has delivered delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, conveyance, transfer or transfer lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture. The Successor will be the successor corporation formed by such consolidation or into which to the Company is merged or to which such transfer is made shall succeed toCompany, and will be substituted for, and may exercise every right and power of, and become the Company under this Indenture obligor on the Debentures with the same effect as if such successor corporation the Successor had been named as the Company hereinherein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and thereafter interest on the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXDebentures.

Successor Corporation. The Company shall not consolidate with (a) In case of any such consolidation, merger, sale, conveyance, transfer or merge into any other person or transfer its properties disposition and assets substantially as an entirety to any person unless: (1) either upon the Company shall be assumption by the continuing successor corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental heretoindenture, executed and delivered to the Trustee, Trustee and satisfactory in form satisfactory to the Trustee, all the obligations of the Company under due and punctual payment of the Securities principal of (and premium, if any) and interest on all of the Notes Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture; (2) immediately after giving effect Indenture to be performed by the Issuer, such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation it had been named herein as the Company hereinparty of the first part, and thereafter thereupon the predecessor corporation shall be relieved of all obligations and covenants under the this Indenture and the SecuritiesNotes. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the event name of the Issuer or any other predecessor obligor on the Notes, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such transfer successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any securities which previously shall have been signed and delivered by the officers of the predecessor Issuer to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. (b) In case of any such predecessor corporation consolidation, merger, sale, conveyance, transfer or other disposition such changes in phraseology and form (but not in substance) may be dissolved and liquidated. ARTICLE SIXmade in the Notes thereafter to be issued as may be appropriate. (c) Nothing contained in this Indenture or in any of the Notes shall prevent the Issuer from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Issuer).

Successor Corporation. The Company shall not consolidate with or merge into any other person Person or sell, assign, transfer or convey its properties and assets substantially as an entirety to any person Person unless: (1) either the Company shall be the continuing corporation, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX.

Successor Corporation. The Company SECTION 5.01. When the Corporation or the Guarantor May Merge, etc. (a) Neither the Corporation nor the Guarantor shall not consolidate with or merge into any other person into, or transfer all or substantially all its properties and assets substantially as an entirety to any person unless: another corporation, unless (1) either the Company shall be the continuing corporationresulting, surviving or the person (if other than the Company) formed transferee corporation assumes by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company Corporation or the Guarantor, as the case may be, under the Securities or the Guarantees and this Indenture; , (2) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; and and no circumstances which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, and (3) the Company has Corporation or the Guarantor, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed toIndenture, and thereafter all such obligations of the Corporation or the Guarantor, as the case may be, shall terminate. (b) In the event that (1) the Corporation and the Guarantor shall consolidate with each other into another corporation, (2) the Corporation shall merge into the Guarantor or vice versa, or (3) the Corporation shall transfer all or substantially all of its assets to the Guarantor or vice versa, then, upon satisfaction of the conditions set forth in Section 5.01(a), the resulting, surviving or transferee corporation shall be substituted for, and may exercise every right and power of, for the Company Corporation under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, Guarantees shall terminate and in the event be of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXno further effect.

Successor Corporation. Section 5.1 Covenant Not to Consolidate, Merge, Convey or Transfer Except Under Certain Conditions. The Company shall not consolidate with, or merge with or merge into into, or convey or transfer (excluding by way of lease) all or substantially all of its Properties (as determined at the time of such transfer without regard to any prior conveyance or transfer or series of conveyances or transfers made on unrelated transactions) to any other person Person, or permit any Person to convey, lease or transfer all or substantially all of its properties and assets substantially as an entirety Properties to any person the Company, unless: (1a) either the The Company shall be the continuing corporation, Person or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets Properties of the Company substantially as an entirety are conveyed or transferred (the "surviving Person"): (i) shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia and Columbia; (ii) shall expressly assumeassume prior to or simultaneously with the consummation of such transaction, by an indenture and other agreements supplemental heretohereto and to the Operative Documents, executed and delivered to the Trustee, Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, interest on and Special Interest, if any, with respect to, all the obligations Securities and the observance and performance of every covenant, condition and obligation of this Indenture, the Securities and the Operative Documents on the part of the Company under the Securities and this Indentureto be observed or performed; (2b) Immediately before and immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing hereunder; (c) In the case of any such conveyance or transfer, such conveyance or transfer includes, without limitation, all of the Collateral and in any event such consolidation, merger, conveyance or transfer shall be on such terms as shall fully preserve the Lien and security of each of the Operative Documents, the priority thereof purported to be established thereby and the rights and powers of the Trustee and the Holders of the Securities under each of the Operative Documents; and (3d) the The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that (i) such merger, consolidation, merger transfer, conveyance, or transfer acquisition of assets and such supplemental indenture (if any) comply with the terms of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed toIndenture, and be substituted for, and may exercise every right and power of, the Company under (ii) this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the SecuritiesSecurities constitute the valid and legally binding obligations of the surviving Person, and (iii) this Indenture and the other Operative Documents are enforceable against the surviving Person in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXaccordance with their terms.

Successor Corporation. SECTION 10.01. Company may Consolidate, Reincorporate, Etc. on Certain Conditions. The Company shall not not, directly or indirectly, consolidate with or merge into any other person into, or transfer sell, lease or convey all or substantially all of its properties and assets substantially as an entirety to any person to, or reincorporate or otherwise reorganize as, another entity, whether in a single transaction or a series of related transactions, unless: (1i) either the Company shall be the continuing corporation, successor or the person (if other than the Company) formed by such consolidation or into which the Company transferee entity is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust corporation duly organized and existing under the laws of its jurisdiction of incorporation; (ii) the United States of America successor or any State thereof or the District of Columbia and transferee corporation shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the obligations Debt Securities and the performance or observance of every covenant and obligation of this Indenture on the part of the Company under the Securities and this Indentureto be performed or observed; (2iii) the Company or the successor corporation, as the case may be, will not, immediately after giving effect to such transaction, no Default be in default in the performance of any covenant or Event condition hereunder; (iv) if any series of Default existsDebt Securities, of which any Debt Securities are then Outstanding, has been issued to a Capital Trust, such consolidation, merger, sale, lease, conveyance, or reincorporation or reorganization is permitted under the Declaration of such Capital Trust, and Preferred Securities Guarantee with respect to the Preferred Securities issued thereby, and does not give rise to any breach or violation of such Declaration or Preferred Securities Guarantee; and (3v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, lease, conveyance, or transfer and reincorporation or reorganization and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX.

Successor Corporation. Section 5.1 When the Company and its Subsidiaries May Merge, Etc. (a) The Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge with or into any other person Person, or, directly or indirectly, sell, lease, assign, transfer or convey all or substantially all of its properties and assets substantially as an entirety (computed on a consolidated basis), to any person another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless: (1A) in accordance with the Asset Sale Agreements; or (B) subsequent to the consummation of all of the transactions contemplated by clause (A) above (i) either (a) the Company or such Subsidiary, as the case may be, shall be the continuing corporationPerson or (b) the resulting, surviving, or the person transferee entity (if other than the Company) formed by such consolidation or into which the Company is merged or such other Person being hereinafter referred to which as the properties and assets of the Company substantially as an entirety are transferred "SURVIVING PERSON") shall be a corporation, limited liability company or partnership or trust organized and existing under the laws of the United States of America or States, any State thereof state thereof, or the District of Columbia Columbia, and shall expressly assumeassume all of the obligations of the Company or such Subsidiary, as the case may be, under the Notes, the Security Documents, the Exchange and Registration Rights Agreement, the Stockholder Agreements, the Registration Rights Agreement and this Indenture by an a supplemental indenture or other appropriate document supplemental hereto, executed and delivered execute and deliver to the TrusteeTrustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee, all any supplements to any Security Documents as the obligations Trustee, in its sole discretion, may require to ratify and confirm the continuing first priority of, and to regrant, the Liens (subject to Permitted Liens) created by the Security Documents; (ii) no Default or Event of the Company under the Securities and this Indenture; Default shall exist or shall occur immediately after giving effect to such transaction; (2iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the surviving or transferee entity is at least equal to the Net Worth of such predecessor or transferring entity immediately prior to such transaction, no Default ; (iv) the surviving or Event transferee entity would immediately thereafter be permitted to Incur at least $1.00 of Default existsadditional Subordinated Debt pursuant to the third paragraph following clause (n) of Section 4.11; and and (3v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, assignment, or transfer and such supplemental indenture comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied. The successor corporation formed For purposes of this Section 5.1, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (after giving effect to such transaction) for the four fiscal quarters immediately preceding such transaction. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by such consolidation or into which the Company is merged instead of such Subsidiaries, would constitute all or to which such transfer is made shall succeed to, substantially all of the properties and be substituted for, and may exercise every right and power of, assets of the Company under this Indenture with the same effect as if such successor corporation had been named as the Company hereinon a consolidated basis, and thereafter the predecessor corporation shall be relieved deemed to be the transfer of all obligations or substantially all of the properties and covenants under assets of the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXCompany.

Successor Corporation. SECTION 5.01. When the Company May Merge or Transfer -------------------------------------- Assets. The Company shall not consolidate with or merge with or into any ------ other person or convey, transfer or lease its properties and assets substantially as an entirety to any person person, unless: (1) either the Company shall be the continuing corporation, resulting or surviving corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or to the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety are transferred (i) shall be a corporation, partnership or trust corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (3iii) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company would constitute all or substantially all of the properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor corporation person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and thereafter, except in the case of a lease and thereafter obligations the predecessor corporation Company may have under a supplemental indenture pursuant to Section 10.12, the Company shall be relieved of discharged from all obligations and covenants under the this Indenture and the Securities. Subject to Section 9.06, the Company, the Trustee and in the event successor person shall enter into a supplemental indenture to evidence the succession and substitution of such transfer any successor person and such predecessor corporation may be dissolved discharge and liquidated. ARTICLE SIXrelease of the Company.

Successor Corporation. SECTION 5.01 When Company May Merge or Transfer Assets ----------------------------------------- The Company shall not consolidate with, merge with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person person, unless: (a) either (1) either the Company shall be the continuing corporation, corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or to the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety are transferred (i) shall be a corporation, partnership or trust organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; (2b) immediately after giving effect to at the time of such transaction, no Default or Event of Default existsand no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and (3c) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor corporation person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and thereafter, except in the case of a lease and thereafter obligations the predecessor corporation Company may have under a supplemental indenture pursuant to Section 10.11, the Company shall be relieved of discharged from all obligations and covenants under the this Indenture and the SecuritiesNotes. Subject to Section 9.06, the Company, the Trustee and in the event successor person shall enter into a supplemental indenture to evidence the succession and substitution of such transfer any successor person and such predecessor corporation may be dissolved discharge and liquidated. ARTICLE SIXrelease of the Company.

Successor Corporation. The Company shall not consolidate with or merge into any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either In the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be event a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, successor corporation assumes all the obligations of the Company under the Securities and the Indenture, pursuant to the terms thereof, the Company will be released from all such obligations. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. Requests may be made to: Navistar International Corporation 0000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxx 00000 Attn: Vice President and Treasurer For value received, the Guarantor (which term includes any successor Person under the Supplemental Indenture; ) has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 2, 2004 (2the “Original Indenture”), as supplemented by the First Supplemental Indenture dated as of the same date (the “Supplemental Indenture,” and together with the Original Indenture, the “Indenture”) immediately after giving effect to such transactionamong Navistar International Corporation, no Default or Event of Default exists; and the Guarantor party thereto and BNY Midwest Trust Company, as trustee (3the “Trustee”), (i) the due and punctual payment of the principal of, premium, if any, and interest in full on the Securities (as defined in the Indenture), when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company has delivered and the Guarantor to the Holders or the Trustee, including, without limitation, the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and the Indenture. In case of the failure of the Company to punctually to make any such principal or interest payment or the failure of the Company to perform any such other Obligation, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by acceleration or otherwise. The Obligations of the Guarantor to the Holders of Securities and to the Trustee an Officers' Certificate pursuant to the Guarantee and an Opinion the Indenture are expressly set forth in Article X of Counsel, each stating that such consolidation, merger or transfer the Supplemental Indenture and such supplemental indenture comply with this Article and that all conditions precedent herein provided reference is hereby made to the Indenture for relating to such transaction have been complied withthe precise terms of the Guarantee. The successor corporation formed obligations of the Guarantor will be released only in accordance with the provisions of Article X of the Supplemental Indenture. INTERNATIONAL TRUCK AND ENGINE CORPORATION By: Name: Xxxxx X. Xxxxxxx Title: Vice President and Treasurer To assign this Security, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to: and irrevocably appoint to transfer this Security on the books of the Company. The agent may substitute another to act for him. (Print your name exactly as it appears on the face of this Security) (Sign your name exactly as it appears on the face of this Security) Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this Security purchased by such consolidation or into which the Company is merged pursuant to Section 3.13 or Section 5.9 of the Supplemental Indenture, please check the appropriate box: o Section 3.13 o Section 5.9 If you want to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, elect to have only part of the Security purchased by the Company under this Indenture with pursuant to Section 3.13 or Section 5.9 of the same effect as if such successor corporation had been named as Supplemental Indenture, state the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXamount you elect to have purchased: $ Date:

Successor Corporation. Section 5.1 Covenant Not to Consolidate, Merge, Convey or --------------------------------------------- Transfer Except Under Certain Conditions. ---------------------------------------- The Company shall not consolidate with, or merge with or merge into into, or convey or transfer (excluding by way of lease) all or substantially all of its Properties (as determined at the time of such transfer without regard to any prior conveyance or transfer or series of conveyances or transfers made on unrelated transactions) to any other person Person, or permit any Person to convey, lease or transfer all or substantially all of its properties and assets substantially as an entirety Properties to any person the Company, unless: (1a) either the The Company shall be the continuing corporation, Person or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets Properties of the Company substantially as an entirety are conveyed or transferred (the "surviving Person"): (i) shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia and Columbia; (ii) shall expressly assumeassume prior to or simultaneously with the consummation of such transaction, by an indenture and other agreements supplemental heretohereto and to the Operative Documents, executed and delivered to the Trustee, Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, interest on and Special Interest, if any, with respect to, all the obligations Securities and the observance and performance of every covenant, condition and obligation of this Indenture, the Securities and the Operative Documents on the part of the Company under the Securities and this Indentureto be observed or performed; (2b) Immediately before and immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing hereunder; (c) In the case of any such conveyance or transfer, such conveyance or transfer includes, without limitation, all of the Collateral and in any event such consolidation, merger, conveyance or transfer shall be on such terms as shall fully preserve the Lien and security of each of the Operative Documents, the priority thereof purported to be established thereby and the rights and powers of the Trustee and the Holders of the Securities under each of the Operative Documents; and (3d) the The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that (i) such merger, consolidation, merger transfer, conveyance, or transfer acquisition of assets and such supplemental indenture (if any) comply with the terms of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed toIndenture, and be substituted for, and may exercise every right and power of, the Company under (ii) this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the SecuritiesSecurities constitute the valid and legally binding obligations of the surviving Person, and (iii) this Indenture and the other Operative Documents are enforceable against the surviving Person in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXaccordance with their terms.

Successor Corporation. SECTION 5.01 When the Company May Merge, Etc. The Company shall may not consolidate with or merge into with or into, or sell, convey, transfer or lease all or substantially all of its assets (either in one transaction or a series of transactions) to, any other person or transfer its properties and assets substantially as an entirety to any person Person unless: (1a) either the Company Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall be have been made (the continuing corporation, or the person ("Successor") if other than the Company) formed by such consolidation or into which the Company , is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and the Successor (a) shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this the Indenture; , and (2b) immediately after giving effect if any Preferred Securities are then outstanding, the Successor shall expressly assume the Company's obligations under the Guarantee, and shall become or acquire the general partner of, or any person with substantially equivalent authority to such transactionact for, no Default or Event of Default existsPenelec Capital; and (3b) the Company has delivered delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, conveyance, transfer or transfer lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture. The Successor will be the successor corporation formed by such consolidation or into which to the Company is merged or to which such transfer is made shall succeed toCompany, and will be substituted for, and may exercise every right and power of, and become the Company under this Indenture obligor on the Securities with the same effect as if such successor corporation the Successor had been named as as, the Company herein, and thereafter the . The predecessor corporation shall be relieved released from the obligations of all obligations and covenants under the Company set forth in this Indenture and the Securities, and in the Securities. Anything in this Indenture to the contrary notwithstanding, the sale, conveyance or other transfer by the Company of (i) all or any portion of its facilities for the generation of electric energy, or (ii) all of its facilities for the transmission of electric energy, in each case considered alone or in combination with properties described in the other clause, shall in no event be deemed to constitute a sale, conveyance or other transfer of such transfer any such predecessor corporation may all the properties of the Company, as or substantially as an entirety. The character of particular facilities shall be dissolved determined in accordance with the Uniform System of Accounts prescribed for public utilities and liquidated. ARTICLE SIXlicensees subject to the Federal Power Act, as amended, to the extent applicable.

Successor Corporation. The Company shall not consolidate with or merge into any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporationcor- poration, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX.

Successor Corporation. SECTION 501. When Company May Merge or Transfer Assets. The Company shall may not consolidate or merge with or merge into any other person into, or sell, lease, convey, transfer its properties or otherwise dispose of the Company's property and assets substantially as an entirety to any person another entity unless: (a) either (1) either the Company shall be the continuing corporation, corporation or (2) the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company substantially as an entirety are conveyed or transferred (i) shall be a corporation, partnership partnership, limited liability company or trust organized and validity existing under the laws of the United States of America or any State state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (2b) immediately after giving effect to such transactiontransaction and the assumption contemplated by clause (a)(ii) above, no event that, after notice or lapse of time or both, would become a Default or Event of Default existsDefault, shall have occurred and be continuing; (c) if, as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this Section 501, properties or assets of the Company would become subject to any lien which and would not be permitted by Section 407 without equally and ratably securing the Securities, the Company or such successor person, as the case may be, will take steps as are necessary to effectively secure the Securities equally and ratably with, or prior to, all indebtedness secured by those liens as provided in Section 407; and (3d) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance or transfer and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the conveyance or transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another wholly owned Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the conveyance or transfer of all or substantially all of the properties and assets of the Company. The successor corporation person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and thereafter, except in the case of a lease of its properties and thereafter assets substantially as an entirety, the predecessor corporation Company shall be relieved of discharged from all obligations and covenants under the Indenture and the Securitiesthis Indenture, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXthe

Successor Corporation. ‌ (a) The Company Corporation shall not consolidate with or merge enter into any transaction for the reorganization or reconstruction of the Corporation or the consolidation, amalgamation or merger of the Corporation with any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either the Company shall be the continuing corporation, or the person (if sale, leasing or other than transfer by the Company) formed by such consolidation or into which the Company is merged or to which the properties Corporation of its undertaking and assets as a whole or substantially as a whole to another corporation unless such corporation is lawfully entitled to acquire and operate the Corporation's undertaking and assets, and provided further that the conditions of this Article 9 are observed, and provided also that every such successor or assign shall before or contemporaneously with the consummation of any such reorganization, reconstruction, consolidation, amalgamation, merger or transfer and in consideration thereof, enter into and execute an indenture or indentures supplemental hereto in favour of the Company substantially as an entirety are transferred shall be a corporationTrustee whereby such successor or assign covenants: (i) to pay punctually when due the principal monies, partnership interest and other monies due or trust organized which may become due hereunder; (ii) to perform and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, observe punctually all the obligations of the Company Corporation under the Securities these presents and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event under and in respect of Default existsall outstanding Debentures; and (3iii) to observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of the Company has delivered to the Trustee an Officers' Certificate Corporation herein contained as fully and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect completely as if such successor corporation or assign had been named itself executed this Indenture as Party of the Company hereinFirst Part hereto and had expressly agreed herein to observe and perform the same. (b) Every such reorganization, reconstruction, consolidation, amalgamation, merger, sale, lease or transfer shall be made on such terms and at such times and otherwise in such manner as shall be approved by the Corporation as not being prejudicial to the interests of the Debentureholders in any material respect and as preserving and not impairing the rights and powers of the Trustee and Debentureholders hereunder, and thereafter upon such approval the predecessor corporation Trustee shall facilitate the same in all respects, and may give such consents and sign, execute or join in such indentures or other documents and do such acts as is required in order that such reorganization, reconstruction, consolidation, amalgamation, merger, sale, lease or transfer may be carried out, and the opinion of Counsel as hereinafter mentioned shall be relieved full warrant and authority to the Trustee for so doing. The Trustee may rely upon an opinion of all obligations Counsel as to the legality of any action proposed to be taken and covenants under as to the Indenture validity of any action taken pursuant to the provisions contained in this Article 9, and the Securities, and in the event Trustee shall incur no liability by reason of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXreliance thereon.

Successor Corporation. SECTION 5.01 When the Company May Merge or Transfer Assets, Etc. --------------------------------------------------- (a) The Company shall not consolidate with, merge with or merge into any other person into, or transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it, or permit any person of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions in the aggregate would result in a transfer of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis, unless: (1) either the Company shall be the continuing corporationPerson, or the person (Person, if other than the Company) , formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or of the Company and its Subsidiaries on a consolidated basis, substantially as an entirety entirety, are transferred shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental heretoto this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities Notes and this Indenture, and this Indenture remains in full force and effect; (2) immediately before and immediately after giving effect to such transaction, no Default or Event of Default exists; andand no Default shall have occurred and be continuing; (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation Person which is formed by or survives such consolidation or into which the Company is merged merger or to which such transfer is made assets are transferred (the "surviving entity"), after giving pro forma effect to such transaction, could incur $1.00 of additional Indebtedness under the first paragraph of Section 4.07 hereof; (4) immediately after giving effect to such transaction on a pro forma basis the Consolidated Net Worth of the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, equal to or greater than the Consolidated Net Worth of the Company under this Indenture immediately before such transaction; and (5) each Subsidiary Guarantor, if any, unless it is the other party to the applicable transaction described above or its Subsidiary Guaranty, after giving effect to such transaction, is to be released in accordance with the same effect as if such successor corporation had been named as the Company herein, terms hereof and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXSubsidiary

Successor Corporation. Section 4.1 When the Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into any other person Person (other than in a merger or transfer consolidation in which the Company is the surviving or continuing Person) or sell, convey, transfer, assign or lease its properties and assets substantially as an entirety to any person Person, unless: (1i) either the Company shall be the continuing corporation, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to the Person which acquires by sale, conveyance, transfer, assignment or lease the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and shall expressly assume, assume by an indenture supplemental heretoa note, executed and delivered to the Trustee, holder in form reasonably satisfactory to the Trusteeholder, the due and punctual payment of the then outstanding principal amount of this Note, and accrued but unpaid interest thereon, and the due and punctual performance of all of the covenants and obligations of the Company under the Securities and this Indenture;Note; and (2ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate shall have occurred and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withbe continuing. The successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Note with the same effect as if such successor corporation had been named as the Company herein, ; and thereafter the predecessor corporation Company shall be relieved of discharged from all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXhereunder.

Successor Corporation. Section 12.1. The Company may Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall not consolidate prevent any consolidation or merger of the Company with or merge into any other person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that (a) upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment, in the case of the Company, of the principal of and interest on all of the Debentures, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property; (b) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any person unless: (1) either Person, the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company successor Person is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof state or the District of Columbia Columbia; and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2c) immediately after giving effect to such transactionthereto, no Default or an Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed toDefault, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidatedcontinuing. ARTICLE SIX47NEXT PAGE

Successor Corporation. SECTION 5.1 THE COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge with or into any other person Person or, directly or transfer indirectly, sell, lease, or convey all or substantially all of its properties and assets substantially as an entirety (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to any person another Person, unless: (1) either (A) the Company shall be the continuing corporationcorporation in the case of a merger or (B) the resulting, surviving, or transferee entity (each such Person, or the person Company in the case of clause (if other than the CompanyA), a "Surviving Entity") formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, corporation or partnership or trust organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered by the Surviving Entity to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under pursuant hereto and pursuant to the Securities and this IndentureSecurities; (2) immediately after giving effect to such transaction, no Default or Event of Default existsDefault, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, conveyance or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXsatisfied.

Successor Corporation. The Company shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person unless: person, unless (1A) either the Company shall be the continuing corporationsurviving corporation or, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which not the properties and assets of the Company substantially as an entirety are transferred surviving corporation, such other person shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia and shall expressly assumeassumes, by execution of an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the TrusteeIndenture, all the obligations of the Company under the Securities Indenture and this Indenture; the Notes, (2B) immediately after giving effect to such transaction, no Default or Event of Default exists; and shall have occurred and be continuing, (3C) the Consolidated Net Worth of the obligor of the Notes immediately after such transaction (exclusive of any adjustments to Consolidated Net Worth relating to transaction costs and accounting adjustments resulting from such transaction) is not less than the Consolidated Net Worth of the Company immediately prior such transaction and (D) the Company has shall have delivered to the Trustee (I) an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article paragraph (v) and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by satisfied and (II) an Opinion of Counsel stating that such consolidation consolidation, merger, conveyance, transfer or into which the Company is merged or to which such transfer is made shall succeed tolease, and be substituted forif a supplemental indenture is required in connection with such transaction, and may exercise every right and power ofsuch supplemental indenture, comply with clause (A) of this paragraph (v). (g) Existing Section 3(l)(xi) of the Company under this Indenture with Series Supplement is hereby renumbered as Section 3(l)(vi) of the same effect Series Supplement. (h) Each of the following provisions of existing Section 3 of the Series Supplement is hereby renumbered as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXindicated below:

Successor Corporation. The Company shall not consolidate with In case of any consolidation, merger, sale or merge into any other person or transfer its properties and assets substantially as an entirety conveyance to any person unless: (1) either the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties a party and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which not the surviving corporation, and following an assumption by the successor corporation, such transfer is made successor corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Company prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been named issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Company herein, and thereafter or any successor corporation which shall theretofore have become such in the predecessor corporation manner described in this Article shall be relieved of discharged from all obligations and covenants under the this Indenture and the Securities, Notes and in the event of such transfer any such predecessor corporation may be dissolved liquidated and liquidated. ARTICLE SIXdissolved.

Successor Corporation. SECTION 5.01. When the Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into any other person Person (other than in a merger or consolidation in which the Company is the surviving Person) or convey, transfer or lease its properties and assets substantially as an entirety to any person Person, unless: (1a) either the Company shall be the continuing corporation, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and shall expressly assume, assume by an indenture supplemental hereto, executed and delivered to the Trustee, Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the Principal Amount, Redemption Price or interest, if any, on the Securities, according to their tenor, and the due and punctual performance of all of the covenants and obligations of the Company under the Securities and this Indenture, and shall have provided for conversion rights in accordance with this Indenture; (2b) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (3c) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer and such lease and, if a supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIXrequired

Successor Corporation. Section 5.01. When the Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person person, unless: (1) either the Company shall be the continuing corporation, corporation or (2) the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety are transferred (a) shall be a corporation, partnership or trust corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (3iii) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company would constitute all or substantially all of the properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor corporation person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and thereafter, except in the case of a lease and thereafter except for obligations the predecessor corporation Company may have under a supplemental indenture pursuant to Section 9.06, the Company shall be relieved of discharged from all obligations and covenants under the this Indenture and the Securities. Subject to Section 9.06, the Company, the Trustee and in the event successor person shall enter into a supplemental indenture to evidence the succession and substitution of such transfer any successor person and such predecessor corporation may be dissolved discharge and liquidated. ARTICLE SIXrelease of the Company, as applicable.