THIS
SEVENTEENTH SUPPLEMENTAL INDENTURE , dated as of
January 31, 2008, by and among the parties listed on
Schedule A hereto (each an “ Additional
Guarantor ” and collectively, the “ Additional
Guarantors ”) and THE BANK OF NEW YORK TRUST COMPANY,
N.A., as successor to J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as
trustee (the “ Trustee ”). Capitalized terms
used in this Seventeenth Supplemental Indenture and not otherwise
defined herein (including terms used on Exhibit A attached
hereto) shall have the meanings ascribed to them in the Indenture
(as defined on Exhibit A attached hereto).
WHEREAS,
Section 4.04 of the Indenture provides that if in accordance
with the provisions of the Bank Credit Facility the Company adds,
or causes to be added, any Subsidiary that was not a Guarantor at
the time of execution of the Original Indenture as a guarantor
under the Bank Credit Facility, such Subsidiary shall
contemporaneously become a Guarantor under the
Indenture;
WHEREAS,
desiring to become a Guarantor under the Indenture, each of the
Additional Guarantors is executing and delivering this Seventeenth
Supplemental Indenture; and
WHEREAS,
the consent of Holders to the execution and delivery of this
Seventeenth Supplemental Indenture is not required, and all other
actions required to be taken under the Indenture with respect to
this Seventeenth Supplemental Indenture have been taken.
NOW, THEREFORE
IT IS AGREED:
Section 1. Joinder . Each Additional Guarantor
agrees that by its entering into this Seventeenth Supplemental
Indenture it hereby unconditionally guarantees all of the
Issuer’s obligations under (i) the 6.875% Senior Notes,
(ii) the 5.95% Senior Notes, (iii) the 4.95% Senior
Notes, (iv) the 5.15% Senior Notes, (v) any other
Securities of any Series that has the benefit of Guarantees of
other Subsidiaries of the Company, and (vi) the Indenture (as
it relates to all such Series) on the terms set forth in the
Indenture, as if each such Additional Guarantor was a party to the
Original Indenture.
Section 2. Ratification of Indenture . This
Seventeenth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture, and as
supplemented and modified hereby, the Indenture is in all respects
ratified and confirmed, and the Indenture and this Seventeenth
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
Section 3. Effect of Headings . The Section
headings herein are for convenience only and shall not affect the
construction hereof.
Section 4. Successors and Assigns . All
covenants and agreements in this Seventeenth Supplemental Indenture
by each Additional Guarantor shall bind each such Additional
Guarantor’s successors and assigns, whether so expressed or
not.
Section 5. Separability Clause . In case any one
or more of the provisions contained in this Seventeenth
Supplemental Indenture shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 6. Governing Law . This Seventeenth
Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York. This Seventeenth
Supplemental Indenture is subject to the provisions of the TIA that
are required to be part of this Seventeenth Supplemental Indenture
and shall, to the extent applicable, be governed by such
provisions.
Section 7. Counterparts . This Seventeenth
Supplemental Indenture may be executed in any number of
counterparts, and each of such counterparts shall for all purposes
be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
Section 8. Role of Trustee . The recitals
contained herein shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or
sufficiency of this Seventeenth Supplemental Indenture.
IN WITNESS
WHEREOF , the parties hereto have caused this Seventeenth
Supplemental Indenture to be duly executed as of the date first
above written.
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THE ADDITIONAL
GUARANTORS NAMED
ON SCHEDULE A HERETO, as Guarantors
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By: Joseph R.
Sicree
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Name: Joseph R.
Sicree
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Title:
Designated Officer
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THE BANK OF NEW
YORK TRUST COMPANY, N.A.,
as Trustee
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Company
Name
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Member
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Toll
N
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