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is not more disadvantageous to the holders of the Notes than the original Guarantee as in effect on the date of
the Indenture;
(2)
that existed at the time such Person became a Restricted Subsidiary if the Guarantee was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;
(3)
arising due to the granting of a Permitted Lien;
(4)
given to a bank or trust company having combined capital and surplus and undivided profits of not less than
$250 million, whose debt has a rating, at the time such Guarantee was given, of at least A- or the equivalent
thereof by S&P and at least A- or the equivalent thereof by Moody's, in connection with the operation of cash
management programs established for the Issuer's benefit or that of any Restricted Subsidiary; or
(5)
any Indebtedness incurred pursuant to the first paragraph or clause (1) of the second paragraph of the covenant
described under the caption "—
Incurrence of Indebtedness and Issuance of Preferred Stock
".
In addition, notwithstanding anything to the contrary herein:
(1)
no Guarantee shall be required if such Guarantee could reasonably be expected to give rise to or result in (A)
personal liability for the officers, directors or shareholders of such Restricted Subsidiary, (B) any violation of
applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the
Issuer or such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with
respect to any Taxes) other than reasonable out of pocket expenses and other than reasonable expenses
incurred in connection with any governmental or regulatory filings required as a result of, or any measures
pursuant to, clause (B) of this subsection (1) undertaken in connection with, such Guarantee, which cannot be
avoided through measures reasonably available to the Issuer or the Restricted Subsidiary;
(2)
no Guarantee shall be required if the Issuer has used reasonable best efforts to cause such entity to become a
Guarantor, taking into account the Agreed Guarantee and Security Principles; and
(3)
each such Guarantee will be limited as necessary to recognize certain defenses generally available to
guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial
assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights
of creditors generally) or other considerations under applicable law.
Future Guarantees granted pursuant to this provision will be released as set forth under the caption "—
Note Guarantees
Release
". A Guarantee of a future Guarantor will be deemed to provide by its terms that it shall be automatically and
unconditionally released and discharged if at the date of such release either (i) there is no Indebtedness of such Guarantor
outstanding which was incurred after the Issue Date and which could not have been incurred in compliance with the
Indenture if such Guarantor had not been designated as a Guarantor, or (ii) there is no Indebtedness of such Guarantor
outstanding which was incurred after the Issue Date and which could not have been incurred in compliance with the
Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee
shall each take all necessary actions to the extent reasonably practicable to effectuate any release of a Guarantee in
accordance with these provisions, subject to customary protections and indemnifications.
Post-Closing Guarantee
The Issuer will use its best efforts to cause the Post-Closing Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Post-Closing Guarantor will provide a Note Guarantee within 120 days of
the Issue Date.
Designation of Restricted and Unrestricted Subsidiaries
The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the
Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under the covenant described above under the
caption "—
Restricted Payments
" or under one or more clauses of the definition of Permitted Investments, as determined
by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing
with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an
officer's certificate certifying that such designation complied with the preceding conditions and was permitted by the
covenant described above under the caption "—
Restricted Payments
". If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such
