As Filed with the Securities and Exchange Commission on July 21, 2009
 
Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ORION MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	 	26-0097459	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer Identification Number)	

12550 Fuqua St.
Houston, Texas  77034
(713) 852-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

J. Michael Pearson
Chief Executive Officer
12550 Fuqua St.
Houston, Texas  77034
(713) 852-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:
 
J. Cabell Acree
Vice President and General Counsel
12550 Fuqua St.
Houston, Texas  77034
(713) 852-6500 (Telephone)
(713) 852-6594 (Facsimile)	 
William S. Anderson
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas  77002-2770
(713) 221-1122 (Telephone)
(713) 437-5370 (Facsimile)	

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement, as determined by market conditions and other factors.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   þ
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
¨ Large accelerated filer	þ Accelerated filer	
¨ Non-accelerated filer (do not check if a smaller reporting company)	¨ Smaller reporting company	

CALCULATION OF REGISTRATION FEE
 	 	 	 	 	 	 	 	 	 	
Title of each class of securities
to be registered	 	Amount
to be
registered(1)	 	Proposed
maximum
offering price
per unit(2)	 	Proposed
maximum
aggregate offering
price (1)(2)(3)	 	Amount of
registration
fee(4)	 	
Common stock, par value $0.01 per share	 	 	 	 	 	 	 	 	 	
Preferred stock, par value $0.01 per share	 	 	 	 	 	 	 	 	 	
Warrants	 	 	 	 	 	 	 	 	 	
Rights	 	 	 	 	 	 	 	 	 	
Debt securities	 	 	 	 	 	 	 	 	 	
Guarantees of debt securities by certain subsidiaries of Orion Marine Group, Inc.(5)	 	 	 	 	 	 	 	 	 	
Total	 	$	150,000,000	 	 	 	$	150,000,000	 	$	8,370	 	

(1)	There are being registered hereunder such indeterminate number of shares of common stock, shares of preferred stock, warrants, rights, and/or principal amount of debt securities of the registrant as shall have an aggregate initial offering price not to exceed $150,000,000.  Also being registered hereunder by the registrant are an indeterminate number of shares of common stock, shares of preferred stock, warrants, rights, or debt securities as shall be issuable upon exercise, conversion, or exchange of any securities that provide for such issuance.  If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $150,000,000.	

(2)	The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with, and at the time of, the issuance of the securities registered hereunder, and is not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended.	

(3)	Excludes any accrued interest, distributions and dividends, if any.	

(4)	Pursuant to Rule 457(o) under the Securities Act, the registration fee has been calculated on the basis of the proposed maximum aggregate offering price.	

(5)	Pursuant to Rule 457(n) under the Securities Act, no separate registration will be paid in respect of any such guarantees.  Guarantees may be provided by one or more of the subsidiaries of the registrant listed on the Table of Additional Registrants appearing on the following page.	

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

TABLE OF ADDITIONAL REGISTRANTS
 
Each of the following subsidiaries may provide a guarantee (either fully or unconditionally or in a limited manner) of the repayment of the debt securities registered under this registration statement, and is hereby a registrant.

Exact Name of Registrant as Specified in its Charter(1)	 	State or Other
Jurisdiction of
Incorporation or
Organization	 	I.R.S. Employer
Identification
Number	
F. Miller Construction, LLC	 	Louisiana	 	20-5538311	
King Fisher Marine Service, L.P.	 	Texas	 	74-1327835	
Misener Marine Construction, Inc.	 	Florida	 	59-1158596	
Orion Administrative Services, Inc.	 	Texas	 	71-0945404	
Orion Construction, L.P.	 	Texas	 	76-0431089	
Orion Dredging Services, LLC	 	Florida	 	26-1983644	
SSL South, LLC	 	Florida	 	26-2877150	

(1)The address, including zip code, and telephone number, including area code, of each of the additional Registrants’ principal executive offices is c/o Orion Marine Group, Inc., 12550 Fuqua St., Houston, Texas  77034, (713) 852-6500.  The primary standard industrial classification code of each of the additional Registrants is 1600.  The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional Registrants is J. Michael Pearson, Chief Executive Officer, Orion Marine Group, Inc., 12550 Fuqua St., Houston, Texas  77034, (713) 852-6500.

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 21, 2009
 
PROSPECTUS

ORION MARINE GROUP, INC.

$150,000,000

Common Stock
Preferred Stock
Warrants
Debt Securities
Rights

We may offer and sell from time to time shares of common stock, shares of preferred stock, debt securities (which we may issue in one or more series), warrants to purchase shares of common stock, shares of preferred stock or debt securities, or rights to purchase any of the foregoing securities.  The debt securities and preferred stock may be convertible into or exchangeable or exercisable for other securities.  We may sell any combination of the above described securities, in one or more offerings, in amounts, at prices, and on terms determined by market conditions at the time of the offerings.  We refer to the shares of common stock, shares of preferred stock, debt securities, warrants to purchase shares of common stock or shares of preferred stock, and rights to purchase any of the foregoing securities collectively as the “securities.”
 
This prospectus provides a general description of the securities we may offer, and the general manner in which we will offer these securities.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.  If we use underwriters, dealers or agents to sell the securities, we will name them and describe their compensation in the applicable prospectus supplement.  Each prospectus supplement may also add information or update information contained in this prospectus.  You should carefully read this prospectus, any prospectus supplement, and any information under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” before you make your investment decision.
 
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
 
Our common stock trades on the New York Stock Exchange under the symbol “ORN”.
 
Investing in our securities involves risks, including the risks described in our Annual Report on Form 10−K for the fiscal year ended December 31, 2008 (filed with the Securities and Exchange Commission on March 16, 2009), the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, as discussed on page 5 of this prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is                       , 2009

 

 

TABLE OF CONTENTS

About This Prospectus	1	
Cautionary Statement Regarding Forward-Looking Statements	1	
Where You Can Find More Information	3	
Incorporation of Certain Documents By Reference	4	
Orion Marine Group, Inc.	4	
Risk Factors	5	
Ratio of Earnings to Fixed Charges	5	
Use of Proceeds	5	
Description of Capital Stock	6	
Description of Warrants	12	
Description of Rights	13	
Description of Debt Securities	14	
Description of the Guarantees	33	
Legal Ownership and Book-Entry Issuance	34	
Plan of Distribution	39	
Legal Matters	42	
Experts	42	

 

 

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process.  Under the shelf registration process, we may sell, from time to time, any of, or any combination of, securities described in this prospectus in one or more offerings, for an aggregate offering price of up to $150,000,000.
 
This prospectus provides you with a general description of the securities we may offer.  Each time we offer securities, we will provide you with this prospectus and a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering, including, in the case of debt securities, the specific terms of the securities.  The prospectus supplement may also add to, update or change information in this prospectus.  To the extent information in this prospectus is inconsistent with information contained in a prospectus supplement, you should rely on the information in the prospectus supplement.
 
Before you invest in our securities, we urge you to read carefully this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information.”  In addition, we have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part.  You should read the exhibits carefully for provisions that may be important to you.
 
You should rely only on the information contained in or specifically incorporated by reference in this prospectus and any prospectus supplement.  We have not authorized anyone to provide you with any additional or different information.  If anyone provides you with different or inconsistent information, you should not rely on it.
 
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.  Our business, financial condition, results of operations, and prospects may have changed since that time.
 
Unless the context requires otherwise, or unless otherwise noted, all references in this prospectus or any accompanying prospectus supplement to the “Company,” “we,” “us,” or “our” are to Orion Marine Group, Inc. and its subsidiaries.
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The words “believe,” “expect,” “anticipate,” “estimate,” “may,” “plans,” “intend,” and similar expressions, among others, identify forward-looking statements and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, profitability, liquidity and other financial and operating information.  Forward-looking statements speak only as of the date the statement was made.
 
Forward-looking statements reflect our current expectations regarding future events, results or outcomes, and are subject to risks, uncertainties and other factors, many of which are beyond our control.  Important factors that could cause actual results to differ materially from the expectations expressed or implied in forward-looking statements include:
 
 	·	our ability to obtain sufficient bonding capacity for our contracts;	
 
 	·	our ability to develop and maintain key customer relationships and our reputation in the heavy civil marine infrastructure market;	
 
 	·	our ability to attract and retain qualified personnel;	
 
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 	·	failure to accurately estimate our costs or execute within our cost estimates or by the scheduled date for completion on fixed price, lump-sum contracts;	
 
 	·	increased costs to acquire, manufacture and maintain the equipment necessary for our operations;	
 
 	·	fluctuations in our cash flow and profitability due to the timing of new contracts;	
 
 	·	reductions in government funding for heavy civil marine infrastructure or maintenance contracts;	
 
 	·	failure to comply with applicable terms of the government contracts to which we are a party;	
 
 	·	loss of one or more of our significant customers;	
 
 	·	our ability to fully realize the revenue value reported in our backlog;	
 
 	·	significant operating risks and hazards that could result in injury to persons or damage or destruction of property;	
 
 	·	failure to maintain adequate amounts of insurance coverage and inability to obtain additional amounts of insurance coverage;	
 
 	·	federal laws that may provide our employees with remedies for job-related claims in addition to those provided by state laws;	
 
 	·	potential penalties for late completion of contracts;	
 
 	·	our obligation or decision to pay our suppliers and subcontractors even if our customers do not pay or delay paying us;	
 
 	·	difficulty in collecting receivables from major customers;	
 
 	·	risks inherent in acquisitions, including our ability to obtain financing for proposed acquisitions and to integrate and successfully operate acquired businesses;	
 
 	·	decrease in the anticipated investment in port and heavy civil marine infrastructure;	
 
 	·	adverse change to the economy or business environment in the regions in which we operate;	
 
 	·	adverse outcomes of pending claims or litigation and new claims or litigation and the potential effect on our business, financial condition and results of operations;	
 
 	·	environmental risks, laws and regulations applicable to our operations that may expose us to significant costs and liabilities;	
 
 	·	adverse impacts from weather affecting our performance and timeliness of completion, which could lead to increased costs and affect the costs and availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors;	
 
 	·	increased costs and/or decreased supplies of petroleum-based products utilized to operate the equipment used in our construction contracts;	
 
 	·	terrorist attacks at port or other facilities where we operate;	
 
 	·	unionization, work stoppages, slowdowns or increased labor costs;	
 
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 	·	our inability to sustain our historical revenue growth rate;	
 
 	·	risks inherent in international operations;	
 
 	·	foreign ownership restrictions with respect to our vessels, which could limit our ability to sell off any portion of our business or result in the forfeiture of our vessels or in our inability to continue our operations in U.S. navigable waters; and	
 
 	·	the factors generally described in the “Risk Factors” section in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.	
 
Although we believe that the assumptions underlying our forward-looking statements are reasonable, these statements may not prove to be correct.  These statements may be affected by inaccurate assumptions or by known or unknown risks and uncertainties.  Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully discussed under the heading “Risk Factors” in this prospectus and in other information contained in our publicly available filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2008, and other reports we file under the Securities Exchange Act of 1934, as amended.  Except as may be required by applicable securities law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
 
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We have filed a registration statement with the SEC under the Securities Act of 1933, as amended, or the Securities Act, to register the securities offered by this prospectus.  This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement.  For further information about us and the securities offered in this prospectus, you should refer to the registration statement and its attached exhibits.
 
In addition, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and file reports, proxy statements and other information with the SEC.  SEC filings are available to the public from the SEC’s website at  http://www.sec.gov.   You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.  We also make available, free of charge, on our website, at http://www.orionmarinegroup.com , all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Section 16 reports and proxy statements, and amendments to these reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
The SEC allows us to “incorporate by reference” the information that we file with the SEC, which means that we can disclose information to you by referring to those documents.  The information incorporated by reference is an important part of this prospectus, and information we file later with the SEC will automatically update and take the place of this information.  We are incorporating by reference in this prospectus the following documents filed with the SEC under the Exchange Act (other than any portions of the respective filings that were furnished pursuant to Item 2.02 or 7.01 of Current Reports on Form 8-K or other applicable SEC rules):
 
 	·	Annual Report on Form 10-K for the year ended December 31, 2008;	
 
 	·	Quarterly Report on Form 10-Q for the period ended March 31, 2009;	
 
 	·	Current Reports on Form 8-K as filed with the SEC on March 5, 2009, May 1, 2009, May 7, 2009, May 18, 2009 and May 27, 2009; and	
 
 	·	the description of our common stock, par value $0.01 per share, contained in our Registration Statement on Form S-1, as amended (File No. 333-145588), filed initially with the SEC on August 20, 2007.	
 
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until our offerings hereunder are completed, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document.  Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.
 
You may request, without charge, a copy of any incorporated document (excluding exhibits, unless we have specifically incorporated an exhibit in an incorporated document) by writing or telephoning us at our principal executive offices at the following address:
 
Orion Marine Group, Inc.
Attn:  Vice President, General Counsel and Secretary
12550 Fuqua St.
Houston, Texas  77034
(713) 852-6500
 
ORION MARINE GROUP, INC.
 
We are a leading marine specialty contractor serving the heavy civil marine infrastructure market.  We provide a broad range of marine construction and specialty services on, over and under the water along the Gulf Coast, the Atlantic Seaboard and the Caribbean Basin.  Our customers include federal, state and municipal governments, the combination of which accounted for approximately 50% of our revenue in the year ended December 31, 2008, as well as private commercial and industrial enterprises.
 
Our Executive Offices
 
Our principal executive offices are located at 12550 Fuqua St., Houston, Texas 77034, and our telephone number at this address is (713) 852-6500.  Our website is  www.orionmarinegroup.com .  Information on, or accessible through, this website is not a part of, and is not incorporated into, this prospectus.
 
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RISK FACTORS
 
Investing in our securities involves risks.  Before you decide whether to purchase any of our securities, in addition to the other information, documents or reports included or incorporated by reference into this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled “Risk Factors” in any prospectus supplement as well as our most recent annual report on Form 10−K and in our quarterly reports on Form 10−Q filed subsequent to the annual report on Form 10−K, which are incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented or superseded from time to time by our filings under the Exchange Act.  For more information, see the section entitled “Where You Can Find More Information.”  These risks could materially and adversely affect our business, operating results, cash flows and financial condition and could result in a partial or complete loss of your investment.
 
RATIO OF EARNINGS TO FIXED CHARGES
 
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated:
 
 	 	Successor(1)	 	 	Predecessor(1)	 	
 	 	Three
months
ended
March 31,	 	 	Years ended December 31,	 	 	October 14
to
December
 31,	 	 	January 1 to
October 31,	 	
 	 	2009	 	 	2008	 	 	2007	 	 	2006	 	 	2005	 	 	2004	 	 	2004	 	
Ratio of earnings to fixed charges(2)	 	 	26.9	 	 	 	15.3	 	 	 	14.5	 	 	 	5.2	 	 	 	2.6	 	 	 	1.2	 	 	 	202.5	 	

(1)	In October 2004, the Company was acquired by Orion Marine Group, Inc., formerly known as Hunter Acquisition Corp., a corporation formed and controlled by its former principle stockholders. For accounting purposes, the Company as it existed until the time of the acquisition by Hunter Acquisition Corp. is referred to as the “Predecessor” and the Company as it has existed since the acquisition is referred to as the “Successor.”	
 	 	
(2)	The ratio of earnings to fixed charges was calculated by dividing earnings by fixed charges.  For this purpose, earnings are defined as pretax income plus fixed charges.  Fixed charges are defined as interest expense, including amortization of deferred financing costs, and preference security dividend requirements of consolidated subsidiaries.	
  
USE OF PROCEEDS
 
Unless otherwise specified in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities offered by this prospectus to fund general corporate purposes, including:
 
 	·	working capital needs;	
 
 	·	capital expenditures;	
 
 	·	extinguishment of debt; and	
 
 	·	possible future acquisitions.	
 
The actual application of proceeds from the sale of any particular tranche of securities issued hereunder will be described in the applicable prospectus supplement relating to such tranche of securities.  We may invest funds not required immediately for these purposes in marketable securities and short term investments.  The precise amount and timing of the application of these proceeds will be dependent upon our funding requirements and the availability and cost of other funds.

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DESCRIPTION OF CAPITAL STOCK
 
The following description of the material terms of our capital stock is only a summary of the information contained in our amended and restated certificate of incorporation.  You should read this description together with our amended and restated certificate of incorporation and bylaws.  Selected provisions of our organizational documents are summarized below.  We have filed copies of our organizational documents with the SEC as exhibits to the registration statement of which this prospectus forms a part.  See “Where You Can Find More Information” above for information on how to obtain copies of them.
 
General
 
Pursuant to our amended and restated certificate of incorporation, which we refer to as our certificate of incorporation, we have the authority to issue an aggregate of 60,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.
 
Common Stock
 
As of June 30, 2009, we have a total of 21,928,741 shares of common stock outstanding, which does not include 11,646 shares held as treasury shares or shares reserved for issuance pursuant to our stock incentive plans, including outstanding options to purchase 975,300 shares and 630,336 shares available for future awards.
 
Voting Rights.  Each share of common stock is entitled to one vote in the election of directors and on all other matters submitted to a stockholder vote.  Our stockholders may not cumulate their votes in the election of directors or any other matter.
 
Dividends.  Any dividends declared by our board of directors on our common stock will be payable ratably out of assets legally available therefor after payment of dividends required to be paid on shares of preferred stock, if any.
 
Liquidation.  In the event of any dissolution, liquidation or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, our remaining assets will be distributed ratably among the holders of common stock.
 
Fully Paid.  All of the shares of common stock to be outstanding upon completion of this offering will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds.
 
Other Rights.  Holders of our common stock have no redemption or conversion rights and no preemptive or other rights to subscribe for our securities.
 
Preferred Stock
 
Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of that series, which may be superior to those of the common stock, without further vote or action by the stockholders.  There are currently no shares of preferred stock outstanding.
 
The issuance of shares of the preferred stock by our board of directors as described above may adversely affect the rights of the holders of common stock.  For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights, and may be convertible into shares of common stock.

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When we issue preferred stock, we will provide specific information about the particular class or series being offered in a prospectus supplement.  This information will include some or all of the following:
 
 	·	the title or designation of the series;	
 
 	·	the number of shares of the series, which our board of directors may thereafter (except where otherwise provided in the designations for such series) increase or decrease (but not below the number of shares of such series then outstanding);	
 
 	·	whether dividends, if any, will be cumulative or noncumulative and the dividend rate of the series;	
 
 	·	the conditions upon which and the dates at which dividends, if any, will be payable, and the relation that such dividends, if any, will bear to the dividends payable on any other class or classes of stock;	
 
 	·	the redemption rights and price or prices, if any, for shares of the series and at whose option such redemption may occur, and any limitations, restrictions or conditions on such redemption;	
 
 	·	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;	
 
 	·	the amounts payable on and the preferences, if any, of shares of the series, in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs;	
 
 	·	whether the shares of the series will be convertible or exchangeable into shares of any other class or series, or any other security of the Company or any other entity, and, if so, the specification of such other class or series or such other security, the conversion price or prices or exchange rate or rates, any adjustments thereof, the date or dates as of which such shares will be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;	
 
 	·	whether the preferred stock being offered will be listed on any securities exchange;	
 
 	·	if necessary, a discussion of certain U.S. federal income tax considerations applicable to the preferred stock being offered;	
 
 	·	the voting rights, in addition to the voting rights provided by law, if any, of the holders of shares of such series; and	
 
 	·	any other relative rights, preferences, limitations and powers not inconsistent with applicable law, the articles then in effect or the by-laws then in effect.	
 
Upon issuance, the shares of preferred stock will be fully paid and nonassessable.
 
Liability and Indemnification of Officers, Directors and Certain Affiliates
 
Our certificate of incorporation contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of directors.  These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of fiduciary duty, except that a director will be personally liable under the Delaware General Corporation Law:
 
 	·	for any breach of the director’s duty of loyalty to us or our stockholders;	
 
 	·	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;	

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 	·	under Section 174 of the Delaware General Corporation Law relating to unlawful stock repurchases, redemptions or dividends; or	
 
 	·	for any transaction from which the director derives an improper personal benefit.	
 
If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of director’s liability, then the liability of our directors will automatically be limited to the fullest extent provided by law.  These provisions do not limit or eliminate our rights or those of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty.  These provisions will not alter a director’s liability under federal securities laws.
 
Our certificate of incorporation and bylaws also provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and also provide that we must advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions.  We may also indemnify employees and others and advance expenses to them in connection with legal proceedings.
 
We have entered into separate indemnification agreements with our directors and certain officers that provide our directors and such officers and any partnership, corporation, trust or other entity of which such director or officer is or was a partner, stockholder, trustee, director, officer, employee or agent (“Indemnitees”), with additional indemnification and related rights, particularly with respect to indemnification procedures and directors’ and officers’ insurance coverage.  The indemnification agreements require us, among other things, to indemnify the Indemnitees, to the fullest extent permitted under applicable law, against liabilities that may arise by reason of the directors’ or officers’ acts or omissions while providing service to us, other than liabilities arising from acts or omissions:
 
 	·	regarding enforcement of the indemnification agreement, if not taken in good faith,	
 
 	·	relating to the purchase and sale by an Indemnitee of securities in violation of Section 16(b) of the Exchange Act,	
 
 	·	subject to certain exceptions, in the event of claims initiated or brought voluntarily by an Indemnitee, not by way of defense, counterclaim or cross claim, or	
 
 	·	for which applicable law or the indemnification agreements prohibit indemnification.	
 
An Indemnitee will be entitled to receive advance amounts for expenses such Indemnitee incurs in connection with claims or actions against such Indemnitee unless a court having jurisdiction over the claim makes a final judicial determination that such Indemnitee is prohibited from receiving indemnification.  Furthermore, we are not responsible for indemnifying an Indemnitee if an independent reviewing party (a party not involved in the pending claim) determines that such Indemnitee is not entitled to indemnification under applicable law, unless a court of competent jurisdiction determines that such Indemnitee is entitled to indemnification.  We believe that these indemnification arrangements are important to our ability to attract and retain qualified individuals to serve as directors.
 
We obtained directors’ and officers’ liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on any breaches of duty, negligence, or other wrongful acts, including violations of securities laws, unless such a violation is based on any deliberate fraudulent act or omission or any willful violation of any statute or regulation.
 
These provisions may have the practical effect in certain cases of eliminating the ability of our stockholders to collect monetary damages from our directors and officers.  We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

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Anti-Takeover Effects of Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws
 
Our certificate of incorporation, bylaws and the Delaware General Corporation Law contain certain provisions that could discourage potential takeover attempts and make it more difficult for our stockholders to change management or receive a premium for their shares.
 
Delaware Anti-Takeover Statute.  We have elected to be subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law.  In general, this section prevents certain Delaware companies under certain circumstances from engaging in a “business combination” with:
 
 	·	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”),	
 
 	·	an affiliate of an interested stockholder, or	
 
 	·	associate of an interested stockholder, for three years following the date that the stockholder became an “interested stockholder.”	
 
A “business combination” includes a merger or sale of 10% or more of our assets.
 
Charter and Bylaw Provisions
 
Classified Board.  Our certificate of incorporation provides that our board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible.  As a result, approximately one-third of our board of directors will be elected each year.  The classification of directors has the effect of making it more difficult for stockholders to change the composition of our board of directors.  Our certificate of incorporation and bylaws provide that the number of directors will be fixed from time-to-time exclusively pursuant to a resolution adopted by the board of directors.
 
Authorized But Unissued Shares.  The authorized but unissued shares of our common stock and preferred stock are available for future issues without stockholder approval.  These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.  The existence of authorized but unissued shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy context, tender offer, merger or otherwise.  Undesignated preferred stock may also be used in connection with a stockholder rights plan, although we have no present intention to adopt such a plan.
 
Filling Board of Directors Vacancies; Removal.  Our certificate of incorporation provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director.  Each director will hold office until his or her successor is elected and qualified, or until the director’s earlier death, resignation, retirement or removal from office.  Any director may resign at any time upon written notice to our board of directors or to our President.  Directors may be removed only for cause upon the affirmative vote of the holders of 75% of the voting power of the outstanding shares of capital stock voting together as a single class.  We believe that the removal of directors by the stockholders only for cause, together with the classification of the board of directors, will promote continuity and stability in our management and policies and that this continuity and stability will facilitate long-range planning.
 
No Cumulative Voting.  The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors or any other matter brought to a vote of our stockholders unless our certificate of incorporation provides otherwise.  Under cumulative voting, a majority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.  Our certificate of incorporation does not provide for cumulative voting.

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Election of Directors.  Our bylaws require the affirmative vote of a plurality of the outstanding shares of our capital stock entitled to vote generally in the election of directors cast at a meeting of our stockholders called for such purpose.
 
Advance Notice Requirement for Stockholder Proposals and Director Nominations.  Our bylaws provide that stockholders seeking to bring business before or to nominate candidates for election as directors at a meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.  With respect to the nomination of directors, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices:
 
 	·	with respect to an election of directors to be held at the annual meeting of stockholders, not later than 120 days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting of the stockholders, and	
 
 	·	with respect to an election of directors to be held at a special meeting of stockholders, not later than the close of business on the 10th day following the day on which such notice of the date of the special meeting was first mailed to our stockholders or public disclosure of the date of the special meeting was first made,	
 
whichever first occurs.  With respect to other business to be brought before an annual meeting of stockholders, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 120 days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting of the stockholders.  Our bylaws limit the business that may be brought before a special meeting of stockholders to the purposes stated in the notice for such meeting.  Our bylaws also specify requirements as to the form and content of a stockholder’s notice.  These provisions may preclude stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at an annual meeting of stockholders or may discourage or defer a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
 
Amendments to our Certificate of Incorporation and Bylaws.  Pursuant to the Delaware General Corporation Law and our certificate of incorporation, certain anti-takeover provisions of our certificate of incorporation may not be repealed or amended, in whole or in part, without the approval of at least 80% of the outstanding stock entitled to vote.  Our certificate of incorporation permits our board of directors to adopt, amend and repeal our bylaws.  Our certificate of incorporation also provides that our bylaws can be amended by the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of our common stock.
 
No Stockholder Action by Written Consent; Special Meeting. Our certificate of incorporation precludes stockholders from initiating or effecting any action by written consent and thereby taking actions opposed by our board of directors in that manner.  Our bylaws also provide that special meeting of stockholders may be called only by our board of directors.
 
Restrictions on Ownership
 
Restrictions on Foreign Ownership.  Certain U.S. maritime laws, including the Dredging Act, the Jones Act, the Shipping Act and the Vessel Documentation Act, prohibit foreign ownership or control of persons engaged in the transport of merchandise or passengers or dredging in the navigable waters of the U.S.  A corporation is considered to be foreign owned or controlled if, among other things, 25% or more of the ownership or voting interests with respect to its equity stock is held by non-U.S. citizens.  If we should fail to comply with such requirements, our vessels would lose their eligibility to engage in coastwise trade or dredging within U.S. domestic waters.  To facilitate our compliance, our certificate of incorporation includes the following provisions:
 
 	·	limits ownership by non-U.S. citizens of any class or series of our capital stock (including our common stock) to 23%;	

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 	·	requires us to withhold dividends and suspend voting rights with respect to any shares held by non-U.S. citizens;	
 
 	·	permits a stock certification system with two types of certificates to aid tracking of ownership;	
 
 	·	permits us to redeem any shares held by non-U.S. citizens so that our foreign ownership is less than 23%; and	
 
 	·	permits us to take measures to ascertain ownership of our stock.	
 
You may be required to certify whether you are a U.S. citizen before purchasing or transferring our common stock.  If you or a proposed transferee cannot make such certification, or a sale of stock to you or a transfer of your stock would result in the ownership by non-U.S. citizens of 23% or more of our common stock, you may not be allowed to purchase or transfer our common stock.  All certificates representing the shares of our common stock will bear legends referring to the foregoing restrictions.
 
In addition, our certificate of incorporation permits us to establish and maintain a dual stock certificate system under which different forms of certificates may be used to reflect whether the owner is a U.S. citizen.
 
Listing
 
Our common stock is listed on the New York Stock Exchange under the symbol “ORN.”
 
Transfer Agent and Registrar
 
Our transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

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DESCRIPTION OF WARRANTS
 
We may issue warrants to purchase common stock, preferred stock, or debt securities.  Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities.  Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent.  The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
 
The applicable prospectus supplement will specify the following terms of any warrants in respect of which this prospectus is being delivered:
 
 	·	the number of, and type of, securities purchasable upon exercise of the warrants;	
 
 	·	the price at which the number of, and type of securities may be purchased upon exercise of the warrants;	
 
 	·	the date on which the right to exercise the warrants commences and the date on which such right shall expire;	
 
 	·	applicable U.S. federal income tax considerations, if any;	
 
 	·	the aggregate number of warrants outstanding; and	
 
 	·	any other terms of such warrants.	
 
Warrants will be issued in registered form only and offered and exercisable in U.S. dollars.  At the close of business on the expiration date, unexercised warrants will become void.
 
We have not issued any warrants to date.

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DESCRIPTION OF RIGHTS
 
We may issue rights to purchase our securities.  The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.  Each series of rights will be issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent that we will name in the applicable prospectus supplement.  The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.
 
The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:
 
 	·	the date of determining the security holders entitled to the rights distribution;	
 
 	·	the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;	
 
 	·	the exercise price;	
 
 	·	the conditions to completion of the rights offering;	
 
 	·	the date on which the right to exercise the rights will commence and the date on which the rights will expire; and	
 
 	·	any applicable U.S. federal income tax considerations.	
 
Each right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth in the applicable prospectus supplement.  Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.  After the close of business on the expiration date, all unexercised rights will become void.
 
If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

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DESCRIPTION OF DEBT SECURITIES
 
Please note that in this section entitled “Description of Debt Securities,” references to “we,” “our” and “us” refer to Orion Marine Group, Inc. as the issuer of the applicable series of debt securities and not to any subsidiaries unless the context requires otherwise.  In addition, references in this section to the “subsidiary guarantors” refer to certain of our subsidiaries that may guarantee the due and punctual payment of one or more series of our debt securities.  Also, in this section, references to “holders” mean those who own debt securities registered in their own names on the books that we or the trustee maintain for this purpose and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more depositaries.  Owners of beneficial interests in the debt securities should read the section below entitled “Legal Ownership and Book-Entry Issuance.”
 
Debt Securities May Be Senior or Subordinated
 
We may issue senior or subordinated debt securities.  Neither the senior debt securities nor the subordinated debt securities will be secured by any property or assets of ours or any of our subsidiaries.  Thus, by owning a debt security, you are an unsecured creditor of Orion Marine Group, Inc.
 
No stockholder, officer, director or employee of Orion Marine Group, Inc. has any obligation for payment of debt securities or for any of our obligations, covenants or agreements contained in the debt securities or the applicable indenture.  By accepting the debt securities, you waive and release all liability of this kind.  The waiver and release are part of the consideration for the issuance of debt securities.  This waiver and release will not apply to the liability of the subsidiary guarantors solely in their capacity of guarantors of any series of our debt securities and solely to the extent of any such guarantee.
 
Our senior debt securities will be issued under the senior debt indenture, as described below, and will rank equally with all of our other senior unsecured and unsubordinated debt.
 
Our subordinated debt securities will be issued under the subordinated debt indenture, as described below, and will be subordinate in right of payment to all of our “senior debt,” as defined in the subordinated debt indenture.  The prospectus supplement for any series of subordinated debt securities or the information incorporated in this prospectus by reference will indicate the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.  Neither indenture limits our ability to incur additional senior debt, unless otherwise described in the prospectus supplement relating to any series of debt securities.
 
When we refer to “senior debt securities” in this prospectus, we mean the senior debt securities of Orion Marine Group, Inc., unless the context requires otherwise.  When we refer to “subordinated debt securities” in this prospectus, we mean the subordinated debt securities of Orion Marine Group, Inc., unless the context requires otherwise.  When we refer to “debt securities” in this prospectus, we mean both the senior debt securities and the subordinated debt securities, unless the context requires otherwise.
 
The Senior Debt Indenture and the Subordinated Debt Indenture
 
Our senior debt securities and the subordinated debt securities are each governed by a document called an indenture—the senior debt indenture, in the case of the senior debt securities, and the subordinated debt indenture, in the case of the subordinated debt securities.  Each indenture is a contract between us and a trustee to be named therein.  These indentures governing our debt securities are substantially identical, except for the provisions relating to subordination, which are included only in the subordinated debt indenture.
 
The trustee under each indenture has two main roles:
 
 	·	First, the trustee can enforce your rights against us if we default.  There are some limitations on the extent to which the trustee acts on your behalf, which we describe later under “—Default, Remedies and Waiver of Default.”	

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 	·	Second, the trustee performs administrative duties for us, such as sending interest payments and notices.	
 
See “—Concerning the Trustee” below for more information about the trustee.
 
When we refer to the indenture or the trustee with respect to any of our debt securities, we mean the indenture under which those debt securities are issued and the trustee under that indenture.
 
We May Issue Many Series of Debt Securities
 
We may issue as many distinct series of debt securities under a debt indenture as we wish.  This section of the prospectus summarizes terms of the securities that apply generally to all series.  The provisions of each indenture allow us not only to issue debt securities with terms different from those of debt securities previously issued under that indenture, but also to “reopen” a previous issue of a series of debt securities and issue additional debt securities of that series.  We will describe most of the financial and other specific terms of a series including any additional terms of any guarantee, if applicable, whether it be a series of the senior debt securities or subordinated debt securities, in the prospectus supplement accompanying this prospectus.  Those terms may vary from the terms described here.
 
As you read this section of the prospectus, please remember that the specific terms of your debt security will be described in the accompanying prospectus supplement and, if applicable, that description may modify or replace the general terms described in this section.  If there are any differences between your prospectus supplement and this prospectus, your prospectus supplement will control.  Thus, the statements we make in this section may not apply to your debt security.
 
When we refer to a series of debt securities, we mean a series issued under the applicable indenture.  When we refer to your prospectus supplement, we mean the prospectus supplement describing the specific terms of the debt security you purchase.  The terms used in your prospectus supplement have the meanings described in this prospectus, unless otherwise specified.
 
Amounts That We May Issue
 
Neither indenture limits the aggregate amount of debt securities that we may issue or the number of series or the aggregate amount of any particular series.  In addition, the indentures and the debt securities do not limit our ability to incur other indebtedness or to issue other securities, unless otherwise described in the prospectus supplement relating to any series of debt securities.  Also, we are not subject to financial or similar restrictions by the terms of the debt securities, unless otherwise described in the prospectus supplement relating to any series of debt securities.
 
Principal Amount, Stated Maturity and Maturity
 
The principal amount of a debt security means the principal amount payable at its stated maturity, unless that amount is not determinable, in which case the principal amount of a debt security is its face amount.  Any debt securities owned by us or any of our affiliates are not deemed to be outstanding for certain determinations under the indenture.
 
The term “stated maturity” with respect to any debt security means the day on which the principal amount of the debt security is scheduled to become due.  The principal may become due sooner, by reason of redemption or acceleration after a default or otherwise in accordance with the terms of the debt security.  The day on which the principal actually becomes due, whether at the stated maturity or earlier, is called the “maturity” of the principal.
 
We also use the terms “stated maturity” and “maturity” to refer to the days when other payments become due.  For example, we refer to a regular interest payment date when an installment of interest is scheduled to become due as the “stated maturity” of that installment.
 
When we refer to the “stated maturity” or the “maturity” of a debt security without specifying a particular payment, we mean the stated maturity or maturity, as the case may be, of the principal.

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This Section Is Only a Summary
 
The indentures and their associated documents, including your debt security, contain the full legal text of the matters described in this section and your prospectus supplement.  We have filed forms of the indentures with the SEC as exhibits to our registration statement of which this prospectus forms a part.  See “Where You Can Find More Information” above for information on how to obtain copies of them.
 
This section and your prospectus supplement summarize all the material terms of the indentures and your debt security. They do not, however, describe every aspect of the indentures and your debt security.  For example, in this section and your prospectus supplement, we use terms that have been given special meaning in the indentures, but we describe the meaning for only the more important of those terms.
 
Governing Law
 
The indentures, the debt securities and any guarantees of those debt securities will be governed by New York law.
 
Currency of Debt Securities
 
Amounts that become due and payable on a debt security in cash will be payable in a currency, currencies or currency units specified in the accompanying prospectus supplement.  We refer to this currency, currencies or currency units as a “specified currency.”  The specified currency for a debt security will be U.S. dollars, unless your prospectus supplement states otherwise.  Some debt securities may have different specified currencies for principal and interest.  You will have to pay for your debt securities by delivering the requisite amount of the specified currency for the principal to us or the underwriters, agents or dealers that we name in your prospectus supplement, unless other arrangements have been made between you and us or you and that firm.  We will make payments on a debt security in the specified currency, except as described below in “—Payment Mechanics for Debt Securities.”
 
Form of Debt Securities
 
We will issue each debt security in global—i.e., book-entry—form only, unless we specify otherwise in the applicable prospectus supplement.  Debt securities in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the debt securities represented by that global security.  Those who own beneficial interests in a global debt security will do so through participants in the depositary’s securities clearance system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants.  We describe book-entry securities below under “Legal Ownership and Book-Entry Issuance.”
 
In addition, we will issue each debt security in fully registered form, without coupons.
 
Types of Debt Securities
 
We may issue any of the following types of senior debt securities or subordinated debt securities:
 
Fixed Rate Debt Securities
 
A debt security of this type will bear interest at a fixed rate described in your prospectus supplement.  This type includes zero coupon debt securities, which bear no interest and are instead issued at a price usually significantly lower than the principal amount.  See “—Original Issue Discount Debt Securities” below for more information about zero coupon and other original issue discount debt securities.

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Each fixed rate debt security, except any zero coupon debt security, will bear interest from its original issue date or from the most recent date to which interest on the debt security has been paid or made available for payment. Interest will accrue on the principal of a fixed rate debt security at the fixed yearly rate stated in the applicable prospectus supplement, until the principal is paid or made available for payment or the debt security is exchanged.  Each payment of interest due on an interest payment date or the date of maturity will include interest accrued from and including the last date to which interest has been paid, or made available for payment, or from the issue date if none has been paid or made available for payment, to but excluding the interest payment date or the date of maturity.  We will compute interest on fixed rate debt securities on the basis of a 360-day year of twelve 30-day months.  We will pay interest on each interest payment date and at maturity as described below under “—Payment Mechanics for Debt Securities.”
 
Floating Rate Debt Securities
 
A debt security of this type will bear interest at rates that are determined by reference to an interest rate formula.  In some cases, the rates may also be adjusted by adding or subtracting a spread or multiplying by a spread multiplier and may be subject to a minimum rate or a maximum rate.  If a debt security is a floating rate debt security, the formula and any adjustments that apply to the interest rate will be specified in the applicable prospectus supplement.
 
Each floating rate debt security will bear interest from its original issue date or from the most recent date to which interest on the debt security has been paid or made available for payment.  Interest will accrue on the principal of a floating rate debt security at the yearly rate determined according to the interest rate formula stated in the applicable prospectus supplement, until the principal is paid or made available for payment or the security is exchanged.  We will pay interest on each interest payment date and at maturity as described below under “—Payment Mechanics for Debt Securities.”
 
Calculation of Interest.    Calculations relating to floating rate debt securities will be made by the calculation agent, an institution that we appoint as our agent for this purpose.  The prospectus supplement for a particular floating rate debt security will name the institution that we have appointed to act as the calculation agent for that debt security as of its original issue date.  We may appoint a different institution to serve as calculation agent from time to time after the original issue date of the debt security without your consent and without notifying you of the change.
 
For each floating rate debt security, the calculation agent will determine, on the corresponding interest calculation or determination date, as described in the applicable prospectus supplement, the interest rate that takes effect on each interest reset date.  In addition, the calculation agent will calculate the amount of interest that has accrued during each interest period— i.e. , the period from and including the original issue date, or the last date to which interest has been paid or made available for payment, to but excluding the payment date.  For each interest period, the calculation agent will calculate the amount of accrued interest by multiplying the face or other specified amount of the floating rate debt security by an accrued interest factor for the interest period.  This factor will equal the sum of the interest factors calculated for each day during the interest period.  The interest factor for each day will be expressed as a decimal and will be calculated by dividing the interest rate, also expressed as a decimal, applicable to that day by 360 or by the actual number of days in the year, as specified in the applicable prospectus supplement.
 
Upon the request of the holder of any floating rate debt security, the calculation agent will provide for that debt security the interest rate then in effect—and, if determined, the interest rate that will become effective on the next interest reset date.  The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest error.
 
All percentages resulting from any calculation relating to a debt security will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point.  All amounts used in or resulting from any calculation relating to a floating rate debt security will be rounded upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward.
 
In determining the base rate that applies to a floating rate debt security during a particular interest period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market, as described in the applicable prospectus supplement.  Those reference banks and dealers may include the calculation agent itself and its affiliates, as well as any underwriter, dealer or agent participating in the distribution of the relevant floating rate debt securities and its affiliates.

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Indexed Debt Securities
 
A debt security of this type provides that the principal amount payable at its maturity, and the amount of interest payable on an interest payment date, will be determined by reference to:
 
 	·	securities of one or more issuers;	
 
 	·	one or more currencies;	
 
 	·	one or more commodities;	
 
 	·	any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance; or	
 
 	·	one or more indices or baskets of the items described above.	
 
If you are a holder of an indexed debt security, you may receive an amount at maturity that is greater than or less than the face amount of your debt security depending upon the value of the applicable index at maturity.  The value of the applicable index will fluctuate over time.
 
If you purchase an indexed debt security, your prospectus supplement will include information about the relevant index and about how amounts that are to become payable will be determined by reference to the price or value of that index.  The prospectus supplement will also identify the calculation agent that will calculate the amounts payable with respect to the indexed debt security.  The calculation agent may exercise significant discretion in determining such amounts.
 
Original Issue Discount Debt Securities
 
A fixed rate debt security, a floating rate debt security or an indexed debt security may be an original issue discount debt security.  A debt security of this type is issued at a price lower than its principal amount and provides that, upon redemption or acceleration of its maturity, an amount less than its principal amount will be payable.  An original issue discount debt security may be a zero coupon debt security.  A debt security issued at a discount to its principal may, for U.S. federal income tax purposes, be considered an original issue discount debt security, regardless of the amount payable upon redemption or acceleration of maturity.  The U.S. federal income tax consequences of owning an original issue discount debt security may be described in the applicable prospectus supplement.
 
Information in the Prospectus Supplement
 
A prospectus supplement will describe the specific terms of a particular series of debt securities, which will include some or all of the following:
 
 	·	the title of the debt securities;	
 
 	·	whether they are senior debt securities or subordinated debt securities and, if they are subordinated debt securities, any changes in the subordination provisions described in this prospectus applicable to those subordinated debt securities;	
 
 	·	any limit on the aggregate principal amount of the debt securities of the same series;	
 
 	·	the person to whom any interest on any debt security of the series will be payable, if other than the person in whose name the debt security is registered at the close of business on the regular record date;	
 
 	·	the stated maturity;	

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 	·	the specified currency, currencies or currency units for principal and interest, if not U.S. dollars;	
 
 	·	the price at which we originally issue the debt securities, expressed as a percentage of the principal amount, and the original issue date;	
 
 	·	whether the debt securities are fixed rate debt securities, floating rate debt securities or indexed debt securities;	
 
 	·	if the debt securities are fixed rate debt securities, the yearly rate at which the debt securities will bear interest, if any, and the interest payment dates;	
 
 	·	the regular record date for any interest payable on any interest payment date;	
 
 	·	the place or places where the principal of, premium, if any, and interest on the debt securities will be payable;	
 
 	·	the denominations in which the debt securities will be issuable, if other than denominations of $1,000 and any integral multiple of $1,000;	
 
 	·	if the debt securities are floating rate debt securities, the interest rate basis; any applicable index currency or maturity, spread or spread multiplier or initial, maximum or minimum rate; the interest reset, determination, calculation and payment dates; the day count used to calculate interest payments for any period; and the calculation agent;	
 
 	·	any index or formula used to determine the amount of payments of principal of and any premium and interest on the debt securities;	
 
 	·	if the debt securities may be convertible into or exchanged for common or preferred stock or other securities of Orion Marine Group, Inc., the terms on which such conversion or exchange may occur, including whether such conversion or exchange is mandatory, at the option of the holder or at our option, the period during which such conversion or exchange may occur, the initial conversion or exchange rate and the circumstances or manner in which the amount of common or preferred shares issuable upon conversion or exchange may be adjusted or calculated according to the market price of our common or preferred stock or such other securities;	
 
 	·	if the debt securities are original issue discount debt securities, the yield to maturity;	
 
 	·	if other than the principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration of the maturity of the debt securities;	
 
 	·	if applicable, the circumstances under which the debt securities may be mandatorily redeemed by us, redeemed at our option or repaid at the holder’s option before the stated maturity, including any redemption commencement date, repayment date(s), redemption price(s) and redemption period(s);	
 
 	·	if the principal amount of the debt securities that will be payable at the maturity of the debt securities will not be determinable as of any date before maturity, the amount which will be deemed to be the outstanding principal amount of the debt securities;	
 
 	·	the applicability of any provisions described under “—Defeasance and Covenant Defeasance”;	
 
 	·	the depositary for the debt securities, if other than DTC, and any circumstances under which the holder may request securities in non-global form;	
 
 	·	the applicability of any provisions described under “—Default, Remedies and Waiver of Default”;	

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 	·	any additional covenants applicable to the debt securities and any elimination of or modification to the covenants described under “—Covenants”;	
 
 	·	the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, transfer agents or registrars for the debt securities;	
 
 	·	the U.S. federal income tax consequences to holders of fixed rate debt securities that are zero coupon or original issue discount debt securities, floating rate debt securities, indexed debt securities or original issue discount debt securities;	
 
 	·	whether the subsidiary guarantors will guarantee the due and punctual payment of principal of, premium, if any, and interest on the debt securities and the extent of any such guarantee; and	
 
 	·	any other terms of the debt securities or any applicable guarantee, which could be different from those described in this prospectus.	
 
Redemption and Repayment
 
Unless otherwise indicated in the applicable prospectus supplement, a debt security will not be entitled to the benefit of any sinking fund—that is, we will not deposit money on a regular basis into any separate custodial account to repay the debt securities.  In addition, we will not be entitled to redeem a debt security before its stated maturity unless the prospectus supplement specifies a redemption commencement date.  You will not be entitled to require us to buy a debt security from you before its stated maturity unless your prospectus supplement specifies one or more repayment dates.
 
If your applicable prospectus supplement specifies a redemption commencement date or a repayment date, it will also specify one or more redemption prices or repayment prices, which may be expressed as a percentage of the principal amount of the debt security.  It may also specify one or more redemption periods during which the redemption prices relating to a redemption of debt securities during those periods will apply.
 
If we redeem less than all the debt securities of any series, we will, at least 60 days before the redemption date set by us or any shorter period that is satisfactory to the trustee, notify the trustee of the redemption date, of the principal amount of debt securities to be redeemed and if applicable, of the tenor of the debt securities to be redeemed.  The trustee will select from the outstanding securities of the series the particular debt securities to be redeemed not more than 60 days before the redemption date.  This procedure will not apply to any redemption of a single debt security.
 
If your prospectus supplement specifies a redemption commencement date, the debt security will be redeemable at our option at any time on or after that date or at a specified time or times.  If we redeem the debt security, we will do so at the specified redemption price, together with interest accrued to the redemption date. If different prices are specified for different redemption periods, the price we pay will be the price that applies to the redemption period during which the debt security is redeemed.
 
If your prospectus supplement specifies a repayment date, the debt security will be repayable at the holder’s option on the specified repayment date at the specified repayment price, together with interest accrued to the repayment date.
 
If we exercise an option to redeem any debt security, we will give to the holder written notice of the principal amount of the debt security to be redeemed, not less than 30 days nor more than 60 days before the applicable redemption date.  We will give the notice in the manner described below in “—Notices.”

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If a debt security represented by a global debt security is subject to repayment at the holder’s option, the depositary or its nominee, as the holder, will be the only person that can exercise the right to repayment.  Any indirect owners who own beneficial interests in the global debt security and wish to exercise a repayment right must give proper and timely instructions to their banks or brokers through which they hold their interests, requesting that they notify the depositary to exercise the repayment right on their behalf.  Different firms have different deadlines for accepting instructions from their customers, and you should take care to act promptly enough to ensure that your request is given effect by the depositary before the applicable deadline for exercise.
 
Street name and other indirect owners should contact their banks or brokers for information about how to exercise a repayment right in a timely manner.
 
We or our affiliates may purchase debt securities from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices.  Debt securities that we or they purchase may, at our discretion, be held, resold or canceled.
 
Mergers and Similar Transactions
 
We are generally permitted to merge or consolidate with another entity. We are also permitted to sell our assets substantially as an entirety to another entity.  With regard to any series of debt securities, however, unless otherwise indicated in the applicable prospectus supplement, we may not take any of these actions unless all the following conditions are met:
 
 	·	If we are not the successor entity in the transaction, the successor entity must be a corporation, partnership or trust organized under the laws of the United States, any state in the United States or the District of Columbia and must expressly assume our obligations under the debt securities of that series and the indenture with respect to that series.	
 
 	·	Immediately after giving effect to the transaction, no default under the debt securities of that series has occurred and is continuing.  For this purpose, “default under the debt securities of that series” means an event of default with respect to that series or any event that would be an event of default with respect to that series if the requirements for giving us a default notice and for our default having to continue for a specific period of time were disregarded.  We describe these matters below under “—Default, Remedies and Waiver of Default.”	
 
 	·	We or the successor entity, as the case may be, must take such steps as will be necessary to secure the debt securities of that series equally and ratably with or senior to all new indebtedness if, as a result of the transaction, our properties or assets, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by the applicable indenture.	
 
 	·	We and the subsidiary guarantors, if applicable, have delivered to the trustee an officers’ certificate and opinion of counsel, each stating that the transaction complies in all respects with the indenture.	
 
If the conditions described above are satisfied with respect to the debt securities of any series, we will not need to obtain the approval of the holders of those debt securities in order to merge or consolidate or to sell our assets.  Also, these conditions will apply only if we wish to merge or consolidate with another entity or sell our assets substantially as an entirety to another entity.  We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of another entity, any transaction that involves a change of control of our company but in which we do not merge or consolidate and any transaction in which we sell less than substantially all of our assets.
 
Any limitation applicable to the ability of the subsidiary guarantors to participate in any of the actions described above will be set forth in the prospectus supplement for such series of debt securities.

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Subordination Provisions
 
Holders of subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture may prohibit us from making payments on those securities.  Subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the subordinated debt indenture or in the provisions of the applicable debt securities, to all of our senior debt, as defined in the subordinated debt indenture, including all debt securities we have issued and will issue under the senior debt indenture.
 
The subordinated debt indenture defines “senior debt” as the principal of and premium, if any, and interest on all of our indebtedness, other than the subordinated debt securities, whether outstanding on the date of the indenture or thereafter created, incurred or assumed, which is (a) for money borrowed, (b) evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind or (c) obligations of Orion Marine Group, Inc. as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles or leases of property or assets made as part of any sale and lease-back transaction to which we are a party.  For the purpose of this definition, “interest” includes interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us, to the extent that the claim for post-petition interest is allowed in the proceeding.  Also for the purpose of this definition, “indebtedness” includes indebtedness of others guaranteed by us and amendments, renewals, extensions, modifications and refundings of any indebtedness or obligation of the kinds described in the first sentence of this paragraph.  However, “indebtedness” for the purpose of this definition does not include any indebtedness or obligation if the instrument creating or evidencing the indebtedness or obligation, or under which the indebtedness or obligation is outstanding, provides that the indebtedness or obligation is not superior in right of payment to the subordinated debt securities.
 
The subordinated debt indenture provides that, unless all principal of and any premium or interest on the senior debt has been paid in full, no payment or other distribution may be made in respect of any subordinated debt securities in the following circumstances:
 
 	·	in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceeding involving us or our assets;	
 
 	·	in the event of any liquidation, dissolution or other winding up of our company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy;	
 
 	·	in the event of any assignment for the benefit of creditors or any other marshalling of our assets and liabilities;	
 
 	·	if any of our subordinated debt securities have been declared due and payable before their stated maturity; or	
 
 	·	(a) in the event and during the continuation of any default in the payment of principal, premium or interest on any senior debt beyond any applicable grace period or if any event of default with respect to any of our senior debt has occurred and is continuing, permitting the holders of that senior debt or a trustee to accelerate the maturity of that senior debt, unless the event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded, or (b) if any judicial proceeding is pending with respect to a payment default or an event of default described in (a).	
 
If the trustee under the subordinated debt indenture or any holders of the subordinated debt securities receive any payment or distribution that they know is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to the holders of the senior debt.
 
Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make the payment when due.  This means that the trustee under the subordinated debt indenture and the holders of that series can take action against us, but they will not receive any money until the claims of the holders of senior debt have been fully satisfied.

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Covenants
 
The following covenants apply to us with respect to the debt securities of each series we issue unless otherwise specified in the applicable prospectus supplement.
 
Maintenance of Properties.    We must maintain all properties used in our business in good condition.  However, we may discontinue the maintenance or operation of any of our properties if in our judgment, discontinuance is desirable in the conduct of our business and is not disadvantageous in any material respect to the holders of debt securities.
 
Insurance.    We must keep all of our insurable properties insured against loss or damage with insurers of recognized responsibility.  The insurance must be in commercially reasonable amounts and types.
 
Existence.    Except as described under “—Mergers and Similar Transactions,” we must do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises.  However, we are not required to preserve any right or franchise if we determine that the preservation of the right or franchise is no longer desirable in the conduct of our business and that the loss of the right or franchise is not disadvantageous in any material respect to the holders of the debt securities.
 
Payment of Taxes and Other Claims.    We are required to pay or discharge or cause to be paid or discharged:
 
 	·	all taxes, assessments and governmental charges levied or imposed upon us or any subsidiary or upon our income, profits or property or the income, profits or property of any subsidiary, and	
 
 	·	all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of any subsidiary.	
 
We must pay these taxes and other claims before they become delinquent.  However, we are not required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
 
Provision of Financial Information.    We will file with the trustee, within 15 days after we file the same with the SEC, copies of the annual reports and of the information, documents and other reports that we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.  If we are not required to file with the SEC information, documents or reports pursuant to either of those sections, then we will file with the trustee and the SEC such reports, if any, as may be prescribed by the SEC at such time.
 
Additional covenants described in the applicable prospectus supplement may apply to us and, if applicable, the subsidiary guarantors, with respect to a particular series of debt securities.
 
Defeasance and Covenant Defeasance
 
The provisions for full defeasance and covenant defeasance described below apply to each senior and subordinated debt security, and any applicable guarantee, if so indicated in the applicable prospectus supplement.  In general, we expect these provisions to apply to each debt security that has a specified currency of U.S. dollars and is not a floating rate or indexed debt security.
 
Full Defeasance.    If there is a change in U.S. federal tax law, as described below, we can legally release ourselves and any subsidiary guarantors from all payment and other obligations on any debt securities.  This is called full defeasance.  For us to do so, each of the following must occur:
 
 	·	We must deposit in trust for the benefit of all holders of those debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those debt securities on their various due dates;	

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 	·	No event of default under the indenture applicable to such debt securities may have occurred and be continuing and no event of default described in the sixth bullet point under “—Default, Remedies and Waiver of Default—Events of Default” may have occurred and be continuing at any time during the 90 days following the deposit in trust;	
 
 	·	There must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders of the debt securities to be taxed on those debt securities any differently than if we did not make the deposit and just repaid those debt securities ourselves.  Under current federal tax law, the deposit and our legal release from your debt security would be treated as though we took back your debt security and gave you your share of the cash and notes or bonds deposited in trust. In that event, you could recognize gain or loss on your debt security; and	
 
 	·	We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above.	
 
If we ever fully defeased your debt security, you would have to rely solely on the trust deposit for payments on your debt security.  You would not be able to look to us for payment if there was any shortfall.
 
Covenant Defeasance.    Under current U.S. federal tax law, we can make the same type of deposit described above and we and any subsidiary guarantors will be released from the restrictive covenants relating to your debt security listed in the bullets below and any additional restrictive covenants that may be described in your prospectus supplement.  This is called covenant defeasance.  In that event, you would lose the protection of those restrictive covenants.  In order to achieve covenant defeasance for any debt securities, we must take the same steps as are required for full defeasance.
 
If we accomplish covenant defeasance with regard to your debt security, the following provisions of the applicable indenture and your debt security would no longer apply:
 
 	·	The requirement to secure the debt securities equally and ratably with all of our new indebtedness in the event of a consolidation;	
 
 	·	The covenants regarding existence, maintenance of properties, payment of taxes and other claims, insurance and provision of financial information applicable to us or the subsidiary guarantors, if applicable;	
 
 	·	Any additional covenants that your prospectus supplement states are applicable to your debt security; and	
 
 	·	The events of default resulting from a breach of covenants, described below in the fourth, fifth and seventh bullet points under “—Default, Remedies and Waiver of Default—Events of Default.”	
 
If we accomplish covenant defeasance on your debt security, we must still repay your debt security if there is any shortfall in the trust deposit.  You should note, however, that if one of the remaining events of default were to occur, such as our bankruptcy, and your debt security became immediately due and payable, there may be a shortfall.  Depending on the event causing the default, you may not be able to obtain payment of the shortfall.
 
Default, Remedies and Waiver of Default
 
You will have special rights if an event of default with respect to your series of debt securities occurs and is continuing, as described in this subsection.
 
Events of Default.    Unless your prospectus supplement says otherwise, when we refer to an event of default with respect to any series of debt securities, we mean any of the following:
 
 	·	We do not pay interest on any debt security of that series within 30 days after the due date;	
 
 	·	We do not pay the principal or any premium of any debt security of that series on the due date;	

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 	·	We do not deposit a sinking fund payment with regard to any debt security of that series on the due date, but only if the payment is required under the applicable prospectus supplement;	
 
 	·	We or any of the subsidiary guarantors, if applicable, remain in breach of any covenant we or they make in the indenture for the benefit of the relevant series for 90 days after we or they  receive a written notice of default stating that we or they are in breach and requiring us or the subsidiary guarantor to remedy the breach.  The notice must be sent by the trustee or the holders of at least 25% in principal amount of the relevant series of debt securities;	
 
 	·	We do not pay an indebtedness of $15,000,000 or more in principal amount outstanding when due after the expiration of any applicable grace period, or we default on an indebtedness of this amount resulting in acceleration of the indebtedness, in either case within ten days after written notice of the default is sent to us.  The notice must be sent by the trustee or the holders of at least 25% in principal amount of the relevant series of debt securities;	
 
 	·	We or, if applicable, any of the subsidiary guarantors, file for bankruptcy or other events of bankruptcy, insolvency or reorganization relating to us or, if applicable, the subsidiary guarantors, occur; or	
 
 	·	If your prospectus supplement states that any additional event of default applies to the series, that event of default occurs.	
 
Remedies If an Event of Default Occurs
 
If you are the holder of a subordinated debt security, all the remedies available upon the occurrence of an event of default under the subordinated debt indenture will be subject to the restrictions on the subordinated debt securities described above under “—Subordination Provisions.”
 
If an event of default has occurred with respect to any series of debt securities and has not been cured or waived, the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the entire principal amount of the debt securities of that series to be due immediately.  If the event of default occurs because of events in bankruptcy, insolvency or reorganization relating to us the entire principal amount of the debt securities of that series will be automatically accelerated, without any action by the trustee or any holder.
 
Each of the situations described above is called an acceleration of the maturity of the affected series of debt securities.  If the maturity of any series is accelerated, a judgment for payment has not yet been obtained, we pay or deposit with the trustee an amount sufficient to pay all amounts due on the securities of the series, and all events of default with respect to the series, other than the nonpayment of the accelerated principal, have been cured or waived, then the holders of a majority in principal amount of the outstanding debt securities of that series may cancel the acceleration for the entire series.
 
If an event of default occurs, the trustee will have special duties. In that situation, the trustee will be obligated to use those of its rights and powers under the relevant indenture, and to use the same degree of care and skill in doing so, that a prudent person would use in that situation in conducting his or her own affairs.
 
Except as described in the prior paragraph, the trustee is not required to take any action under the relevant indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability.  This is called an indemnity.  If the trustee is provided with an indemnity reasonably satisfactory to it, the holders of a majority in principal amount of all debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee with respect to that series.  These majority holders may also direct the trustee in performing any other action under the applicable indenture with respect to the debt securities of that series.

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Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to any debt security or any guarantee, all of the following must occur:
 
 	·	The holder of your debt security must give the trustee written notice of a continuing event of default;	
 
 	·	The holders of not less than 25% in principal amount of all debt securities of your series must make a written request that the trustee take action because of the default, and they or other holders must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and other liabilities of taking that action;	
 
 	·	The trustee must not have taken action for 60 days after the above steps have been taken; and	
 
 	·	During those 60 days, the holders of a majority in principal amount of the debt securities of your series must not have given the trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of the debt securities of your series.	
 
You are entitled at any time, however, to bring a lawsuit for the payment of money due on your debt security on or after its due date.
 
Waiver of Default.    The holders of not less than a majority in principal amount of the outstanding debt securities of a series may waive a default for all debt securities of that series.  If this happens, the default will be treated as if it has not occurred.  No one can waive a payment default on your debt security or a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series, however, without the approval of the particular holder of that debt security.
 
Annual Provision of Information to the Trustee About Defaults.    We, and if the due and punctual payment of principal of, and interest on one or more series of debt securities is guaranteed, the subsidiary guarantors, will furnish to each trustee every year a written statement of two of our officers certifying that, to their knowledge, we and the subsidiary guarantors, if applicable, are in compliance with the applicable indenture and the debt securities issued under it, or else specifying any default under the indenture.
 
Book-entry and other indirect owners should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of the maturity.  Book-entry and other indirect owners are described below under “Legal Ownership and Book-Entry Issuance.”
 
Changes of the Indentures Requiring Each Holder’s Approval
 
There are certain changes that cannot be made without the approval of each holder of a debt security affected by the change under a particular indenture.  Here is a list of those types of changes:
 
 	·	change the stated maturity for any principal or interest payment on a debt security;	
 
 	·	reduce the principal amount or the interest rate or the premium payable upon the redemption of any debt security;	
 
 	·	reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of its maturity;	
 
 	·	change the currency of any payment on a debt security;	
 
 	·	change the place of payment on a debt security;	
 
 	·	impair a holder’s right to sue for payment of any amount due on its debt security;	

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 	·	modify or affect in any adverse manner the terms and conditions of the obligations of the subsidiary guarantors in respect of their guarantee, if any, of the due and punctual payment of principal of, or any premium or interest on, or any sinking fund with respect to any of our guaranteed debt securities;	
 
 	·	reduce the percentage in principal amount of the debt securities of any series, the approval of whose holders is needed to change the applicable indenture or those debt securities;	
 
 	·	reduce the percentage in principal amount of the debt securities of any series, the consent of whose holders is needed to waive our compliance with the applicable indenture or to waive defaults; and	
 
 	·	change the provisions of the applicable indenture dealing with modification and waiver in any other respect, except to increase any required percentage referred to above or to add to the provisions that cannot be changed or waived without approval of the holder of each affected debt security.	
 
Modification of Subordination Provisions
 
We may not amend the subordinated debt indenture governing the subordinated debt securities we have issued to alter the subordination of any outstanding subordinated debt securities we have issued without the written consent of each holder of senior debt then outstanding who would be adversely affected.  In addition, we may not modify the subordination provisions of the subordinated debt indenture governing the subordinated debt securities we have issued in a manner that would adversely affect the outstanding subordinated debt securities we have issued of any one or more series in any material respect, without the consent of the holders of a majority in aggregate principal amount of all affected series, voting together as one class.
 
Changes of the Indentures Not Requiring Approval
 
Another type of change does not require any approval by holders of the debt securities of an affected series.  These changes are limited to clarifications and changes that would not adversely affect the debt securities of that series in any material respect.  Nor do we need any approval to make changes that affect only debt securities or any guarantees of that series to be issued under the applicable indenture after the changes take effect or to add a guarantee to any outstanding debt securities not guaranteed or to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the debt securities may be listed or traded.
 
We may also make changes or obtain waivers that do not adversely affect a particular debt security or the guarantee of that debt security, even if they affect other debt securities and guarantees.  In those cases, we do not need to obtain the approval of the holder of the unaffected debt security; we need only obtain any required approvals from the holders of the affected debt securities.
 
Changes of the Indentures Requiring Majority Approval
 
Any other change to a particular indenture and the debt securities issued under that indenture would require the following approval:
 
 	·	If the change affects only the debt securities of a particular series, it must be approved by the holders of a majority in principal amount of the debt securities of that series.	
 
 	·	If the change affects the debt securities of more than one series of debt securities issued under the applicable indenture, it must be approved by the holders of a majority in principal amount of each series affected by the change.	
 
In each case, the required approval must be given by written consent.

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The same majority approval would be required for us or the subsidiary guarantors, if applicable, to obtain a waiver of any of the applicable covenants in the indenture.  The covenants include the promises we or the subsidiary guarantors, if applicable, make about merging and similar transactions, which are described above under “—Mergers and Similar Transactions.”  If the requisite holders approve a waiver of a covenant, neither we nor the subsidiary guarantors, as the case may be, will have to comply with it.  The holders, however, cannot approve a waiver of any provision in a particular debt security, or in the applicable indenture as it affects that debt security, that cannot be changed without the approval of the holder of that debt security as described above in “—Changes of the Indentures Requiring Each Holder’s Approval,” unless that holder approves the waiver.
 
Book-entry and other indirect owners should consult their banks or brokers for information on how approval may be granted or denied if we seek to change an indenture or any debt securities or request a waiver.
 
Special Rules for Action by Holders
 
When holders take any action under a debt indenture, such as giving a notice of default, declaring an acceleration, approving any change or waiver or giving the trustee an instruction, we will apply the following rules.
 
Only Outstanding Debt Securities Are Eligible
 
Only holders of outstanding debt securities of the applicable series will be eligible to participate in any action by holders of debt securities of that series.  Also, we will count only outstanding debt securities in determining whether the various percentage requirements for taking action have been met.  For these purposes, a debt security will not be “outstanding”:
 
 	·	if it has been surrendered for cancellation or cancelled;	
 
 	·	if we have deposited or set aside, in trust for its holder, money for its payment or redemption;	
 
 	·	if we have fully defeased it as described above under “—Defeasance and Covenant Defeasance—Full Defeasance”;	
 
 	·	if it has been exchanged for other debt securities of the same series due to mutilation, destruction, loss or theft; or	
 
 	·	if we, any subsidiary guarantor or one of our affiliates is the owner, unless the debt security is pledged under certain circumstances described in the indenture.	
 
Eligible Principal Amount of Some Debt Securities
 
In some situations, we may follow special rules in calculating the principal amount of a debt security that is to be treated as outstanding for the purposes described above.  This may happen, for example, if the principal amount is payable in a non-U.S. dollar currency, increases over time or is not to be fixed until maturity.
 
For any debt security of the kind described below, we will decide how much principal amount to attribute to the debt security as follows:
 
 	·	For an original issue discount debt security, we will use the principal amount that would be due and payable on the action date if the maturity of the debt security were accelerated to that date because of a default;	
 
 	·	For a debt security whose principal amount is not determinable, we will use any amount that we indicate in the applicable prospectus supplement for that debt security.  The principal amount of a debt security may not be determinable, for example, because it is based on an index that changes from time to time and the principal amount is not to be determined until a later date; or	

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 	·	For debt securities with a principal amount denominated in one or more non-U.S. dollar currencies or currency units, we will use the U.S. dollar equivalent, which we will determine.	
 
Determining Record Dates for Action by Holders
 
We generally will be entitled to set any day as a record date for the purpose of determining the holders that are entitled to take action under either indenture.  In certain limited circumstances, only the trustee will be entitled to set a record date for action by holders.  If we or the trustee set a record date for an approval or other action to be taken by holders, that vote or action may be taken only by persons or entities who are holders on the record date and must be taken during the period that we specify for this purpose, or that the trustee specifies if it sets the record date.  We or the trustee, as applicable, may shorten or lengthen this period from time to time.  This period, however, may not extend beyond the 180th day after the record date for the action.  In addition, record dates for any global debt security may be set in accordance with procedures established by the depositary from time to time.  Accordingly, record dates for global debt securities may differ from those for other debt securities.
 
Form, Exchange and Transfer of Debt Securities
 
Unless we indicate otherwise in your prospectus supplement, the debt securities will be issued:
 
 	·	only in fully registered form; and	
 
 	·	in denominations of $1,000 and integral multiples of $1,000.	
 
Holders may exchange their debt securities for debt securities of the same series in any authorized denominations, as long as the total principal amount is not changed.
 
Holders may exchange or transfer their debt securities at the office of the trustee.  They may also replace lost, stolen, destroyed or mutilated debt securities at that office.  We have appointed the trustee to act as our agent for registering debt securities in the names of holders and transferring and replacing debt securities.
 
Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for any tax or other governmental charge associated with the registration, exchange or transfer.  The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any debt securities.
 
If a debt security is issued as a global debt security, only the depositary—e.g., DTC, Euroclear and Clearstream—will be entitled to transfer and exchange the debt security as described in this subsection, since the depositary will be the sole holder of the debt security.
 
The rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind.  If a debt security is convertible into or exchangeable for our common or preferred stock, the rules governing that type of conversion or exchange will be described in the applicable prospectus supplement.
 
Payment Mechanics for Debt Securities
 
Who Receives Payment?
 
If interest is due on a debt security on an interest payment date, we will pay the interest to the person in whose name the debt security is registered at the close of business on the regular record date relating to the interest payment date as described below under “—Payment and Record Dates for Interest.”  If interest is due at maturity but on a day that is not an interest payment date, we will pay the interest to the person entitled to receive the principal of the debt security.  If principal or another amount besides interest is due on a debt security at maturity, we will pay the amount to the holder of the debt security against surrender of the debt security at a proper place of payment or, in the case of a global debt security, in accordance with the applicable policies of the depositary, DTC, Euroclear and Clearstream, as applicable.

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Payment and Record Dates for Interest
 
Unless we specify otherwise in the applicable prospectus supplement, interest on any fixed rate debt security will be payable semiannually each May 15 and November 15 and at maturity, and the regular record date relating to an interest payment date for any fixed rate debt security will be the May 1 or November 1 next preceding that interest payment date.  The regular record date relating to an interest payment date for any floating rate debt security will be the 15th calendar day before that interest payment date.  These record dates will apply regardless of whether a particular record date is a “business day,” as defined below.  For the purpose of determining the holder at the close of business on a regular record date when business is not being conducted, the close of business will mean 5:00 p.m., New York City time, on that day.
 
Business Day.    The term “business day” means, with respect to the debt securities of a series, a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the place of payment for the debt securities of that series are authorized or obligated by law or executive order to close and that satisfies any other criteria specified in the applicable prospectus supplement.
 
How We Will Make Payments Due in U.S. Dollars
 
We will follow the practice described in this subsection when paying amounts due in U.S. dollars. Payments of amounts due in other currencies will be made as described in the next subsection.
 
Payments on Global Debt Securities.    We will make payments on a global debt security in accordance with the applicable policies of the depositary as in effect from time to time.  Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect owners who own beneficial interests in the global debt security.  An indirect owner’s right to receive those payments will be governed by the rules and practices of the depositary and its participants, as described below in the section entitled “Legal Ownership and Book-Entry Issuance—What Is a Global Security?”
 
Payments on Non-Global Debt Securities.    We will make payments on a debt security in non-global, registered form as follows.  We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date.  We will make all other payments by check to the paying agent described below, against surrender of the debt security.  All payments by check will be made in next-day funds— i.e. , funds that become available on the day after the check is cashed.
 
Alternatively, if a non-global debt security has a face amount of at least $1,000,000 and the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York City, on the due date.  To request a wire payment, the holder must give the paying agent appropriate wire transfer instructions at least five business days before the requested wire payment is due.  In the case of any interest payment due on an interest payment date, the instructions must be given by the person or entity who is the holder on the relevant regular record date.  In the case of any other payment, payment will be made only after the debt security is surrendered to the paying agent.  Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above.
 
Book-entry and other indirect owners should consult their banks or brokers for information on how they will receive payments on their debt securities.
 
How We Will Make Payments Due in Other Currencies
 
We will follow the practice described in this subsection when paying amounts that are due in a specified currency other than U.S. dollars.
 
Payments on Global Debt Securities.    We will make payments on a global debt security in accordance with the applicable policies as in effect from time to time of the depositary, which will be DTC, Euroclear or Clearstream.  Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities in global form.  We understand that DTC’s policies, as currently in effect, are as follows.

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Unless otherwise indicated in your prospectus supplement, if you are an indirect owner of global debt securities denominated in a specified currency other than U.S. dollars and if you have the right to elect to receive payments in that other currency and do so elect, you must notify the participant through which your interest in the global debt security is held of your election:
 
 	·	on or before the applicable regular record date, in the case of a payment of interest; or	
 
 	·	on or before the 16th day before the stated maturity, or any redemption or repayment date, in the case of payment of principal or any premium.	
 
Your participant must, in turn, notify DTC of your election on or before the third DTC business day after that regular record date, in the case of a payment of interest, and on or before the 12th DTC business day prior to the stated maturity, or on the redemption or repayment date if your debt security is redeemed or repaid earlier, in the case of a payment of principal or any premium.
 
DTC, in turn, will notify the paying agent of your election in accordance with DTC’s procedures.
 
If complete instructions are received by the participant and forwarded by the participant to DTC, and by DTC to the paying agent, on or before the dates noted above, the paying agent, in accordance with DTC’s instructions, will make the payments to you or your participant by wire transfer of immediately available funds to an account maintained by the payee with a bank located in the country issuing the specified currency or in another jurisdiction acceptable to us and the paying agent.
 
If the foregoing steps are not properly completed, we expect DTC to inform the paying agent that payment is to be made in U.S. dollars.  In that case, we or our agent will convert the payment to U.S. dollars in the manner described below under “—Conversion to U.S. Dollars.”  We expect that we or our agent will then make the payment in U.S. dollars to DTC, and that DTC in turn will pass it along to its participants.
 
Indirect owners of a global debt security denominated in a currency other than U.S. dollars should consult their banks or brokers for information on how to request payment in the specified currency.
 
Payments on Non-Global Debt Securities.    Except as described in the last paragraph under this heading, we will make payments on debt securities in non-global form in the applicable specified currency.  We will make these payments by wire transfer of immediately available funds to any account that is maintained in the applicable specified currency at a bank designated by the holder and which is acceptable to us and the trustee.  To designate an account for wire payment, the holder must give the paying agent appropriate wire instructions at least five business days before the requested wire payment is due.  In the case of any interest payment due on an interest payment date, the instructions must be given by the person or entity who is the holder on the regular record date.  In the case of any other payment, the payment will be made only after the debt security is surrendered to the paying agent.  Any instructions, once properly given, will remain in effect unless and until new instructions are properly given in the manner described above.
 
If a holder fails to give instructions as described above, we will notify the holder at the address in the trustee’s records and will make the payment within five business days after the holder provides appropriate instructions.  Any late payment made in these circumstances will be treated under the applicable indenture as if made on the due date, and no interest will accrue on the late payment from the due date to the date paid.
 
Although a payment on a debt security in non-global form may be due in a specified currency other than U.S. dollars, we will make the payment in U.S. dollars if the holder asks us to do so.  To request U.S. dollar payment, the holder must provide appropriate written notice to the trustee at least five business days before the next due date for which payment in U.S. dollars is requested.  In the case of any interest payment due on an interest payment date, the request must be made by the person or entity who is the holder on the regular record date. Any request, once properly made, will remain in effect unless and until revoked by notice properly given in the manner described above.

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Book-entry and other indirect owners of a debt security with a specified currency other than U.S. dollars should contact their banks or brokers for information about how to receive payments in the specified currency or in U.S. dollars.
 
Conversion to U.S. Dollars.    When we are asked by a holder to make payments in U.S. dollars of an amount due in another currency, either on a global debt security or a non-global debt security as described above, the exchange rate agent described below will calculate the U.S. dollar amount the holder receives in the exchange rate agent’s discretion.
 
A holder that requests payment in U.S. dollars will bear all associated currency exchange costs, which will be deducted from the payment.
 
When the Specified Currency Is Not Available.    If we are obligated to make any payment in a specified currency other than U.S. dollars, and the specified currency or any successor currency is not available to us due to circumstances beyond our control—such as the imposition of exchange controls or a disruption in the currency markets—we will be entitled to satisfy our obligation to make the payment in that specified currency by making the payment in U.S. dollars, on the basis of the exchange rate determined by the exchange rate agent described below, in its discretion.
 
The foregoing will apply to any debt security, whether in global or non-global form, and to any payment, including a payment at maturity.  Any payment made under the circumstances and in a manner described above will not result in a default under any debt security or the applicable indenture.
 
Exchange Rate Agent.    If we issue a debt security in a specified currency other than U.S. dollars, we will appoint a financial institution to act as the exchange rate agent and will name the institution initially appointed when the debt security is originally issued in the applicable prospectus supplement.  We may change the exchange rate agent from time to time after the original issue date of the debt security without your consent and without notifying you of the change.
 
All determinations made by the exchange rate agent will be in its sole discretion unless we state in the applicable prospectus supplement that any determination requires our approval.  In the absence of manifest error, those determinations will be conclusive for all purposes and binding on you and us, without any liability on the part of the exchange rate agent.
 
Payment When Offices Are Closed
 
If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day.  Payments postponed to the next business day in this situation will be treated under the applicable indenture as if they were made on the original due date.  Postponement of this kind will not result in a default under any debt security or the applicable indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a business day.  The term “business day” has a special meaning, which we describe above under “—Payment and Record Dates for Interest.”
 
Paying Agent
 
We may appoint one or more financial institutions to act as our paying agents, at whose designated offices debt securities in non-global entry form may be surrendered for payment at their maturity.  We call each of those offices a paying agent.  We may add, replace or terminate paying agents from time to time.  We may also choose to act as our own paying agent.  Initially, we will appoint the trustee as the paying agent.  We must notify the trustee of changes in the paying agents.

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Unclaimed Payments
 
Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to a holder will be repaid to us.  After that two-year period, the holder may look only to us for payment and not to the trustee, any other paying agent or anyone else.
 
Notices
 
Notices to be given to holders of a global debt security will be given only to the depositary, in accordance with its applicable policies as in effect from time to time.  Notices to be given to holders of debt securities not in global form will be sent by mail to the respective addresses of the holders as they appear in the trustee’s records.  Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.
 
Book-entry and other indirect owners should consult their banks or brokers for information on how they will receive notices.
 
Concerning the Trustee
 
We will appoint a trustee for the senior debt securities and the subordinated debt securities in the respective indentures.  We may appoint other parties to serve as trustee or co-trustee as may be indicated in the applicable prospectus supplement.  If an actual or potential event of default occurs with respect to any of these securities, the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act of 1939.  In that case, the trustee may be required to resign under one or more of the indentures, and we would be required to appoint a successor trustee.  For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.
 
DESCRIPTION OF THE GUARANTEES
 
Certain of our subsidiaries, whom we refer to as the “subsidiary guarantors,” may guarantee (either fully or unconditionally or in a limited manner) the due and punctual payment of the principal of, and any premium or interest on, one or more series of debt securities that we may issue, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such guarantee and the indenture.  In case of the failure of Orion Marine Group, Inc. punctually to pay any principal, premium or interest on any guaranteed debt security, the subsidiary guarantors will cause any such payment to be made as it becomes due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, and as if such payment were made by Orion Marine Group, Inc.  The particular terms of the guarantee, if any, will be set forth in a prospectus supplement relating to the guaranteed debt securities.  Any guarantee by the subsidiary guarantors will be of payment only and not of collection.

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LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
 
In this section, we describe special considerations that will apply to registered securities issued in global—i.e., book-entry—form.  First we describe the difference between legal ownership and indirect ownership of registered securities.  Then we describe special provisions that apply to global securities.
 
Who Is the Legal Owner of a Registered Security?
 
Each debt security or share of common or preferred stock in registered form will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities.  We refer to those who have securities registered in their own names, on the books that we or the trustee or other agent maintain for this purpose, as the “holders” of those securities.  These persons are the legal holders of the securities.  We refer to those who, indirectly through others, own beneficial interests in securities that are not registered in their own names as indirect owners of those securities.  As we discuss below, indirect owners are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect owners.
 
Book-Entry Owners
 
We expect to issue debt securities and preferred stock in book-entry form only.  However, we may issue common stock in book-entry form.  This means those securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system.  These participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
 
Under each indenture or other applicable agreement, only the person in whose name a security is registered is recognized as the holder of that security.  Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities and we will make all payments on the securities, including deliveries of common or preferred stock in exchange for exchangeable debt securities, to the depositary.  The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners.  The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
 
As a result, investors will not own securities directly.  Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant.  As long as the securities are issued in global form, investors will be indirect owners, and not holders, of the securities.
 
Street Name Owners
 
In the future we may terminate a global security or issue securities initially in non-global form.  In these cases, investors may choose to hold their securities in their own names or in street name.  Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
 
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities and we will make all payments on those securities, including deliveries of common or preferred shares in exchange for exchangeable debt securities, to them.  These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so.  Investors who hold securities in street name will be indirect owners, not holders, of those securities.

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Legal Holders
 
Our obligations, as well as the obligations of the trustee under either indenture and the obligations, if any, of any other third parties employed by us, the trustee or any agents, run only to the holders of the securities.  We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means.  This will be the case whether an investor chooses to be an indirect owner of a security or has no choice because we are issuing the securities only in global form.
 
For example, once we make a payment or give a notice to the holder, we have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners but does not do so.  Similarly, if we want to obtain the approval of the holders for any purpose— e.g. , to amend the indenture for a series of debt securities or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture—we would seek the approval only from the holders, and not the indirect owners, of the relevant securities.  Whether and how the holders contact the indirect owners is up to the holders.
 
When we refer to “you” in this section of the prospectus, we mean those who invest in the securities being offered by this prospectus, whether they are the holders or only indirect owners of those securities.  When we refer to “your securities” in this section of the prospectus, we mean the securities in which you will hold a direct or indirect interest.
 
Special Considerations for Indirect Owners
 
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
 
 	·	how it handles securities payments and notices;	
 
 	·	whether it imposes fees or charges;	
 
 	·	how it would handle a request for the holders’ consent, if ever required;	
 
 	·	whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;	
 
 	·	how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and	
 
 	·	if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.	
 
What Is a Global Security?
 
A global security is issued in book-entry form only.  Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of one or more financial institutions or clearing systems, or their nominees, which we select.  A financial institution or clearing system that we select for any security for this purpose is called the “depositary” for that security.  A security will usually have only one depositary but it may have more.
 
Each series of these securities will have one or more of the following as the depositaries:
 
 	·	The Depository Trust Company, New York, New York, which is known as “DTC”;	
 
 	·	a financial institution holding the securities on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system, which is known as “Euroclear”;	

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 	·	a financial institution holding the securities on behalf of Clearstream Banking, société anonyme, Luxembourg, which is known as “Clearstream”; and	
 
 	·	any other clearing system or financial institution named in the applicable prospectus supplement.	
 
The depositaries named above may also be participants in one another’s systems.  Thus, for example, if DTC is the depositary for a global security, investors may hold beneficial interests in that security through Euroclear or Clearstream, as DTC participants.  The depositary or depositaries for your securities will be named in your prospectus supplement; if none is named, the depositary will be DTC.
 
A global security may represent one or any other number of individual securities.  Generally, all securities represented by the same global security will have the same terms.  We may, however, issue a global security that represents multiple securities of the same kind, such as debt securities, that have different terms and are issued at different times.  We call this kind of global security a master global security.  Your prospectus supplement will indicate whether your securities are represented by a master global security.
 
A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise.  We describe those situations below under “—Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”.  As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only indirect interests in a global security.  Indirect interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does.  Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect owner of an interest in the global security.
 
If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated.  We describe the situations in which this can occur below under “—Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”.  If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
 
Special Considerations for Global Securities
 
As an indirect owner, an investor’s rights relating to a global security will be governed by the account rules of the depositary and those of the investor’s financial institution or other intermediary through which it holds its interest ( e.g. , Euroclear or Clearstream, if DTC is the depositary), as well as general laws relating to securities transfers.  We do not recognize this type of investor or any intermediary as a holder of securities and instead deal only with the depositary that holds the global security.
 
If securities are issued only in the form of a global security, an investor should be aware of the following:
 
 	·	an investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;	
 
 	·	an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above under “—Who Is the Legal Owner of a Registered Security?”;	
 
 	·	an investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form;	

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 	·	an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;	
 
 	·	the depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time.  We, the trustee and any agents will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security.  We, the trustee and any agents also do not supervise the depositary in any way;	
 
 	·	the depositary will require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and	
 
 	·	financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time.  For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, will require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day.  There may be more than one financial intermediary in the chain of ownership for an investor.  We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries.	
 
Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated
 
If we issue any series of securities in book-entry form but we choose to give the beneficial owners of that series the right to obtain non-global securities, any beneficial owner entitled to obtain non-global securities may do so by following the applicable procedures of the depositary, any transfer agent or registrar for that series and that owner’s bank, broker or other financial institution through which that owner holds its beneficial interest in the securities.  For example, in the case of a global security representing preferred shares or depositary shares, a beneficial owner will be entitled to obtain a non-global security representing its interest by making a written request to the transfer agent or other agent designated by us.  If you are entitled to request a non-global certificate and wish to do so, you will need to allow sufficient lead time to enable us or our agent to prepare the requested certificate.
 
In addition, in a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the securities it represented.  After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor.  Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders.  We have described the rights of holders and street name investors above under “—Who Is the Legal Owner of a Registered Security?”.
 
The special situations for termination of a global security are as follows:
 
 	·	if the depositary notifies us that it is unwilling or unable to continue as depositary for that global security or the depositary has ceased to be a clearing agency registered under the Exchange Act, and in either case we do not appoint another institution to act as depositary within 90 days;	
 
 	·	in the case of a global security representing debt securities, if an event of default has occurred with regard to the debt securities and has not been cured or waived; or	
 
 	·	any other circumstances specified for this purpose in the applicable prospectus supplement.	

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If a global security is terminated, only the depositary, and not we or the trustee for any debt securities, is responsible for deciding the names of the institutions in whose names the securities represented by the global security will be registered and, therefore, who will be the holders of those securities.
 
Considerations Relating to Euroclear and Clearstream
 
Euroclear and Clearstream are securities clearance systems in Europe.  Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.
 
Euroclear and Clearstream may be depositaries for a global security.  In addition, if DTC is the depositary for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC.
 
As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream.  If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.
 
Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems.  Those systems could change their rules and procedures at any time.  We have no control over those systems or their participants and we take no responsibility for their activities.  Transactions between participants in Euroclear or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.
 
Special Timing Considerations for Transactions in Euroclear and Clearstream
 
Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business.  Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
 
In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable.  Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.  In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

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PLAN OF DISTRIBUTION
 
We may sell the securities offered by this prospectus and any applicable prospectus supplement from time to time in one or more of the following ways:
 
 	·	to underwriters or broker-dealers;	
 
 	·	through agents;	
 
 	·	directly to investors or to institutional investors; or	
 
 	·	through a combination of any of the above methods of sale.	
 
The securities offered from time to time may be sold in one or more transactions at:
 
 	·	market prices prevailing at the time of sale;	
 
 	·	prices related to market prices;	
 
 	·	negotiated prices; or	
 
 	·	at a fixed public offering price or prices, which may be changed from time to time.	
 
The prospectus supplement will state the terms of the offering of the securities, including:
 
 	·	the name or names of any underwriters, dealers, or agents and the amounts of securities underwritten or purchased by them;	
 
 	·	the purchase price of such securities and the proceeds to be received by us, if any;	
 
 	·	any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;	
 
 	·	any initial public offering price;	
 
 	·	any discounts or concessions allowed or reallowed or paid to dealers; and	
 
 	·	any securities exchanges on which the securities may be listed.	
 
We will pay or allow distributors’ or sellers’ commissions that will not exceed those customary in the types of transactions involved.  Broker-dealers may act as agents or may purchase securities as principal and thereafter resell the securities from time to time:
 
 	·	in or through one or more transactions (which may involve cross transactions and block trades) or distributions;	
 
 	·	on the New York Stock Exchange; or	
 
 	·	in private transactions.	
 
Offers to purchase securities may be solicited directly by us, or by agents designated by us, from time to time.  Any such agent may be deemed to be an underwriter as that term is defined in the Securities Act.  Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named in the applicable prospectus supplement, and any commissions payable by us to such agent will be set forth in the applicable prospectus supplement.

-39-

 

If we use an underwriter or underwriters in the offer and sale of securities under this prospectus and the accompanying prospectus supplement, we will execute an underwriting agreement with such underwriter(s) for the sale.  The name(s) of such underwriter(s) and the terms of the transaction, including any underwriting discounts and other items constituting compensation of the underwriters and dealers, if any, will be set forth in such prospectus supplement, which will be used by the underwriter(s) to make resales of the securities under this prospectus and such prospectus supplement.  The securities will be acquired by the underwriters for their own accounts and may be sold by the underwriters from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.  We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.
 
Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.  Unless otherwise described in an applicable prospectus supplement, the obligations of the underwriters to purchase offered securities will be subject to conditions, and the underwriters must purchase all of the offered securities if any are purchased.
 
We may sell directly to, and solicit offers from, institutional investors, individuals, or the public.  We will describe the terms of any such sales in a prospectus supplement.
 
If we use a dealer in the sale of the securities under this prospectus, we will sell the securities to the dealer, as principal.  The dealer may then resell such securities to the public at varying prices to be determined by the dealer at the time of resale.  The name of the dealer and the terms of the transaction will be identified in the applicable prospectus supplement.
 
If an agent is used in an offering of securities being offered by this prospectus, the agent will be named, and the terms of the agency will be described, in the applicable prospectus supplement relating to the offering.  Unless otherwise indicated in the prospectus supplement, an agent will act on a best efforts basis for the period of its appointment.
 
If indicated in the applicable prospectus supplement, we will authorize underwriters or their agents to solicit offers by certain institutional investors to purchase our securities pursuant to contracts providing for payment and delivery at a future date.  Institutional investors with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others.  In all cases, these purchasers must be approved by us.  The obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject and (b) if the securities are also being sold to underwriters, we must have sold to these underwriters the securities not subject to delayed delivery.  Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.
 
Certain of the underwriters, dealers or agents used by us in any offering may be customers of, including borrowers from, engage in transactions with, and perform services for us or one or more of our affiliates in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled, under agreements which may be entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act.  The terms of any indemnification provisions will be set forth in a prospectus supplement.
 
Until the distribution of the securities is completed, SEC rules may limit the ability of the underwriters and certain selling group members, if any, to bid for and purchase the securities.  As an exception to these rules, the representatives of the underwriters, if any, are permitted to engage in certain transactions that stabilize the price of the securities in accordance with Regulation M under the Exchange Act but only in the case of a fixed-price offering.  Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

-40-

 

If underwriters create a short position in the securities in connection with the offering thereof (i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement), the representatives of such underwriters may reduce that short position by purchasing securities in the open market.  Any such representatives also may elect to reduce any short position by exercising all or part of any over-allotment option described in the applicable prospectus supplement.
 
Any such representatives also may impose a penalty bid on certain underwriters and selling group members.  This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering thereof.
 
In general, purchases of a security for the purpose of stabilization or to reduce a syndicate short position could cause the price of the security to be higher than it might otherwise be in the absence of such purchases.  The imposition of a penalty bid might have an effect on the price of a security to the extent that it was to discourage resales of the security by purchasers in the offering.
 
Neither we nor any of the underwriters, if any, make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities.  In addition, neither we nor any of the underwriters, if any, make any representation that the representatives of the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
 
Each series of securities covered by this prospectus would be a new issue with no established trading market, other than our common stock which is listed on the New York Stock Exchange.  Any shares of common stock sold pursuant to a prospectus supplement will be listed on the New York Stock Exchange or a stock exchange on which the common stock offered is then listed, subject (if applicable) to an official notice of issuance.  Other than the common stock, the securities offered by this prospectus and any prospectus supplement may or may not be listed on a national securities exchange, a foreign securities exchange or eligible for quotation or trading on the New York Stock Exchange.
 
Any underwriters for whom securities are sold by us for public offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice.  Therefore, we cannot provide any assurance to you concerning the market for, or liquidity of, any of the securities covered by this prospectus and any prospectus supplement.
 
Under the securities laws of some states, the securities registered by the registration statement of which this prospectus forms a part may be sold in those states only through licensed brokers or dealers.
 
The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering.

-41-

 
 
LEGAL MATTERS
 
The validity of the securities offered in this prospectus will be passed upon for us by J. Cabell Acree, our General Counsel, Houston, Texas.  Any underwriter will be advised about other issues related to any offering by its own legal counsel.
 
EXPERTS
 
The consolidated financial statements and schedule of Orion Marine Group, Inc. as of December 31, 2008 and 2007 and for the three years in the period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated by reference in this prospectus and elsewhere in the registration statement, have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said reports.

-42-

 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14. Other Expenses of Issuance and Distribution
 
The following table sets forth the various costs and expenses to be paid by us in connection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All amounts shown are estimates except for the SEC registration fee.

SEC registration fee	 	$	8,370	 	
Printing expenses	 	$	50,000	 	
Transfer agent and registrar fees	 	$	10,000	 	
Accounting fees and expenses	 	$	50,000	 	
Legal fees and expenses	 	$	175,000	 	
Miscellaneous	 	$	56,630	 	
Total	 	$	350,000	 	

Item 15. Indemnification of Directors and Officers
 
We are a Delaware corporation.  Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity under certain circumstances to directors, officers, employees or agents in connection with actions, suits or proceedings, by reason of the fact that the person is or was a director, officer, employee or agent, against expenses and liabilities incurred in such actions, suits or proceedings so long as they acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the company, and with respect to any criminal action if they had no reasonable cause to believe their conduct was unlawful.  With respect to suits by or in the right of such corporation, however, indemnification is generally limited to attorneys’ fees and other expenses actually and reasonably incurred and is not available if such person is adjudged to be liable to such corporation unless the court determines that indemnification is appropriate.
 
As permitted by the DGCL, our certificate of incorporation includes a provision that eliminates the personal liability of our directors to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:
 
 	·	for any breach of the director’s duty of loyalty to us or our stockholders;	
 
 	·	for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;	
 
 	·	under section 174 of the DGCL regarding unlawful dividends and stock purchases; or	
 
 	·	for any transaction for which the director derived an improper personal benefit.	
 
As permitted by the DGCL, our certificate of incorporation provides that:
 
 	·	we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law, subject to very limited exceptions;	
 
 	·	we may indemnify our other employees and agents to the fullest extent permitted by Delaware law, subject to very limited exceptions;	
 
 	·	we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions;	

 

 	·	we may advance expenses, as incurred, to our employees and agents in connection with a legal proceeding; and	
 
 	·	the rights conferred in our certificate of incorporation are not exclusive.	
 
The indemnification provisions in our certificate of incorporation may be sufficiently broad to permit indemnification of our directors and officers for liabilities arising under the Securities Act of 1933.
 
Under Delaware law, corporations also have the power to purchase and maintain insurance for directors, officers, employees and agents.  Orion Marine Group, Inc. and its subsidiaries are covered by liability insurance policies which indemnify our directors and officers against loss arising from claims by reason of their legal liability for acts as such directors, officers or trustees, subject to limitations and conditions as set forth in the policies.
 
The foregoing discussion of our certificate of incorporation and Delaware law is not intended to be exhaustive and is qualified in its entirety by such certificate of incorporation or law.
 
Item 16. Exhibits
 
The exhibits listed on the Exhibit Index to this Registration Statement are hereby incorporated by reference.
 
Item 17. Undertakings
 
(a)	The undersigned registrant hereby undertakes:	
 
 	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:	
 
 	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;	
 
 	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.	
 
 	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;	
 
provided however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
 	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	

 

 	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	
 
 	(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:	
 
 	(i)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and	
 
 	(ii)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.   Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.	
 
 	(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:	
 
 	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;	
 
 	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;	
 
 	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and	
 
 	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.	
 
(b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(c)      The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
 
(d)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
(e)      The undersigned registrant hereby undertakes that:
 
 	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.	
 
 	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
(f)      The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.
 
 	ORION MARINE GROUP, INC.	
 	 	 	
 	By:	  /s/ J. Michael Pearson	 	
 	 	  J. Michael Pearson
  President and Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	President and Chief	 	 	
  /s/ J. Michael Pearson	 	Executive Officer and Director	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer	 	 	
  /s/ Mark R. Stauffer	 	Chief Accounting Officer	 	July 21, 2009	
  Mark R. Stauffer	 	(Principal Financial	 	 	
 	 	and Accounting Officer)	 	 	
 	 	 	 	 	
  /s/  Richard L. Daerr, Jr.	 	Chairman of the Board	 	July 21, 2009	
  Richard L. Daerr, Jr.	 	 	 	 	
 	 	 	 	 	
  /s/   Thomas N. Amonett	 	Director	 	July 21, 2009	
  Thomas N. Amonett	 	 	 	 	
 	 	 	 	 	
  /s/   Austin J. Shanfelter	 	Director	 	July 21, 2009	
  Austin J. Shanfelter	 	 	 	 	
 	 	 	 	 	
  /s/  Gene Stoever	 	Director	 	July21, 2009	
  Gene Stoever	  	 	  	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July21, 2009.

 	F. MILLER CONSTRUCTION, LLC	
 	 	 	
 	By:	  /s/ J. Michael Pearson 	 	
 	 	  J. Michael Pearson
  Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	Chief Executive Officer	 	 	
  /s/ J. Michael Pearson	 	and Manager	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer	 	 	
  /s/ Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	July 21, 2009	
  Mark R. Stauffer	 	(Principal Financial	 	 	
 	  	and Accounting Officer)	  	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	KING FISHER MARINE SERVICE, L.P.	
 	 	 	
 	By:	KFMSGP, LLC,
its general partner	
 	 	 	
 	 	By:	  /s/ J. Michael Pearson	 	
 	 	 	  J. Michael Pearson
  Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	Chief Executive Officer	 	 	
 	 	and Manager of KFMSGP, LLC,	 	 	
  /s/ J. Michael Pearson	 	the general partner of	 	July 21, 2009	
  J. Michael Pearson	 	King Fisher Marine Service, L.P.	 	 	
 	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer,	 	 	
 	 	Treasurer and Assistant Secretary	 	 	
  /s/ Mark R. Stauffer	 	of KFMSGP, LLC,	 	July 21, 2009	
  Mark R. Stauffer	 	the general partner of	 	 	
 	 	King Fisher Marine Service, L.P.	 	 	
 	 	(Principal Financial	 	 	
 	  	and Accounting Officer)	  	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	MISENER MARINE CONSTRUCTION, INC.	
 	 	 	
 	By:	  /s/ J. Michael Pearson	 	
 	 	  J. Michael Pearson
  Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	Chief Executive Officer	 	 	
  /s/ J. Michael Pearson	 	and Director	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer,	 	 	
  /s/ Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	July 21, 2009	
  Mark R. Stauffer	 	(Principal Financial	 	 	
 	  	and Accounting Officer)	  	 	

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	ORION ADMINISTRATIVE SERVICES, INC.	
 	 	 	
 	By:	  /s/ J. Michael Pearson	 	
 	 	  J. Michael Pearson
  Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	Chief Executive Officer	 	 	
  /s/ J. Michael Pearson	 	and Director	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer,	 	 	
  /s/ Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	July 21, 2009	
  Mark R. Stauffer	 	(Principal Financial	 	 	
 	  	and Accounting Officer)	  	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	ORION CONSTRUCTION, L.P.	
 	 	 	
 	By:	OCGP, LLC,
its general partner	
 	 	 	
 	 	By:	  /s/ J. Michael Pearson	 	
 	 	 	  J. Michael Pearson
  Chief Executive Officer	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
 	 	Chief Executive Officer	 	 	
 	 	and Manager	 	 	
  /s/ J. Michael Pearson	 	of OCGP, LLC, the general partner	 	July 21, 2009	
  J. Michael Pearson	 	of Orion Construction, L.P.	 	 	
 	 	(Principal Executive Officer)	 	 	

 	 	Chief Financial Officer,	 	 	
  /s/ Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	July 21, 2009	
  Mark R. Stauffer	 	of OCGP, LLC, the general partner	 	 	
 	 	of Orion Construction, L.P.	 	 	
 	 	(Principal Financial	 	 	
 	  	and Accounting Officer)	  	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	ORION DREDGING SERVICES, LLC	
 	 	 	
 	By:	Orion Marine Group,
its sole member	
 	 	 	
 	 	By:	  /s/ J. Michael Pearson	 	
 	 	 	  J. Michael Pearson
  General Executive Manager	
   
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	
 	 	 	 	 	
  /s/ J. Michael Pearson	 	General Executive Manager	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
 	 	Chief Financial Officer,	 	 	
  /s/ Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	July 21, 2009	
  Mark R. Stauffer	 	(Principal Financial	 	 	
 	 	and Accounting Officer)	 	 	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 21, 2009.

 	SSL SOUTH, LLC	
 	 	 	
 	By:	ORION DREDGING SERVICES, LLC,
its sole member	
 	 	 	
 	 	By:	  /s/ J. Michael Pearson	 	
 	 	 	  J. Michael Pearson
  General Executive Manager	
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints J. Michael Pearson, Mark R. Stauffer and J. Cabell Acree, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments and a registration statement registering additional securities pursuant to Rule 462 under the Securities Act of 1933, as amended), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated
 
Signature	 	Title	 	Date	

  /s/ J. Michael Pearson	 	General Executive Manager	 	July 21, 2009	
  J. Michael Pearson	 	(Principal Executive Officer)	 	 	

  /s/ Mark R. Stauffer	 	Chief Financial Officer,	 	July 21, 2009	
  Mark R. Stauffer	 	Treasurer and Assistant Secretary	 	 	
 	 	(Principal Financial and Accounting Officer)	 	 	

 

EXHIBIT INDEX
 
Exhibit
Number	 	 
Description	
 	 	 	
1.1*	 	Form of Underwriting Agreement.	
 	 	 	
3.1	 	Amended and Restated Certificate of Incorporation of Orion Marine Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-145588) originally filed with the SEC on August 20, 2007).	
 	 	 	
3.2	 	Amended and Restated Bylaws of Orion Marine Group, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-145588) originally filed with the SEC on August 20, 2007).	
 	 	 	
4.1	 	Specimen Certificate Representing Shares of Common Stock.	
 	 	 	
4.2*	 	Specimen Certificate Representing Shares of Preferred Stock.	
 	 	 	
4.3	 	Form of Indenture for Senior Debt Securities.	
 	 	 	
4.4	 	Form of Senior Debt Security (included in Exhibit 4.3).	
 	 	 	
4.5	 	Form of Indenture for Subordinated Debt Securities.	
 	 	 	
4.6	 	Form of Subordinated Debt Security (included in Exhibit 4.5).	
 	 	 	
4.7*	 	Form of Warrant Agreement.	
 	 	 	
4.8*	 	Form of Subscription Rights Certificate.	
 	 	 	
5.1	 	Opinion of J. Cabell Acree.	
 	 	 	
12.1	 	Statement regarding Computation of Ratios of Earnings to Fixed Charges.	
 	 	 	
23.1	 	Consent of Grant Thornton LLP.	
 	 	 	
23.2	 	Consent of J. Cabell Acree (included in Exhibit 5.1).	
 	 	 	
24.1	  	Powers of Attorney (included on signature pages of this filing).	

*           To be filed by amendment or in a Current Report on Form 8-K.

 

Exhibit 4.3

 
Orion Marine Holdings, Inc.
 
As Issuer
 
The Guarantors Party Hereto
 
As Guarantors
 
TO
 
_________________________
 
As Trustee
 
INDENTURE
 
Dated as of _____________
 
SENIOR DEBT SECURITIES

 

 
 
Trust Indenture
Act Section	 	Indenture
Section	
 	 	 	
§ 310 (a)(1)	 	609	
   (a)(2)	 	609	
   (a)(3)	 	Not Applicable	
   (a)(4)	 	Not Applicable	
   (b)	 	608	
 	 	610	
§ 311 (a)	 	613	
   (b)	 	613	
§ 312 (a)	 	701	
 	 	702	
   (b)	 	702	
   (c)	 	702	
§ 313 (a)	 	703	
   (b)	 	703	
   (c)	 	703	
   (d)	 	703	
§ 314 (a)	 	704	
   (a)(4)	 	101	
 	 	1004	
   (b)	 	Not Applicable	
   (c)(1)	 	102	
   (c)(2)	 	102	
   (c)(3)	 	Not Applicable	
   (d)	 	Not Applicable	
   (e)	 	102	
§ 315 (a)	 	601	
   (b)	 	602	
   (c)	 	601	
   (d)	 	601	
   (e)	 	514	
§ 316 (a)	 	101	
   (a)(1)(A)	 	502	
 	 	512	
   (a)(1)(B)	 	513	
   (a)(2)	 	Not Applicable	
   (b)	 	508	
   (c)	 	104	
§ 317 (a)(1)	 	503	
   (a)(2)	 	504	
   (b)	 	1003	
§ 318 (a)	 	107	

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

 
-i-

 

TABLE OF CONTENTS

 	 	 	Page	
 	 	 	 	
ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1	
 	 	 	 	
Section 101	Definitions	 	1	
Section 102	Compliance Certificates and Opinions	 	8	
Section 103	Form of Documents Delivered to Trustee	 	8	
Section 104	Acts of Holders; Record Dates	 	9	
Section 105	Notices, Etc., to Trustee, Company and the Guarantors	 	11	
Section 106	Notice to Holders; Waiver	 	11	
Section 107	Conflict with Trust Indenture Act	 	12	
Section 108	Effect of Headings and Table of Contents	 	12	
Section 109	Successors and Assigns	 	12	
Section 110	Separability Clause	 	12	
Section 111	Benefits of Indenture	 	12	
Section 112	Governing Law	 	12	
Section 113	Legal Holidays	 	12	
Section 114	Counterparts	 	13	
Section 115	Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and Agents of the Company and the Guarantors	 	13	
 	 	 	 	
ARTICLE TWO	SECURITY FORMS	 	14	
 	 	 	 	
Section 201	Forms Generally	 	14	
Section 202	Form of Face of Security	 	14	
Section 203	Form of Reverse of Security	 	16	
Section 204	Form of Legend for Global Securities	 	19	
Section 205	Form of Guarantee	 	19	
Section 206	Form of Trustee's Certificate of Authentication	 	21	
 	 	 	 	
ARTICLE THREE	THE SECURITIES	 	22	
 	 	 	 	
Section 301	Amount Unlimited; Issuable in Series	 	22	
Section 302	Denominations	 	24	
Section 303	Execution, Authentication, Delivery and Dating	 	25	
Section 304	Temporary Securities	 	26	
Section 305	Registration, Registration of Transfer and Exchange	 	27	
Section 306	Mutilated, Destroyed, Lost and Stolen Securities	 	29	
Section 307	Payment of Interest; Interest Rights Preserved	 	29	
Section 308	Persons Deemed Owners	 	31	
Section 309	Cancellation	 	31	
Section 310	Computation of Interest	 	31	
Section 311	CUSIP Numbers	 	31	
 	 	 	 	
ARTICLE FOUR	SATISFACTION AND DISCHARGE	 	32	
 	 	 	 	
Section 401	Satisfaction and Discharge of Indenture	 	32	
 
NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
 
-ii-

 
TABLE OF CONTENTS
(continued)
 
 	 	 	Page	
 	 	 	 	
Section 402	Application of Trust Money	 	33	
 	 	 	 	
ARTICLE FIVE	REMEDIES	 	33	
 	 	 	 	
Section 501	Events of Default	 	33	
Section 502	Acceleration of Maturity; Rescission and Annulment	 	35	
Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	 	36	
Section 504	Trustee May File Proofs of Claim	 	37	
Section 505	Trustee May Enforce Claims Without Possession of Securities	 	37	
Section 506	Application of Money Collected	 	37	
Section 507	Limitation on Suits	 	38	
Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	38	
Section 509	Restoration of Rights and Remedies	 	38	
Section 510	Rights and Remedies Cumulative	 	39	
Section 511	Delay or Omission Not Waiver	 	39	
Section 512	Control by Holders	 	39	
Section 513	Waiver of Past Defaults	 	39	
Section 514	Undertaking for Costs	 	40	
Section 515	Waiver of Usury, Stay or Extension Laws	 	40	
 	 	 	 	
ARTICLE SIX	THE TRUSTEE	 	40	
 	 	 	 	
Section 601	Certain Duties and Responsibilities	 	40	
Section 602	Notice of Defaults	 	41	
Section 603	Certain Rights of Trustee	 	41	
Section 604	Not Responsible for Recitals or Issuance of Securities	 	42	
Section 605	May Hold Securities	 	43	
Section 606	Money Held in Trust	 	43	
Section 607	Compensation and Reimbursement	 	43	
Section 608	Conflicting Interests	 	43	
Section 609	Corporate Trustee Required; Eligibility	 	44	
Section 610	Resignation and Removal; Appointment of Successor	 	44	
Section 611	Acceptance of Appointment by Successor	 	45	
Section 612	Merger, Conversion, Consolidation or Succession to Business	 	46	
Section 613	Preferential Collection of Claims Against Company	 	47	
Section 614	Appointment of Authenticating Agent	 	47	
 	 	 	 	
ARTICLE SEVEN	HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS	 	48	
 	 	 	 	
Section 701	Company and Guarantors to Furnish Trustee Names and Addresses of Holders	 	48	
Section 702	Preservation of Information; Communications to Holders	 	49	
Section 703	Reports by Trustee	  	49	
 
-iii-

 
TABLE OF CONTENTS
(continued)
 
 	 	 	Page	
 	 	 	 	
Section 704	Reports by Company and Guarantors	 	49	
 	 	 	 	
ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	50	
 	 	 	 	
Section 801	Company and Guarantors May Consolidate, Etc., Only on Certain Terms	 	50	
Section 802	Successor Substituted	 	51	
 	 	 	 	
ARTICLE NINE	SUPPLEMENTAL INDENTURES	 	51	
 	 	 	 	
Section 901	Supplemental Indentures Without Consent of Holders	 	51	
Section 902	Supplemental Indentures With Consent of Holders	 	53	
Section 903	Execution of Supplemental Indentures	 	54	
Section 904	Effect of Supplemental Indentures	 	54	
Section 905	Conformity with Trust Indenture Act	 	54	
Section 906	Reference in Securities to Supplemental Indentures	 	54	
 	 	 	 	
ARTICLE TEN	COVENANTS	 	55	
 	 	 	 	
Section 1001	Payment of Principal, Premium and Interest	 	55	
Section 1002	Maintenance of Office or Agency	 	55	
Section 1003	Money for Securities Payments to Be Held in Trust	 	55	
Section 1004	Statement by Officers as to Default	 	57	
Section 1005	Existence	 	57	
Section 1006	Maintenance of Properties	 	57	
Section 1007	Payment of Taxes and Other Claims	 	57	
Section 1008	Insurance	 	58	
Section 1009	Provision of Financial Information	 	58	
Section 1010	Waiver of Certain Covenants	 	58	
Section 1011	Calculation of Original Issue Discount	 	59	
 	 	 	 	
ARTICLE ELEVEN	REDEMPTION OF SECURITIES	 	59	
 	 	 	 	
Section 1101	Applicability of Article	 	59	
Section 1102	Election to Redeem; Notice to Trustee	 	59	
Section 1103	Selection by Trustee of Securities to Be Redeemed	 	59	
Section 1104	Notice of Redemption	 	60	
Section 1105	Deposit of Redemption Price	 	61	
Section 1106	Securities Payable on Redemption Date	 	61	
Section 1107	Securities Redeemed in Part	 	61	
 	 	 	 	
ARTICLE TWELVE	SINKING FUNDS	 	61	
 	 	 	 	
Section 1201	Applicability of Article	 	61	
Section 1202	Satisfaction of Sinking Fund Payments with Securities	 	62	
Section 1203	Redemption of Securities for Sinking Fund	  	62	
 
-iv-

 
TABLE OF CONTENTS
(continued)
 
 	 	 	Page	
 	 	 	 	
ARTICLE THIRTEEN	DEFEASANCE AND COVENANT DEFEASANCE	 	62	
 	 	 	 	
Section 1301	Company's Option to Effect Defeasance or Covenant Defeasance	 	62	
Section 1302	Defeasance and Discharge	 	63	
Section 1303	Covenant Defeasance	 	63	
Section 1304	Conditions to Defeasance or Covenant Defeasance	 	64	
Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	65	
Section 1306	Reinstatement	 	66	
 	 	 	 	
ARTICLE FOURTEEN	GUARANTEE	 	66	
 	 	 	 	
Section 1401	The Guarantee	  	66	

-v-

 

INDENTURE, dated as of ___________, between Orion Marine Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 12550 Fuqua St., Houston, Texas 77034, the subsidiary guarantors party hereto (the "Guarantors") and ________________________, a _________________ duly organized and existing under the laws of ____________________, as Trustee (herein called the "Trustee").
 
RECITALS OF THE COMPANY
 
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided;
 
WHEREAS, the Guarantors, through the Company, have duly authorized the execution and delivery of this Indenture to provide for the guarantee time to time of the Company's Securities (herein called the "Guarantee"); and
 
WHEREAS, all things necessary to make this Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been done.
 
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
 
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:
 
ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
 
SECTION 101     Definitions.
 
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:
 
(1)           the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular;
 
(2)           all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
 
(3)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

 
(4)           unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and
 
(5)           the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
 
"Act", when used with respect to any Holder, has the meaning specified in Section 104.
 
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
 
"Applicable Procedures" of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time.
 
"Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.
 
"Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board.
 
"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
 
"Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.
 
"Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.
 
-2-

 
"Common Stock" means the common stock, par value $0.01 per share, of the Company.
 
"Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person.
 
"Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.
 
"Corporate Trust Office" means the principal office of the Trustee in ______________________ at which at any particular time its corporate trust business shall be administered.
 
"corporation" means a corporation, association, company, limited liability company, joint-stock company or business trust.
 
"Covenant Defeasance" has the meaning specified in Section 1303.
 
"Defaulted Interest" has the meaning specified in Section 307.
 
"Defeasance" has the meaning specified in Section 1302.
 
"Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person that is designated to act as Depositary for such Securities as contemplated by Section 301.
 
"Event of Default" has the meaning specified in Section 501.
 
"Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.
 
"Expiration Date" has the meaning specified in Section 104.
 
"Global Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).
 
"Guarantee" means the unconditional guarantee of the payment of the principal of, or any premium or interest on, the Guaranteed Securities by one or more Guarantors, as more fully set forth in Article Fourteen.
 
"Guaranteed Securities" means a series of Securities made subject to a Guarantee (as set forth in Article Fourteen) pursuant to Section 301.
 
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"Guarantor" means each Person named as a "Guarantor" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor Person.
 
"Guarantors' Board Resolutions" mean copies of the respective resolutions certified by the respective Secretary or an Assistant Secretary of the respective Guarantors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.
 
"Guarantors' Officers' Certificates" means the respective certificates signed by any two Officers or by any Officer and an Assistant Treasurer or an Assistant Secretary of the respective Guarantors or any Person designated by an Officer in writing as authorized to execute and deliver each such certificate, and delivered to the Trustee.  One of the Officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of such Guarantor.
 
"Guarantor Request" or "Guarantor Order" means a written request or order signed in the name of each Guarantor by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of each Guarantor, and delivered to the Trustee.
 
"Holder" means a Person in whose name a Security is registered in the Security Register.
 
"Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 301.
 
"interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
 
"Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.
 
"Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
 
"Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.
 
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"Notice of Default" means a written notice of the kind specified in Section 501(4) or 501(5).
 
"Officers' Certificate" means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company or any person designated by an Officer in writing as authorized to execute and deliver such certificate, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.
 
"Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company or the Guarantors, as the case may be.
 
"Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.
 
"Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture,  except :
 
(1)           Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
 
(2)           Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or the Guarantors) in trust or set aside and segregated in trust by the Company or the Guarantors (if the Company or the Guarantors shall act as its or their own Paying Agent) for the Holders of such Securities;  provided  that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
 
(3)           Securities as to which Defeasance has been effected pursuant to Section 1302; and
 
(4)           Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
 
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provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company, the Guarantors or any other obligor upon the Securities or any Affiliate of the Company, the Guarantors or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company, the Guarantors or any other obligor upon the Securities or any Affiliate of the Company, the Guarantors or of such other obligor.
 
"Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.
 
"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
"Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.
 
"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.
 
"Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
 
"Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.
 
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"Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.
 
"Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.
 
"Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.
 
"Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
 
"Security Register" and "Security Registrar" have the respective meanings specified in Section 305.
 
"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.
 
"Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.
 
"Subsidiary" means, with respect to any Person, a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries of such Person.  For the purposes of this definition, "voting stock" means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.
 
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;  provided ,  however , that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
 
"Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

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"U.S. Government Obligation" has the meaning specified in Section 1304.
 
"Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president".
 
SECTION 102     Compliance Certificates and Opinions.
 
Upon any application or request by the Company or the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantors, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or Guarantors' Officers' Certificates, if to be given by the Guarantors, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.
 
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include,
 
(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
 
(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
 
(3)           a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
 
SECTION 103     Form of Documents Delivered to Trustee.
 
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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Any certificate or opinion of an officer of the Company or any Guarantor, as the case may be, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
 
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
 
SECTION 104     Acts of Holders; Record Dates.
 
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and to the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company and the Guarantors, if made in the manner provided in this Section 104.
 
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
 
The ownership of Securities shall be proved by the Security Register.
 
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.

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The Company may, in the circumstances permitted by the Trust Indenture Act, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series,  provided  that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date;  provided  that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
 
The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;  provided  that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
 
With respect to any record date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided  that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

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Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.
 
SECTION 105     Notices, Etc., to Trustee, Company and the Guarantors.
 
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,
 
(1)           the Trustee by any Holder, by the Company or by the Guarantors shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention:_______________________, or
 
(2)           the Company or the Guarantors by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantors, as the case may be, addressed to such party at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company or the Guarantors, as the case may be.
 
SECTION 106     Notice to Holders; Waiver.
 
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
 
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

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Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
 
SECTION 107     Conflict with Trust Indenture Act.
 
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.
 
SECTION 108     Effect of Headings and Table of Contents.
 
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
 
SECTION 109     Successors and Assigns.
 
All covenants and agreements in this Indenture by the Company or the Guarantors, as the case may be, shall bind its or their successors and assigns, whether so expressed or not.
 
SECTION 110     Separability Clause.
 
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
SECTION 111     Benefits of Indenture.
 
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.
 
SECTION 112     Governing Law.
 
This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.
 
SECTION 113     Legal Holidays.
 
In any case where any Interest Payment Date, Redemption Date or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity, provided that no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be to the date of such payment.

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SECTION 114     Counterparts
 
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
SECTION 115     Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and Agents of the Company and the Guarantors.
 
Notwithstanding any other provision of this Indenture or of the Securities of any series or of the Guarantees to the contrary, no recourse shall be had, whether by levy or execution or otherwise, for the payment of any sums due under any Security, including, without limitation, the principal of, premium, if any, or interest payable under any Security, or for the payment or performance of any obligation, covenant or agreement under, or for any claim based on, this Indenture or any Security or otherwise in respect of this Indenture or any Security, against (i) the Company, the Company's assets or against any principal, shareholder, member, officer, director, trustee or employee of the Company or any successor, or (ii) the Guarantors, any partner of any Guarantor, whether limited or general, or any successor of any such partner or any such partner's or successor's assets or against any principal, shareholder, member, officer, director, trustee or employee of any such partner or successor, under any rule of law, statute or constitution, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise, or any principal, shareholder, member, officer, director, trustee or employee of any Guarantor, nor shall any of such parties be personally liable for any such amounts, obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with respect to such amounts, obligations or claims shall be against the Issuer or, in the case of a Guarantee thereof, the Guarantors, as the case may be, and that all such liability of such parties is and is to be, by the acceptance hereof, expressly waived and released as a condition of, and as consideration for, the execution of this Indenture and by the acceptance of the Securities and, if applicable, the Guarantees, by the Holders and as part of the consideration for the issue of the Securities.

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ARTICLE TWO

SECURITY FORMS
 
SECTION 201     Forms Generally.
 
The Securities of each series shall be in substantially the form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.
 
The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.
 
SECTION 202     Form of Face of Security.
 
[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]
 
ORION MARINE GROUP, INC.
 
No. ___________	$_____________	
 	Cusip No. _____________	
 
ORION MARINE GROUP, INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________________, or registered assigns, the principal sum of _____________________________________ Dollars on __________________  [ if this Security is to bear interest prior to Maturity, insert  — , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on __________ and __________ in each year, commencing _____________ and at the Maturity thereof, at the rate of ____% per annum, until the principal hereof is paid or made available for payment,  [ if applicable, insert  — ,  provided  that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand ] . The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, on any Interest Payment Date, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture ] .

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[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. ]
 
[If applicable, insert – This Security is a Guaranteed Security within the meaning of the Indenture.]
 
Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of any payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes payable on a day other than an Interest Payment Date);  provided ,  however , that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and  provided, further , that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture.
 
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or  [ if applicable, insert  – the Guarantee of the Guarantors (as defined on the reverse hereof) or ]  be valid or obligatory for any purpose.
 
IN WITNESS WHEREOF, [if applicable, insert – each of] the Company [if applicable, insert – and the Guarantors have ] [ has ]  caused this instrument to be duly executed under seal.
 
 	 	ORION MARINE GROUP, INC.	
 	 	 	
 	 	By	 	
 	 	 	
Attest:	 	 	

 
 
-15-

 

SECTION 203     Form of Reverse of Security.
 
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of ______________ (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors named therein (herein called the "Guarantors", which term includes any successor guarantor under the Indenture) in respect of any Guaranteed Securities and ______________, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof  [ if applicable, insert  – , [initially] limited in aggregate principal amount to $ [ __________ ]  provided that the Company may, without the consent of any Holder, at any time and from time to time increase the initial principal amount ] .
 
[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' notice by mail,  [ if applicable, insert  — (1) on _______________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ]  at any time  [ if applicable, insert  — on or after _____________, 20___ ] , as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning _______________ of the years indicated,
 
Year	 	Redemption Price	 	Year	 	Redemption Price	

 	 	 	 	 	 	 	

and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption [ (whether through operation of the sinking fund or otherwise) ]  with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]
 
[If applicable, insert — The sinking fund for this series provides for the redemption on ___________ in each year beginning with the year _____ and ending with the year _____ of  [ if applicable, insert  — not less than $________ ("mandatory sinking fund") and not more than ]  $________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through  [ if applicable, insert  — mandatory ]  sinking fund payments may be credited against subsequent  [ if applicable, insert  — mandatory ]  sinking fund payments otherwise required to be made  [ if applicable, insert  — , in the inverse order in which they become due ] . ]

-16-

 

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. ]
 
[If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. ]
 
[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ]
 
[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to —  insert formula for determining the amount . Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate. ]
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, the Guarantors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions (i) permitting the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantors, as the case may be, with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

-17-

 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
 
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
 
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
 
The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
 
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
 
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
 
[If applicable, insert – This Security is [not] a Guaranteed Security within the meaning of, and [is not] subject to the provisions applicable to the Guarantors  [ thereof ]  contained in, the Indenture.   [ Reference is made to Article Fourteen of the Indenture and to the Guarantee endorsed on this Security for a statement of the respective rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. ]]

-18-

 

[If applicable, insert – This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. ]
 
[If applicable, insert – Interest on the principal balance of this Security shall be calculated on the basis of a [ 365- or 366-day year, as appropriate, for the actual number of days elapsed ] [ 360-day year of twelve 30-day months ]]
 
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
 
SECTION 204     Form of Legend for Global Securities.
 
Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:
 
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
 
SECTION 205     Form of Guarantee.
 
If the Securities of any series are entitled to the benefits of Article Fourteen of this Indenture, there shall be endorsed on such Security a guarantee in substantially the following form, or in such other form as shall be established by or pursuant to a Board Resolution or in or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture:

-19-

 

FORM OF GUARANTEE
 
For value received, the undersigned hereby fully and unconditionally guarantees to the Holder of this Security the cash payments in United States dollars of principal of and interest on this Security in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article Fourteen of the Indenture and this Guarantee.  This Guarantee will become effective in accordance with Article Fourteen of the Indenture and its terms shall be evidenced therein.  The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of ____________, by and among Orion Marine Holdings, Inc., the undersigned and __________________________, as Trustee, as amended or supplemented (the "Indenture").
 
The obligations of the undersigned to the Holders of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.
 
THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
 
This Guarantee is subject to release upon the terms set forth in the Indenture.
 
IN WITNESS WHEREOF, the undersigned Guarantors have caused this Guarantee to be duly executed.
 
Dated:	F. MILLER CONSTRUCTION, LLC	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
 	KING FISHER MARINE SERVICE, L.P.	
 	 	
 	By:	KFMSGP, LLC	
 	 	its general partner	
 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 	 	 	 	
 	MISENER MARINE CONSTRUCTION, INC.	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	

-20-

 

 	ORION ADMINISTRATIVE SERVICES, INC.	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
 	ORION CONSTRUCTION, L.P.	
 	 	
 	By:	OCGP, LLC	
 	 	its general partner	
 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 	 	 	 	
 	ORION DREDGING SERVICES, LLC	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
 	SSL SOUTH, LLC	
 	 	
 	By:	ORION DREDGING SERVICES, LLC	
 	 	its sole member	
 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 
SECTION 206     Form of Trustee's Certificate of Authentication.
 
The Trustee's certificates of authentication shall be in substantially the following form:
 
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

 	As Trustee	
 	 	
 	By	 	
 	Authorized Signatory	

-21-

 

ARTICLE THREE
 
THE SECURITIES
 
SECTION 301     Amount Unlimited; Issuable in Series.
 
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
 
The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, if applicable, Guarantors' Board Resolutions (with respect to Guaranteed Securities) and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate and, if applicable, Guarantors' Officers' Certificates (with respect to Guaranteed Securities), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,
 
(1)           the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
 
(2)           any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
 
(3)           the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
 
(4)           the date or dates on which the principal of any Securities of the series is payable;
 
(5)           the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
 
(6)           the place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner in which any payment may be made;
 
(7)           the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

-22-

 

(8)           the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
 
(9)           if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
 
(10)         if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to a financial or economic measure or pursuant to a formula, the manner in which such amounts shall be determined;
 
(11)         if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of "Outstanding" in Section 101;
 
(12)         if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
 
(13)         if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
 
(14)         if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
 
(15)         if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article Thirteen;  provided  that no series of Securities that is convertible for shares of Common Stock or other securities pursuant to Section 301(19) shall be subject to Defeasance pursuant to Section 1302;

-23-

 

(16)         if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any addition to, elimination of or other changes in the circumstances set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
 
(17)         any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;
 
(18)         any addition to, elimination of or other change in the covenants set forth in Article Ten or elsewhere herein which applies to Securities of the series;
 
(19)         the terms and conditions, if any, pursuant to which the Securities are convertible for shares of Common Stock or other securities;
 
(20)         if the Securities of the series are to be Guaranteed Securities; and
 
(21)         any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).
 
All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto.  All Securities of any one series need not be issued at one time and, unless otherwise provided or contemplated by this Section 301 with respect to a series of Securities, additional Securities of a series may be issued at the option of the Company, without the consent of any Holder, at any time and from time to time.
 
If any of the terms of the series are established by action taken pursuant to a Board Resolution or, if applicable, Guarantors' Board Resolutions, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or by the Secretary or Assistant Secretary of the respective Guarantors, as the case may be, and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or Guarantors' Officers' Certificates setting forth the terms of the series.
 
SECTION 302     Denominations.
 
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

-24-

 

SECTION 303     Execution, Authentication, Delivery and Dating.
 
The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary, one of its Assistant Secretaries or other authorized Person of the Company, and if such Securities are Guaranteed Securities, on behalf of each Guarantor by the Chairman of the Board, the President or one of the Vice Presidents of such Guarantor, under the respective corporate or partnership seal of each Guarantor, as the case may be, reproduced thereon attested by the Secretary, one of the Assistant Secretaries or other authorized Person of the Company. The signature of any of these officers on the Securities may be manual or facsimile.
 
Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantors shall bind the Company or the Guarantors, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.
 
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed by the Guarantors, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
 
(1)           if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;
 
(2)           if the terms of such Securities have been established by or pursuant to Board Resolution and, if such Securities are Guaranteed Securities, and the terms thereof have been established by or pursuant to Guarantors' Board Resolutions, as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture;
 
(3)           that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and

-25-

 

(4)           that such Guarantees, when the Securities upon which they shall have been endorsed shall have been authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of each Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
 
If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
 
Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including when the size of an Outstanding series of Securities is increased as contemplated by Section 301, it shall not be necessary to deliver the Officers' Certificate or Guarantors' Officers' Certificates otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.
 
Each Security shall be dated the date of its authentication.
 
No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
 
SECTION 304     Temporary Securities.
 
Pending the preparation of definitive Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, if applicable, having endorsed thereon the Guarantees duly executed by the Guarantors substantially of the tenor of the definitive Guarantees and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities and, if applicable, the Guarantees.

-26-

 

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, and, if applicable, having endorsed thereon the Guarantees duly executed by the Guarantors substantially of the tenor of the definitive Guarantees. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
 
SECTION 305     Registration, Registration of Transfer and Exchange.
 
The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register  maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided.
 
Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
 
At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.
 
All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, if such Securities are Guaranteed Securities, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
 
Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

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No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer.
 
If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
 
The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
 
(1)           Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
 
(2)           Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) the Company so directs the Trustee by Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.
 
(3)           Subject to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
 
(4)           Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

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SECTION 306     Mutilated, Destroyed, Lost and Stolen Securities.
 
If any mutilated Security is surrendered to the Trustee, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount and, if applicable, a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding.
 
If there shall be delivered to the Company, the Guarantors, if applicable, and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and, if applicable, having a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding.
 
In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
 
Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
 
Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company and the Guarantors, if such Securities are Guaranteed Securities, respectively, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.
 
The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
 
SECTION 307     Payment of Interest; Interest Rights Preserved.
 
Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00 p.m., New York City time, on such date.

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Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:
 
(1)           The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).
 
(2)           The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.
 
Except as may be provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security on the day such interest is paid.
 
Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

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SECTION 308     Persons Deemed Owners.
 
Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the Company, the Guarantors or the Trustee shall be affected by notice to the contrary.
 
SECTION 309     Cancellation.
 
All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company or the Guarantors may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantors may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company or the Guarantors have not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.
 
SECTION 310     Computation of Interest.
 
Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.
 
SECTION 311     CUSIP Numbers.
 
The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders, provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Securities.  Any such redemption shall not be affected by any defect in or omission of such numbers.

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ARTICLE FOUR

SATISFACTION AND DISCHARGE
 
SECTION 401     Satisfaction and Discharge of Indenture.
 
This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
 
(1)           either
 
(A)           all Securities theretofore authenticated and delivered (other than (i) Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantors and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or
 
(B)           all such Securities not theretofore delivered to the Trustee for cancellation
 
(i)           have become due and payable, or
 
(ii)           will become due and payable at their Stated Maturity within one year, or
 
(iii)           are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
 
and the Company or the Guarantors, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
 
(2)           the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
 
(3)           the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors, if applicable, to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.
 
SECTION 402     Application of Trust Money.
 
Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantors acting as its or their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.
 
ARTICLE FIVE

REMEDIES
 
SECTION 501     Events of Default.
 
"Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
 
(1)           default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or
 
(2)           default in the payment of the principal of or any premium on any Security of that series at its Maturity; or
 
(3)           default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or
 
(4)           default in the performance, or breach, of any covenant or warranty of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company and the Guarantors by the Trustee or to the Company, the Guarantors and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

 
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(5)           a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company (including a default with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least $15,000,000, or under any mortgage, indenture or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $15,000,000, whether such indebtedness now exists or shall hereafter be created, which default (A) shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or (B) shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without, in the case of Clause (A), such indebtedness having been discharged or without, in the case of Clause (B), such indebtedness having been discharged or such acceleration having been rescinded or annulled, in each such case   within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a "Notice of Default" hereunder;  provided ,  however , that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or
 
(6)           the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or the Guarantors (if any Guaranteed Securities are Outstanding) a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

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(7)           the commencement by the Company or the Guarantors (if any Guaranteed Securities are Outstanding) of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in furtherance of any such action; or
 
(8)           any other Event of Default provided with respect to Securities of that series.
 
SECTION 502     Acceleration of Maturity; Rescission and Annulment.
 
If an Event of Default (other than an Event of Default specified in Section 501(6) or 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee, upon receipt of a request from the Holders of not less than 25% in principal amount of the Outstanding Securities of that series, shall, or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company or the Guarantors (if any Guaranteed Securities are Outstanding) (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(6) or 501(7) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.
 
At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantors (if any Guaranteed Securities are Outstanding) and the Trustee, may rescind and annul such declaration and its consequences if:
 
(1)           the Company or the Guarantors have paid or deposited with the Trustee a sum sufficient to pay:
 
(A)           all overdue interest on all Securities of that series,

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(B)           the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,
 
(C)           to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and
 
(D)           all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
 
and
 
(2)           all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.
 
No such rescission shall affect any subsequent default or impair any right consequent thereon.
 
SECTION 503     Collection of Indebtedness and Suits for Enforcement by Trustee.
 
The Company covenants that if:
 
(1)           default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or
 
(2)           default is made in the payment of  the principal of (or premium, if any, on) any Security at the Maturity thereof,
 
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
 
If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

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SECTION 504     Trustee May File Proofs of Claim.
 
In case of any judicial proceeding relative to the Company, the Guarantors (if any Guaranteed Securities are Outstanding) (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.
 
No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;  provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.
 
SECTION 505     Trustee May Enforce Claims Without Possession of Securities.
 
All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.
 
SECTION 506     Application of Money Collected.
 
Any money collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
 
FIRST:  To the payment of all amounts due the Trustee under Section 607; and
 
SECOND:  To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium  and interest, respectively.

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SECTION 507     Limitation on Suits.
 
No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless
 
(1)           such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;
 
(2)           the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
 
(3)           such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
 
(4)           the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
 
(5)           no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;
 
it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.
 
SECTION 508     Unconditional Right of Holders to Receive Principal, Premium and Interest.
 
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
 
SECTION 509     Restoration of Rights and Remedies.
 
If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

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SECTION 510     Rights and Remedies Cumulative.
 
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
SECTION 511     Delay or Omission Not Waiver.
 
No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 
SECTION 512     Control by Holders.
 
The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series,  provided  that
 
(1)           such direction shall not be in conflict with any rule of law or with this Indenture, and
 
(2)           the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
 
SECTION 513     Waiver of Past Defaults.
 
The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default
 
(1)           in the payment of the principal of or any premium or interest on any Security of such series, or

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(2)           in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.
 
Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
 
SECTION 514     Undertaking for Costs.
 
In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;  provided  that neither this Section 514 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, the Company or the Guarantors.
 
SECTION 515     Waiver of Usury, Stay or Extension Laws.
 
Each of the Company and the Guarantors, in respect of Guaranteed Securities, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and the Guarantors, in respect of Guaranteed Securities (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
ARTICLE SIX

THE TRUSTEE
 
SECTION 601     Certain Duties and Responsibilities.
 
The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

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SECTION 602     Notice of Defaults.
 
If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act;  provided ,  however , that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section 602, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.
 
SECTION 603     Certain Rights of Trustee.
 
Subject to the provisions of Section 601:
 
(1)           the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
 
(2)           any request or direction of the Company or the Guarantors mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or Guarantor Request or Guarantor Order, as the case may be, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution or Guarantors' Board Resolutions, as applicable;
 
(3)           whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate or, if such matter pertains to the Guarantors, Guarantors' Officers' Certificates;
 
(4)           the Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
 
(5)           the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
 
(6)           the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and the Guarantors (if any Guaranteed Securities are Outstanding), personally or by agent or attorney;

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(7)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
 
(8)           the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
 
(9)           the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;
 
(10)           the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder;
 
(11)           the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and
 
(12)           the Trustee may request that each Guarantor deliver Guarantors' Officers' Certificates setting forth the names of individuals and or titles of officers authorized at such time to take specified actions pursuant to this Indenture, each of which Guarantors' Officers' Certificates may be signed by any person authorized to sign a Guarantor's Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
 
SECTION 604     Not Responsible for Recitals or Issuance of Securities.
 
The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company or the Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

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SECTION 605     May Hold Securities.
 
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantors, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company or the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.
 
SECTION 606     Money Held in Trust.
 
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company or the Guarantors, as the case may be.
 
SECTION 607     Compensation and Reimbursement.
 
The Company agrees:
 
(1)           to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
 
(2)           except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
 
(3)           to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability or expense including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.
 
SECTION 608     Conflicting Interests.
 
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

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SECTION 609     Corporate Trustee Required; Eligibility.
 
There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series.  Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.
 
SECTION 610     Resignation and Removal; Appointment of Successor.
 
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.
 
The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.
 
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
 
If at any time:
 
(1)           the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
 
(2)           the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or
 
(3)           the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
 
then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

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If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the Trustee resigning or being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
 
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
 
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.
 
SECTION 611     Acceptance of Appointment by Successor.
 
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such  successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

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In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantors or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.
 
Upon request of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.
 
No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six.
 
SECTION 612     Merger, Conversion, Consolidation or Succession to Business.
 
Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided  such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

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SECTION 613     Preferential Collection of Claims Against Company.
 
If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).
 
SECTION 614     Appointment of Authenticating Agent.
 
The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.
 
Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,  provided  such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
 
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.

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The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 607 as the Company and the Authenticating Agent shall from time to time agree in writing.
 
If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:
 
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

As Trustee	
 	 	
By	   	
 	As Authenticating Agent	
 	 	
By	   	
 	Authorized Signatory	
 
ARTICLE SEVEN
 
HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS
 
SECTION 701     Company and Guarantors to Furnish Trustee Names and Addresses of Holders.
 
The Company and the Guarantors (with respect to Securities of each Series that are Guaranteed Securities) will furnish or cause to be furnished to the Trustee:
 
(1)           semi-annually, not later than March 15 and September 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding March 1 or September 1, as the case may be, and
 
(2)           at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantors (with respect to Securities of each Series that are Guaranteed Securities) of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
 
excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

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SECTION 702     Preservation of Information; Communications to Holders.
 
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.
 
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.
 
Every Holder of Securities, by receiving and holding the same, agrees with the Company, the Guarantors and the Trustee that none of the Company, the Guarantors or the Trustee or any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.
 
SECTION 703     Reports by Trustee.
 
The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.
 
Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted within 60 days after the first date of issuance of Securities and on each anniversary of such date.
 
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company or the Guarantors. The Company will notify the Trustee when any Securities are listed on any stock exchange.
 
SECTION 704     Reports by Company and Guarantors.
 
The Company and, if Guaranteed Securities are Outstanding, the Guarantors, shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act;  provided  that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.  If the Company is not required to file with the Commission information, documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission such reports, if any, as may be prescribed by the Commission at such time.  If any Guarantor, at a time that Guaranteed Securities are Outstanding, is not required to file with the Commission information, documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission such reports, if any, as may be prescribed by the Commission at such time.
 
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ARTICLE EIGHT
 
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
 
SECTION 801     Company and Guarantors May Consolidate, Etc., Only on Certain Terms.
 
The Company and the Guarantors, if Guaranteed Securities are Outstanding, shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and each of the Company and the Guarantors, if Guaranteed Securities are Outstanding, shall not permit any Person to consolidate with or merge into the Company or any Guarantor, as the case may be, or convey, transfer or lease its properties and assets substantially as an entirety to the Company or any Guarantor, as the case may be, unless:
 
(1)           in case the Company or any Guarantor, if Guaranteed Securities are Outstanding, shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or any such Guarantor, as the case may be, is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or any such Guarantor, as the case may be, substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, 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, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed or, as the case may be, the obligations of any such Guarantor under the Guarantee and the performance or observance of every covenant of this Indenture on the part of such Guarantor, to be performed or observed;
 
(2)           immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary of it or any Guarantor or any Subsidiary of it, as applicable, as a result of such transaction as having been incurred by the Company or such Subsidiary or any Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;
 
(3)           if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Guarantor, as the case may be, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Indenture, the Company, such Guarantor or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and
 
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(4)           the Company has or the Guarantors have delivered to the Trustee an Officers' Certificate or Guarantors' Officer's Certificates, as applicable, and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with.
 
SECTION 802     Successor Substituted.
 
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or 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 Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
 
If Guaranteed Securities are Outstanding, upon any consolidation of any Guarantor with, or merger of any Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of any such Guarantor substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture with the same effect as if such successor Person had been named as a Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
 
ARTICLE NINE

SUPPLEMENTAL INDENTURES
 
SECTION 901     Supplemental Indentures Without Consent of Holders.
 
Without the consent of any Holders, the Company (when authorized by a Board Resolution), the Guarantors (when authorized by Guarantors' Board Resolutions), and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
 
(1)           to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantors, as the case may be, contained herein and in the Securities; or
 
(2)           to add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantors; or
 
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(3)           to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
 
(4)           to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
 
(5)           to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,  provided  that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or
 
(6)           to secure the Securities pursuant to the provisions of Section 801(3) or otherwise; or
 
(7)           to establish the form or terms of Securities of any series and the Guarantees thereof as permitted by Sections 201 and 301; or
 
(8)           to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or
 
(9)           to add Guarantees to the Securities of any series to which the Guarantees shall not have already been attached; or
 
(10)           to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or
 
(11)           to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture,  provided  that such action pursuant to this Clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.
 
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SECTION 902     Supplemental Indentures With Consent of Holders.
 
With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantors (if the Securities are Guaranteed Securities) and the Trustee, the Company (when authorized by a Board Resolution), the Guarantors (when authorized by Guarantors' Board Resolutions) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;  provided , however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,
 
(1)           change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
 
(2)           reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
 
(3)           modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions of the obligations of the Guarantors in respect of the due and punctual payment of principal of, or any premium or interest on, or any sinking fund requirements, with respect to Guaranteed Securities, or
 
(4)           modify any of the provisions of this Section 902, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;  provided ,  however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 902 and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).
 
A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
 
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It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
 
The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto.  If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date;  provided , that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
 
SECTION 903     Execution of Supplemental Indentures.
 
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.
 
SECTION 904     Effect of Supplemental Indentures.
 
Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
 
SECTION 905     Conformity with Trust Indenture Act.
 
Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act.
 
SECTION 906     Reference in Securities to Supplemental Indentures.
 
Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Guarantors shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company or the Guarantors, to any such supplemental indenture may be prepared and executed by the Company and the Guarantors, if such Securities are Guaranteed Securities, the Guarantees of the Guarantors, if applicable, may be duly endorsed thereon, and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.
 
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ARTICLE TEN

COVENANTS
 
SECTION 1001     Payment of Principal, Premium and Interest.
 
The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.
 
SECTION 1002     Maintenance of Office or Agency.
 
The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.
 
The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided ,  however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
 
With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where Successor Securities may be delivered in exchange therefor,  provided, however , that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.
 
SECTION 1003     Money for Securities Payments to Be Held in Trust.
 
If the Company or the Guarantors shall at any time act as its or their own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
 
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Whenever the Company or the Guarantors, as the case may be, shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company or Guarantors have deposited any trust funds with a trustee pursuant to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company or the Guarantors, as the case may be, will promptly notify the Trustee of its action or failure so to act.
 
The Company or the Guarantors, as the case may be, will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.
 
The Company or the Guarantors, as the case may be, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order or Guarantor Order, as applicable, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or the Guarantors, as the case may be, or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or the Guarantors, as the case may be, or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
 
Any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantors, as the case may be, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company or the Guarantors, as the case may be, on Company Request or Guarantor Request, as applicable, or (if then held by the Company or the Guarantors, as the case may be) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantors, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or the Guarantors, as the case may be, as trustee thereof, shall thereupon cease;  provided ,  however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company or the Guarantors, as the case may be, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantors, as the case may be.
 
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SECTION 1004     Statement by Officers as to Default.
 
The Company and the Guarantors, if Guaranteed Securities are Outstanding, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company or the Guarantors, as the case may be, ending after the date hereof, an Officers' Certificate or Guarantors' Officers' Certificates, as applicable, stating whether or not to the best knowledge of the signers thereof the Company is or the Guarantors, as the case may be, are in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or the Guarantors shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.
 
SECTION 1005     Existence.
 
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises;  provided ,  however , that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of Outstanding Securities.
 
SECTION 1006     Maintenance of Properties.
 
The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;  provided ,  however , that nothing in this Section 1006 shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders of Outstanding Securities.
 
SECTION 1007     Payment of Taxes and Other Claims.
 
The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;  provided ,  however , that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
 
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SECTION 1008     Insurance.
 
The Company will cause each of its properties and each of the properties of its Subsidiaries which are of an insurable nature to be insured against loss of damage with insurers of recognized responsibility, in commercially reasonable amounts and types.
 
SECTION 1009     Provision of Financial Information.
 
Whether or not the Company is subject to Section 13 or Section 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act (the "Financial Statements") if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject.
 
The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports and quarterly reports that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject to such Sections, and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject to such Sections and (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder.
 
SECTION 1010     Waiver of Certain Covenants.
 
Except as otherwise specified as contemplated by Section 301 for Securities of a specific series, the Company and the Guarantors, as the case may be, may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series, in Article Eight, or in any of Sections 1005 to 1009, inclusive, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company or the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.
 
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SECTION 1011     Calculation of Original Issue Discount.
 
The Company shall file with the Trustee promptly following the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year, but only if as of the end of such year Securities issued at an original issue discount are then Outstanding.
 
ARTICLE ELEVEN

REDEMPTION OF SECURITIES
 
SECTION 1101     Applicability of Article.
 
Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article Eleven.
 
SECTION 1102     Election to Redeem; Notice to Trustee.
 
The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.
 
SECTION 1103     Selection by Trustee of Securities to Be Redeemed.
 
If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series,  provided  that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.
 
The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.
 
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The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.
 
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
 
SECTION 1104     Notice of Redemption.
 
Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, with a copy to the Trustee and any Paying Agent.
 
All notices of redemption shall identify the Securities to be redeemed, including CUSIP number, if any, and shall state:
 
(1)           the Redemption Date,
 
(2)           the Redemption Price,
 
(3)           if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,
 
(4)           that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,
 
(5)           the place or places where each such Security is to be surrendered for payment of the Redemption Price, and
 
(6)           that the redemption is for a sinking fund, if such is the case.
 
Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request made to the Trustee at least 35 days prior to the Redemption Date, by the Trustee in the name and at the expense of the Company and shall be irrevocable.

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SECTION 1105     Deposit of Redemption Price.
 
Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date.
 
SECTION 1106     Securities Payable on Redemption Date.
 
Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date;  provided ,  however , that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.
 
If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.
 
SECTION 1107     Securities Redeemed in Part.
 
Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.
 
ARTICLE TWELVE
 
SINKING FUNDS
 
SECTION 1201     Applicability of Article.
 
The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

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The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an "optional sinking fund payment". If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.
 
SECTION 1202     Satisfaction of Sinking Fund Payments with Securities.
 
The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided  that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.
 
SECTION 1203     Redemption of Securities for Sinking Fund.
 
Not less than 60 days prior to each sinking fund payment date for any Securities, the Company  will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 nor more than 45 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.
 
ARTICLE THIRTEEN
 
DEFEASANCE AND COVENANT DEFEASANCE
 
SECTION 1301     Company's Option to Effect Defeasance or Covenant Defeasance.
 
If applicable to a particular series of Securities, the Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article Thirteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

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SECTION 1302     Defeasance and Discharge.
 
Upon the Company's exercise of its option (if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the case may be, the Company and the Guarantors (with respect to Guaranteed Securities) shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company and the Guarantors (with respect to Guaranteed Securities) shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company's obligations with respect to such Securities and the Guarantors' obligations with respect to Guaranteed Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article Thirteen. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any applicable Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.
 
SECTION 1303     Covenant Defeasance.
 
Upon the Company's exercise of its option (if any) to have this Section 1303 applied to any applicable series of Securities or any Securities of such series, as the case may be, (1) each of the Company and the Guarantors (with respect to Guaranteed Securities) shall be released from its obligations under Section 801(3), Sections 1005 through 1009, inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1009, inclusive, and any such covenants provided pursuant to Sections 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company and the Guarantors (with respect to Guaranteed Securities) may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

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SECTION 1304     Conditions to Defeasance or Covenant Defeasance.
 
The following shall be the conditions to the application of Section 1302 or Section 1303 to any applicable series of Securities or any Securities of such series, as the case may be:
 
(1)           The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held,  provided  that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
 
(2)           In the event of an election to have Section 1302 apply to any applicable series of Securities or any Securities of such series, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

-64-

 

(3)           In the event of an election to have Section 1303 apply to any applicable series of Securities or any Securities of such series, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.
 
(4)           The Company shall have delivered to the Trustee an Officers' Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
 
(5)           No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6) and (7), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).
 
(6)           Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of the Trust Indenture Act).
 
(7)           Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.
 
(8)           Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.
 
(9)           The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
 
SECTION 1305     Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
 
Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

-65-

 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.
 
Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.
 
SECTION 1306     Reinstatement.
 
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article Thirteen;  provided , however , that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.
 
ARTICLE FOURTEEN
 
GUARANTEE
 
SECTION 1401     The Guarantee
 
The Guarantee set forth in this Article Fourteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301.  Each Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, such Guaranteed Security, whether at Stated Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Guaranteed Security and this Indenture.  In case of the failure of the Company punctually to pay any such principal, premium, interest or any additional amounts, each 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, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company.

-66-

 

Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any additional amounts required with respect to, the Guaranteed Securities and the complete performance of all other payment obligations contained in the Guaranteed Securities.
 
This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the Company or the Guarantors upon the bankruptcy, liquidation or reorganization of the Company, the Guarantors or otherwise.
 
The Guarantors shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee;  provided, however , that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on, and any additional amounts required with respect to, all Guaranteed Securities shall have been paid in full.

-67-

 

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first above written.
 
 	THE COMPANY	
 	 	
 	ORION MARINE HOLDINGS, INC.	
 	 	
 	By	 	
 
Attest:
 
______________________________

 	THE GUARANTORS	
 	 	
 	F. MILLER CONSTRUCTION, LLC	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 
Attest:
 
______________________________

 	KING FISHER MARINE SERVICE, L.P.	
 	 	
 	By:	KFMSGP, LLC	
 	 	its general partner	
 	 	 	
 	 	By:	 	
 	 	Name:
Title:	 	
 
Attest:
 
______________________________

-68-

 
 
 	MISENER MARINE CONSTRUCTION,
INC.	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	
 
Attest:
 
______________________________

 	ORION ADMINISTRATIVE SERVICES,
INC.	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	
 
Attest:
 
______________________________
 
 	ORION DREDGING SERVICES, LLC	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	
 
Attest:
 
______________________________

-69-

 
 
 	SSL SOUTH, LLC	
 	 	 	
 	By:	ORION DREDGING SERVICES,
LLC	
 	 	its sole member	
 	 	 	
 	 	By:	 	
 	 	Name:	
 	 	Title:	
 
Attest:
 
______________________________
 
 	THE TRUSTEE	
 	 	
 	[●]	
 	 	
 	By	 	
 
Attest:
 
______________________________

-70-

 

Exhibit 4.5

 
 
Orion Marine Holdings, Inc.

As Issuer

The Guarantors Party Hereto

As Guarantors
 
TO

 
As Trustee

INDENTURE
 
Dated as of _____________

SUBORDINATED DEBT SECURITIES

 

 

Trust Indenture
Act Section	 	Indenture
Section	
 	 	 	
§ 310	(a)(1)	 	609	
 	(a)(2)	 	609	
 	(a)(3)	 	Not Applicable	
 	(a)(4)	 	Not Applicable	
 	(b)	 	608	
 	 	 	610	
§ 311	(a)	 	613	
 	(b)	 	613	
§ 312	(a)	 	701	
 	 	 	702	
 	(b)	 	702	
 	(c)	 	702	
§ 313	(a)	 	703	
 	(b)	 	703	
 	(c)	 	703	
 	(d)	 	703	
§ 314	(a)	 	704	
 	(a)(4)	 	101	
 	 	 	1004	
 	(b)	 	Not Applicable	
 	(c)(1)	 	102	
 	(c)(2)	 	102	
 	(c)(3)	 	Not Applicable	
 	(d)	 	Not Applicable	
 	(e)	 	102	
§ 315	(a)	 	601	
 	(b)	 	602	
 	(c)	 	601	
 	(d)	 	601	
 	(e)	 	514	
§ 316	(a)	 	101	
 	(a)(1)(A)	 	502	
 	 	 	512	
 	(a)(1)(B)	 	513	
 	(a)(2)	 	Not Applicable	
 	(b)	 	508	
 	(c)	 	104	
§ 317	(a)(1)	 	503	
 	(a)(2)	 	504	
 	(b)	 	1003	
§ 318	(a)	  	107	
 
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

-i-

 
 
TABLE OF CONTENTS

 	 	 	Page	
 	 	 	 	
ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1	
 	 	 	 	
Section 101	Definitions	 	1	
Section 102	Compliance Certificates and Opinions	 	8	
Section 103	Form of Documents Delivered to Trustee	 	9	
Section 104	Acts of Holders; Record Dates	 	9	
Section 105	Notices, Etc., to Trustee, Company and the Guarantors	 	11	
Section 106	Notice to Holders; Waiver	 	12	
Section 107	Conflict with Trust Indenture Act	 	12	
Section 108	Effect of Headings and Table of Contents	 	12	
Section 109	Successors and Assigns	 	12	
Section 110	Separability Clause	 	12	
Section 111	Benefits of Indenture	 	13	
Section 112	Governing Law	 	13	
Section 113	Legal Holidays	 	13	
Section 114	Counterparts	 	13	
Section 115	Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and Agents of the Company and the Guarantors	 	13	
 	 	 	 	
ARTICLE TWO	SECURITY FORMS	 	14	
 	 	 	 	
Section 201	Forms Generally	 	14	
Section 202	Form of Face of Security	 	14	
Section 203	Form of Reverse of Security	 	16	
Section 204	Form of Legend for Global Securities	 	19	
Section 205	Form of Guarantee	 	20	
Section 206	Form of Trustee's Certificate of Authentication	 	22	
 	 	 	 	
ARTICLE THREE	THE SECURITIES	 	22	
 	 	 	 	
Section 301	Amount Unlimited; Issuable in Series	 	22	
Section 302	Denominations	 	25	
Section 303	Execution, Authentication, Delivery and Dating	 	25	
Section 304	Temporary Securities	 	27	
Section 305	Registration, Registration of Transfer and Exchange	 	27	
Section 306	Mutilated, Destroyed, Lost and Stolen Securities	 	29	
Section 307	Payment of Interest; Interest Rights Preserved	 	30	
Section 308	Persons Deemed Owners	 	31	
Section 309	Cancellation	 	31	
Section 310	Computation of Interest	 	32	
Section 311	CUSIP Numbers	 	32	
 	 	 	 	
ARTICLE FOUR	SATISFACTION AND DISCHARGE	 	32	
 	 	 	 	
Section 401	Satisfaction and Discharge of Indenture	 	32	
 
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

-ii-

 

TABLE OF CONTENTS
(continued)
 
 	 	 	Page	

Section 402	Application of Trust Money	 	33	
 	 	 	 	
ARTICLE FIVE	REMEDIES	 	33	
 	 	 	 	
Section 501	Events of Default	 	33	
Section 502	Acceleration of Maturity; Rescission and Annulment	 	35	
Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	 	37	
Section 504	Trustee May File Proofs of Claim	 	37	
Section 505	Trustee May Enforce Claims Without Possession of Securities	 	38	
Section 506	Application of Money Collected	 	38	
Section 507	Limitation on Suits	 	38	
Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	39	
Section 509	Restoration of Rights and Remedies	 	39	
Section 510	Rights and Remedies Cumulative	 	39	
Section 511	Delay or Omission Not Waiver	 	39	
Section 512	Control by Holders	 	40	
Section 513	Waiver of Past Defaults	 	40	
Section 514	Undertaking for Costs	 	40	
Section 515	Waiver of Usury, Stay or Extension Laws	 	40	
 	 	 	 	
ARTICLE SIX	THE TRUSTEE	 	41	
 	 	 	 	
Section 601	Certain Duties and Responsibilities	 	41	
Section 602	Notice of Defaults	 	41	
Section 603	Certain Rights of Trustee	 	41	
Section 604	Not Responsible for Recitals or Issuance of Securities	 	43	
Section 605	May Hold Securities	 	43	
Section 606	Money Held in Trust	 	43	
Section 607	Compensation and Reimbursement	 	43	
Section 608	Conflicting Interests	 	44	
Section 609	Corporate Trustee Required; Eligibility	 	44	
Section 610	Resignation and Removal; Appointment of Successor	 	44	
Section 611	Acceptance of Appointment by Successor	 	46	
Section 612	Merger, Conversion, Consolidation or Succession to Business	 	47	
Section 613	Preferential Collection of Claims Against Company	 	47	
Section 614	Appointment of Authenticating Agent	 	47	
 	 	 	 	
ARTICLE SEVEN	HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS	 	49	
 	 	 	 	
Section 701	Company and Guarantors to Furnish Trustee Names and Addresses of Holders	 	49	
Section 702	Preservation of Information; Communications to Holders	 	49	
Section 703	Reports by Trustee	 	49	

-iii-

 

TABLE OF CONTENTS
(continued)
 	 	 	Page	

Section 704	Reports by Company and Guarantors	 	50	
 	 	 	 	
ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	50	
 	 	 	 	
Section 801	Company and Guarantors May Consolidate, Etc., Only on Certain Terms	 	50	
Section 802	Successor Substituted	 	51	
 	 	 	 	
ARTICLE NINE	SUPPLEMENTAL INDENTURES	 	52	
 	 	 	 	
Section 901	Supplemental Indentures Without Consent of Holders	 	52	
Section 902	Supplemental Indentures With Consent of Holders	 	53	
Section 903	Execution of Supplemental Indentures	 	54	
Section 904	Effect of Supplemental Indentures	 	55	
Section 905	Conformity with Trust Indenture Act	 	55	
Section 906	Reference in Securities to Supplemental Indentures	 	55	
 	 	 	 	
ARTICLE TEN	COVENANTS	 	55	
 	 	 	 	
Section 1001	Payment of Principal, Premium and Interest	 	55	
Section 1002	Maintenance of Office or Agency	 	55	
Section 1003	Money for Securities Payments to Be Held in Trust	 	56	
Section 1004	Statement by Officers as to Default	 	57	
Section 1005	Existence	 	57	
Section 1006	Maintenance of Properties	 	58	
Section 1007	Payment of Taxes and Other Claims	 	58	
Section 1008	Insurance	 	58	
Section 1009	Provision of Financial Information	 	58	
Section 1010	Waiver of Certain Covenants	 	59	
Section 1011	Calculation of Original Issue Discount	 	59	
 	 	 	 	
ARTICLE ELEVEN	REDEMPTION OF SECURITIES	 	59	
 	 	 	 	
Section 1101	Applicability of Article	 	59	
Section 1102	Election to Redeem; Notice to Trustee	 	60	
Section 1103	Selection by Trustee of Securities to Be Redeemed	 	60	
Section 1104	Notice of Redemption	 	60	
Section 1105	Deposit of Redemption Price	 	61	
Section 1106	Securities Payable on Redemption Date	 	61	
Section 1107	Securities Redeemed in Part	 	62	
 	 	 	 	
ARTICLE TWELVE	SINKING FUNDS	 	62	
 	 	 	 	
Section 1201	Applicability of Article	 	62	
Section 1202	Satisfaction of Sinking Fund Payments with Securities	 	62	
Section 1203	Redemption of Securities for Sinking Fund	 	63	

-iv-

 

TABLE OF CONTENTS
(continued)
 
 	 	 	Page	
 	 	 	 	
ARTICLE THIRTEEN 	DEFEASANCE AND COVENANT DEFEASANCE 	 	63	
 	 	 	 	
Section 1301	Company's Option to Effect Defeasance or Covenant Defeasance	 	63	
Section 1302	Defeasance and Discharge	 	63	
Section 1303	Covenant Defeasance	 	64	
Section 1304	Conditions to Defeasance or Covenant Defeasance	 	64	
Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	66	
Section 1306	Reinstatement	 	67	
 	 	 	 	
ARTICLE FOURTEEN	GUARANTEE	 	67	
 	 	 	 	
Section 1401	The Guarantee	 	67	
 	 	 	 	
ARTICLE FIFTEEN	SUBORDINATION OF SECURITIES	 	68	
 	 	 	 	
Section 1501	Securities Subordinate to Senior Debt	 	68	
Section 1502	Payment Over of Proceeds Upon Dissolution, Etc	 	68	
Section 1503	Prior Payment to Senior Debt upon Acceleration of Securities	 	69	
Section 1504	No Payment When Senior Debt in Default	 	70	
Section 1505	Payment Permitted in Certain Situations	 	70	
Section 1506	Subrogation to Rights of Holders of Senior Debt	 	71	
Section 1507	Provisions Solely to Define Relative Rights	 	71	
Section 1508	Trustee to Effectuate Subordination	 	71	
Section 1509	No Waiver of Subordination Provisions	 	72	
Section 1510	Notice to Trustee	 	72	
Section 1511	Reliance on Judicial Order or Certificate of Liquidating Agent	 	73	
Section 1512	Trustee Not Fiduciary for Holders of Senior Debt	 	73	
Section 1513	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights	 	73	
Section 1514	Article Applicable to Paying Agents	 	73	

-v-

 

INDENTURE, dated as of ___________, between Orion Marine Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 12550 Fuqua St., Houston, Texas 77034, the subsidiary guarantors party hereto (the "Guarantors") and ________________________, a _________________ duly organized and existing under the laws of ____________________, as Trustee (herein called the "Trustee").
 
RECITALS OF THE COMPANY
 
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided;
 
WHEREAS, the Guarantors, through the Company, have duly authorized the execution and delivery of this Indenture to provide for the guarantee time to time of the Company's Securities (herein called the "Guarantee"); and
 
WHEREAS, all things necessary to make this Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been done.
 
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
 
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:
 
ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
 
SECTION 101     Definitions.
 
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:
 
(1)           the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular;
 
(2)           all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
 
(3)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

 

 
 
(4)           unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and
 
(5)           the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
 
"Act", when used with respect to any Holder, has the meaning specified in Section 104.
 
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
 
"Applicable Procedures" of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time.
 
"Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.
 
"Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board.
 
"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
 
"Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.
 
"Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

-2-

 
 
"Common Stock" means the common stock, par value $0.01 per share, of the Company.
 
"Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person.
 
"Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.
 
"Corporate Trust Office" means the principal office of the Trustee in ______________________ at which at any particular time its corporate trust business shall be administered.
 
"corporation" means a corporation, association, company, limited liability company, joint-stock company or business trust.
 
"Covenant Defeasance" has the meaning specified in Section 1303.
 
"Defaulted Interest" has the meaning specified in Section 307.
 
"Defeasance" has the meaning specified in Section 1302.
 
"Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person that is designated to act as Depositary for such Securities as contemplated by Section 301.
 
"Event of Default" has the meaning specified in Section 501.
 
"Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.
 
"Expiration Date" has the meaning specified in Section 104.
 
"Global Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).
 
"Guarantee" means the unconditional guarantee of the payment of the principal of, or any premium or interest on, the Guaranteed Securities by one or more Guarantors, as more fully set forth in Article Fourteen.
 
"Guaranteed Securities" means a series of Securities made subject to a Guarantee (as set forth in Article Fourteen) pursuant to Section 301.

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"Guarantor" means each Person named as a "Guarantor" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor Person.
 
"Guarantors' Board Resolutions" mean copies of the respective resolutions certified by the respective Secretary or an Assistant Secretary of the respective Guarantors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.
 
"Guarantors' Officers' Certificates" means the respective certificates signed by any two Officers or by any Officer and an Assistant Treasurer or an Assistant Secretary of the respective Guarantors or any Person designated by an Officer in writing as authorized to execute and deliver each such certificate, and delivered to the Trustee.  One of the Officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of such Guarantor.
 
"Guarantor Request" or "Guarantor Order" means a written request or order signed in the name of each Guarantor by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of each Guarantor, and delivered to the Trustee.
 
"Holder" means a Person in whose name a Security is registered in the Security Register.
 
"Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 301.
 
"interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
 
"Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.
 
"Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
 
"Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

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"Notice of Default" means a written notice of the kind specified in Section 501(4) or 501(5).
 
"Officers' Certificate" means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary or any person designated by an Officer in writing as authorized to execute and deliver such certificate, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.
 
"Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company or the Guarantors, as the case may be.
 
"Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.
 
"Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture,  except :
 
(1)           Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
 
(2)           Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or the Guarantors) in trust or set aside and segregated in trust by the Company or the Guarantors (if the Company or the Guarantors shall act as its or their own Paying Agent) for the Holders of such Securities;  provided  that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
 
(3)           Securities as to which Defeasance has been effected pursuant to Section 1302; and
 
(4)           Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

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provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company, the Guarantors or any other obligor upon the Securities or any Affiliate of the Company, the Guarantors or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company, the Guarantors or any other obligor upon the Securities or any Affiliate of the Company, the Guarantors or of such other obligor.
 
"Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.
 
"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
"Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.
 
"Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.
 
"Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
 
"Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

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"Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.
 
"Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.
 
"Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.
 
"Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
 
"Security Register" and "Security Registrar" have the respective meanings specified in Section 305.
 
"Senior Debt" means the principal of (and premium, if any) and interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent that such claim for post-petition interest is allowed in such proceeding) on all indebtedness of the Company (including indebtedness of others guaranteed by the Company), other than the Securities, whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, which is (i) for money borrowed, (ii) evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind or (iii) obligations of the Company as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles or leases of property or assets made as part of any sale and lease-back transaction to which the Company is a party, including amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation, unless in any case in the instrument creating or evidencing any such indebtedness or obligation or pursuant to which the same is outstanding it is provided that such indebtedness or obligation is not superior in right of payment to the Securities.
 
"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.
 
"Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.
 
"Subsidiary" means, with respect to any Person, a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries of such Person.  For the purposes of this definition, "voting stock" means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

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"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;  provided ,  however , that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
 
"Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.
 
"U.S. Government Obligation" has the meaning specified in Section 1304.
 
"Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president".
 
SECTION 102     Compliance Certificates and Opinions.
 
Upon any application or request by the Company or the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantors, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or Guarantors' Officers' Certificates, if to be given by the Guarantors, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.
 
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include,
 
(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
 
(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
 
(3)           a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
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(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
 
SECTION 103     Form of Documents Delivered to Trustee.
 
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
 
Any certificate or opinion of an officer of the Company or any Guarantor, as the case may be, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
 
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
 
SECTION 104     Acts of Holders; Record Dates.
 
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and to the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company and the Guarantors, if made in the manner provided in this Section 104.
 
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
 
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The ownership of Securities shall be proved by the Security Register.
 
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.
 
The Company may, in the circumstances permitted by the Trust Indenture Act, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series,  provided  that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date;  provided  that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
 
The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;  provided  that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
 
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With respect to any record date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided  that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.
 
Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.
 
SECTION 105     Notices, Etc., to Trustee, Company and the Guarantors.
 
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,
 
(1)           the Trustee by any Holder, by the Company or by the Guarantors shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention:_______________________, or
 
(2)           the Company or the Guarantors by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantors, as the case may be, addressed to such party at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company or the Guarantors, as the case may be.
 
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SECTION 106     Notice to Holders; Waiver.
 
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
 
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.
 
Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
 
SECTION 107     Conflict with Trust Indenture Act.
 
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.
 
SECTION 108     Effect of Headings and Table of Contents.
 
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
 
SECTION 109     Successors and Assigns.
 
All covenants and agreements in this Indenture by the Company or the Guarantors, as the case may be, shall bind its or their successors and assigns, whether so expressed or not.
 
SECTION 110     Separability Clause.
 
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
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SECTION 111     Benefits of Indenture.
 
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.
 
SECTION 112     Governing Law.
 
This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.
 
SECTION 113     Legal Holidays.
 
In any case where any Interest Payment Date, Redemption Date or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity, provided that no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be to the date of such payment.
 
SECTION 114     Counterparts
 
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
SECTION 115     Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and Agents of the Company and the Guarantors.
 
Notwithstanding any other provision of this Indenture or of the Securities of any series or of the Guarantees to the contrary, no recourse shall be had, whether by levy or execution or otherwise, for the payment of any sums due under any Security, including, without limitation, the principal of, premium, if any, or interest payable under any Security, or for the payment or performance of any obligation, covenant or agreement under, or for any claim based on, this Indenture or any Security or otherwise in respect of this Indenture or any Security, against (i) the Company, the Company's assets or against any principal, shareholder, member, officer, director, trustee or employee of the Company or any successor, or (ii) the Guarantors, any partner of any Guarantor, whether limited or general, or any successor of any such partner or any such partner's or successor's assets or against any principal, shareholder, member, officer, director, trustee or employee of any such partner or successor, under any rule of law, statute or constitution, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise, or any principal, shareholder, member, officer, director, trustee or employee of any Guarantor, nor shall any of such parties be personally liable for any such amounts, obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with respect to such amounts, obligations or claims shall be against the Issuer or, in the case of a Guarantee thereof, the Guarantors, as the case may be, and that all such liability of such parties is and is to be, by the acceptance hereof, expressly waived and released as a condition of, and as consideration for, the execution of this Indenture and by the acceptance of the Securities and, if applicable, the Guarantees, by the Holders and as part of the consideration for the issue of the Securities.
 
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ARTICLE TWO
 
SECURITY FORMS
 
SECTION 201     Forms Generally.
 
The Securities of each series shall be in substantially the form set forth in this Article Two, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.
 
The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.
 
SECTION 202     Form of Face of Security.
 
[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]
 
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ORION MARINE GROUP, INC.
 
No. ___________	$_____________	
 	Cusip No. _____________	
 
ORION MARINE GROUP, INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________________, or registered assigns, the principal sum of _____________________________________ Dollars on __________________  [ if this Security is to bear interest prior to Maturity, insert  — , and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on __________ and __________ in each year, commencing _____________ and at the Maturity thereof, at the rate of ____% per annum, until the principal hereof is paid or made available for payment,  [ if applicable, insert  — ,  provided  that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand ] . The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______________ or _____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, on any Interest Payment Date, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture ] .
 
[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. ]
 
[If applicable, insert – This Security is a Guaranteed Security within the meaning of the Indenture.]
 
Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of any payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes payable on a day other than an Interest Payment Date);  provided ,  however , that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and  provided, further , that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture.
 
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
-15-

 
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or  [ if applicable, insert  – the Guarantee of the Guarantors (as defined on the reverse hereof) or ]  be valid or obligatory for any purpose.
 
IN WITNESS WHEREOF, [if applicable, insert – each of] the Company [if applicable, insert – and the Guarantors have ] [ has ]  caused this instrument to be duly executed under seal.
 
ORION MARINE GROUP, INC.	
 	 	
By	 	
 
Attest:	

 
SECTION 203     Form of Reverse of Security.
 
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of ______________ (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors named therein (herein called the "Guarantors", which term includes any successor guarantor under the Indenture) in respect of any Guaranteed Securities and ______________, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof  [ if applicable, insert  – , [initially] limited in aggregate principal amount to $ [ __________ ]  provided that the Company may, without the consent of any Holder, at any time and from time to time increase the initial principal amount ] .
 
[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' notice by mail,  [ if applicable, insert  — (1) on _______________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ]  at any time  [ if applicable, insert  — on or after _____________, 20___ ] , as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning _______________ of the years indicated,
 
Year	 	Redemption Price	 	Year	 	Redemption Price	

 	 	 	 	 	 	 	

-16-

 
and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemption [ (whether through operation of the sinking fund or otherwise) ]  with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]
 
[If applicable, insert — The sinking fund for this series provides for the redemption on ___________ in each year beginning with the year _____ and ending with the year _____ of  [ if applicable, insert  — not less than $________ ("mandatory sinking fund") and not more than ]  $________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through  [ if applicable, insert  — mandatory ]  sinking fund payments may be credited against subsequent  [ if applicable, insert  — mandatory ]  sinking fund payments otherwise required to be made  [ if applicable, insert  — , in the inverse order in which they become due ] . ]
 
[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. ]
 
The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that to the extent and in the manner set forth in Article Fifteen of the Indenture, the indebtedness represented by the Securities and the payment of principal (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.
 
[If applicable, insert — The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. ]
 
[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ]
 
[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to —  insert formula for determining the amount . Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate. ]
 
-17-

 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, the Guarantors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions (i) permitting the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantors, as the case may be, with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
 
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
 
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
 
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
 
-18-

 
The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
 
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
 
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
 
[If applicable, insert – This Security is [not] a Guaranteed Security within the meaning of, and [is not] subject to the provisions applicable to the Guarantors  [ thereof ]  contained in, the Indenture.   [ Reference is made to Article Fourteen of the Indenture and to the Guarantee endorsed on this Security for a statement of the respective rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. ]]
 
[If applicable, insert – This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. ]
 
[If applicable, insert – Interest on the principal balance of this Security shall be calculated on the basis of a [ 365- or 366-day year, as appropriate, for the actual number of days elapsed ] [ 360-day year of twelve 30-day months ]]
 
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
 
SECTION 204     Form of Legend for Global Securities.
 
Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:
 
-19-

 
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
 
SECTION 205     Form of Guarantee.
 
If the Securities of any series are entitled to the benefits of Article Fourteen of this Indenture, there shall be endorsed on such Security a guarantee in substantially the following form, or in such other form as shall be established by or pursuant to a Board Resolution or in or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture:
 
FORM OF GUARANTEE
 
For value received, the undersigned hereby fully and unconditionally guarantees to the Holder of this Security the cash payments in United States dollars of principal of and interest on this Security in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article Fourteen of the Indenture and this Guarantee.  This Guarantee will become effective in accordance with Article Fourteen of the Indenture and its terms shall be evidenced therein.  The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of ____________, by and among Orion Marine Holdings, Inc., the undersigned and __________________________, as Trustee, as amended or supplemented (the "Indenture").
 
The obligations of the undersigned to the Holders of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.
 
THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
 
This Guarantee is subject to release upon the terms set forth in the Indenture.
 
IN WITNESS WHEREOF, the undersigned Guarantors have caused this Guarantee to be duly executed.
 
-20-

 
Dated:	F. MILLER CONSTRUCTION, LLC	
 	 	 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	 	
 	KING FISHER MARINE SERVICE, L.P.	
 	 	 	 	
 	By:	KFMSGP, LLC	
 	 	its general partner	
 	 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 	 	 	 	
 	MISENER MARINE CONSTRUCTION, INC.	
 	 	 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	 	
 	ORION ADMINISTRATIVE SERVICES, INC.	
 	 	 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	 	
 	ORION CONSTRUCTION, L.P.	
 	 	 	 	
 	By:	OCGP, LLC	
 	 	its general partner	
 	 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 	 	 	 	
 	ORION DREDGING SERVICES, LLC	
 	 	 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	 	
 	SSL SOUTH, LLC	
 	 	 	 	
 	By:  	ORION DREDGING SERVICES, LLC	
 	 	its sole member	
 	 	 	 	
 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	

-21-

 

SECTION 206     Form of Trustee's Certificate of Authentication.
 
The Trustee's certificates of authentication shall be in substantially the following form:
 
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

 	As Trustee	

 	By	 	
 	 	Authorized Signatory	
 
ARTICLE THREE
 
THE SECURITIES
 
SECTION 301     Amount Unlimited; Issuable in Series.
 
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
 
The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, if applicable, Guarantors' Board Resolutions (with respect to Guaranteed Securities) and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate and, if applicable, Guarantors' Officers' Certificates (with respect to Guaranteed Securities), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,
 
(1)           the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
 
(2)           any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
 
(3)           the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

-22-

 

(4)           the date or dates on which the principal of any Securities of the series is payable;
 
(5)           the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
 
(6)           the place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner in which any payment may be made;
 
(7)           the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
 
(8)           the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
 
(9)           if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
 
(10)         if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to a financial or economic measure or pursuant to a formula, the manner in which such amounts shall be determined;
 
(11)         if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of "Outstanding" in Section 101;
 
(12)         if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

-23-

 

(13)         if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
 
(14)         if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
 
(15)         if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article Thirteen;  provided  that no series of Securities that is convertible for shares of Common Stock or other securities pursuant to Section 301(19) shall be subject to Defeasance pursuant to Section 1302;
 
(16)         if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any addition to, elimination of or other changes in the circumstances set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
 
(17)         any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;
 
(18)         any addition to, elimination of or other change in the covenants set forth in Article Ten or elsewhere herein which applies to Securities of the series;
 
(19)         the terms and conditions, if any, pursuant to which the Securities are convertible for shares of Common Stock or other securities;
 
(20)         if the Securities of the series are to be Guaranteed Securities , and if so, whether the Guarantee will be unsecured and unsubordinated or subordinated to other indebtedness of the Guarantors;
 
(21)         any modification of the subordination provisions set forth in Article Fifteen which applies to the Securities of the series; and

-24-

 

(22)         any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).
 
All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto.  All Securities of any one series need not be issued at one time and, unless otherwise provided or contemplated by this Section 301 with respect to a series of Securities, additional Securities of a series may be issued at the option of the Company, without the consent of any Holder, at any time and from time to time.
 
If any of the terms of the series are established by action taken pursuant to a Board Resolution or, if applicable, Guarantors' Board Resolutions, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or by the Secretary or Assistant Secretary of the respective Guarantors, as the case may be, and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or Guarantors' Officers' Certificates setting forth the terms of the series.
 
SECTION 302     Denominations.
 
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.
 
SECTION 303     Execution, Authentication, Delivery and Dating.
 
The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary, one of its Assistant Secretaries or other authorized Person of the Company, and if such Securities are Guaranteed Securities, on behalf of each Guarantor by the Chairman of the Board, the President or one of the Vice Presidents of such Guarantor, under the respective corporate or partnership seal of each Guarantor, as the case may be, reproduced thereon attested by the Secretary, one of the Assistant Secretaries or other authorized Person of the Company. The signature of any of these officers on the Securities may be manual or facsimile.
 
Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantors shall bind the Company or the Guarantors, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

-25-

 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed by the Guarantors, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
 
(1)           if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;
 
(2)           if the terms of such Securities have been established by or pursuant to Board Resolution and, if such Securities are Guaranteed Securities, and the terms thereof have been established by or pursuant to Guarantors' Board Resolutions, as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture;
 
(3)           that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and
 
(4)           that such Guarantees, when the Securities upon which they shall have been endorsed shall have been authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of each Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
 
If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
 
Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including when the size of an Outstanding series of Securities is increased as contemplated by Section 301, it shall not be necessary to deliver the Officers' Certificate or Guarantors' Officers' Certificates otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.
 
Each Security shall be dated the date of its authentication.

-26-

 

No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
 
SECTION 304     Temporary Securities.
 
Pending the preparation of definitive Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, if applicable, having endorsed thereon the Guarantees duly executed by the Guarantors substantially of the tenor of the definitive Guarantees and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities and, if applicable, the Guarantees.
 
If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, and, if applicable, having endorsed thereon the Guarantees duly executed by the Guarantors substantially of the tenor of the definitive Guarantees. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
 
SECTION 305     Registration, Registration of Transfer and Exchange.
 
The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register  maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided.

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Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
 
At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.
 
All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, if such Securities are Guaranteed Securities, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
 
Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.
 
No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer.
 
If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
 
The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
 
(1)           Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

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(2)           Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) the Company so directs the Trustee by Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.
 
(3)           Subject to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
 
(4)           Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
 
SECTION 306     Mutilated, Destroyed, Lost and Stolen Securities.
 
If any mutilated Security is surrendered to the Trustee, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount and, if applicable, a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding.
 
If there shall be delivered to the Company, the Guarantors, if applicable, and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company and the Guarantors, if such Securities are Guaranteed Securities, shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and, if applicable, having a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding.
 
In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
 
Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

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Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company and the Guarantors, if such Securities are Guaranteed Securities, respectively, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.
 
The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
 
SECTION 307     Payment of Interest; Interest Rights Preserved.
 
Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00 p.m., New York City time, on such date.
 
Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:
 
(1)           The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

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(2)           The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.
 
Except as may be provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the Person to whom interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security on the day such interest is paid.
 
Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.
 
SECTION 308     Persons Deemed Owners.
 
Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the Company, the Guarantors or the Trustee shall be affected by notice to the contrary.
 
SECTION 309     Cancellation.
 
All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company or the Guarantors may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantors may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company or the Guarantors have not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

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SECTION 310     Computation of Interest.
 
Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.
 
SECTION 311     CUSIP Numbers.
 
The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders, provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Securities.  Any such redemption shall not be affected by any defect in or omission of such numbers.
 
ARTICLE FOUR
 
SATISFACTION AND DISCHARGE
 
SECTION 401     Satisfaction and Discharge of Indenture.
 
This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
 
(1)           either
 
(A)         all Securities theretofore authenticated and delivered (other than (i) Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantors and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or
 
(B)          all such Securities not theretofore delivered to the Trustee for cancellation
 
(i)           have become due and payable, or
 
(ii)         will become due and payable at their Stated Maturity within one year, or

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(iii)         are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
 
and the Company or the Guarantors, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
 
(2)           the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
 
(3)           the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
 
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors, if applicable, to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.
 
SECTION 402     Application of Trust Money.
 
Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantors acting as its or their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.  Money deposited pursuant to this Section 402 not in violation of this Indenture shall not be subject to claims of the holders of Senior Debt under Article Fifteen.
 
ARTICLE FIVE
 
REMEDIES
 
SECTION 501     Events of Default.
 
"Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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(1)           default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or
 
(2)           default in the payment of the principal of or any premium on any Security of that series at its Maturity; or
 
(3)           default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or
 
(4)           default in the performance, or breach, of any covenant or warranty of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company and the Guarantors by the Trustee or to the Company, the Guarantors and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
 
(5)           a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company (including a default with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least $15,000,000, or under any mortgage, indenture or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $15,000,000, whether such indebtedness now exists or shall hereafter be created, which default (A) shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or (B) shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without, in the case of Clause (A), such indebtedness having been discharged or without, in the case of Clause (B), such indebtedness having been discharged or such acceleration having been rescinded or annulled, in each such case   within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a "Notice of Default" hereunder;  provided ,  however , that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or

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(6)           the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or the Guarantors (if any Guaranteed Securities are Outstanding) a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or
 
(7)           the commencement by the Company or the Guarantors (if any Guaranteed Securities are Outstanding) of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantors (if any Guaranteed Securities are Outstanding) or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or the Guarantors (if any Guaranteed Securities are Outstanding) in furtherance of any such action; or
 
(8)           any other Event of Default provided with respect to Securities of that series.
 
SECTION 502     Acceleration of Maturity; Rescission and Annulment.
 
If an Event of Default (other than an Event of Default specified in Section 501(6) or 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee, upon receipt of a request from the Holders of not less than 25% in principal amount of the Outstanding Securities of that series, shall, or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company or the Guarantors (if any Guaranteed Securities are Outstanding) (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(6) or 501(7) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

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At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantors (if any Guaranteed Securities are Outstanding) and the Trustee, may rescind and annul such declaration and its consequences if:
 
(1)           the Company or the Guarantors have paid or deposited with the Trustee a sum sufficient to pay:
 
(A)           all overdue interest on all Securities of that series,
 
(B)           the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,
 
(C)           to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and
 
(D)           all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
 
and
 
(2)           all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.
 
No such rescission shall affect any subsequent default or impair any right consequent thereon.
 
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SECTION 503     Collection of Indebtedness and Suits for Enforcement by Trustee.
 
The Company covenants that if:
 
(1)           default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or
 
(2)           default is made in the payment of  the principal of (or premium, if any, on) any Security at the Maturity thereof,
 
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
 
If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
 
SECTION 504     Trustee May File Proofs of Claim.
 
In case of any judicial proceeding relative to the Company, the Guarantors (if any Guaranteed Securities are Outstanding) (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.
 
No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;  provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.
 
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SECTION 505     Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.
 
SECTION 506     Application of Money Collected.
 
Any money collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
 
FIRST:  To the payment of all amounts due the Trustee under Section 607; and
 
SECOND:  To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium  and interest, respectively.
 
SECTION 507     Limitation on Suits.
 
No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless
 
(1)           such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;
 
(2)           the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
 
(3)           such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
 
(4)           the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
 
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(5)           no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;
 
it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.
 
SECTION 508     Unconditional Right of Holders to Receive Principal, Premium and Interest.
 
Notwithstanding any other provision in this Indenture, but subject to Article Fifteen of this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
 
SECTION 509     Restoration of Rights and Remedies.
 
If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.
 
SECTION 510     Rights and Remedies Cumulative.
 
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
SECTION 511     Delay or Omission Not Waiver.
 
No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 
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SECTION 512     Control by Holders.
 
The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series,  provided  that
 
(1)           such direction shall not be in conflict with any rule of law or with this Indenture, and
 
(2)           the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
 
SECTION 513     Waiver of Past Defaults.
 
The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default
 
(1)           in the payment of the principal of or any premium or interest on any Security of such series, or
 
(2)           in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.
 
Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
 
SECTION 514     Undertaking for Costs.
 
In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;  provided  that neither this Section 514 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, the Company or the Guarantors.
 
SECTION 515     Waiver of Usury, Stay or Extension Laws.
 
Each of the Company and the Guarantors, in respect of Guaranteed Securities, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and the Guarantors, in respect of Guaranteed Securities (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE SIX
 
THE TRUSTEE
 
SECTION 601     Certain Duties and Responsibilities.
 
The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.
 
SECTION 602     Notice of Defaults.
 
If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act;  provided ,  however , that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section 602, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.
 
SECTION 603     Certain Rights of Trustee.
 
Subject to the provisions of Section 601:
 
(1)           the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
 
(2)           any request or direction of the Company or the Guarantors mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or Guarantor Request or Guarantor Order, as the case may be, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution or Guarantors' Board Resolutions, as applicable;
 
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(3)           whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate or, if such matter pertains to the Guarantors, Guarantors' Officers' Certificates;
 
(4)           the Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
 
(5)           the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
 
(6)           the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and the Guarantors (if any Guaranteed Securities are Outstanding), personally or by agent or attorney;
 
(7)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
 
(8)           the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
 
(9)           the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;
 
(10)           the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder;
 
(11)           the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

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(12)           the Trustee may request that each Guarantor deliver Guarantors' Officers' Certificates setting forth the names of individuals and or titles of officers authorized at such time to take specified actions pursuant to this Indenture, each of which Guarantors' Officers' Certificates may be signed by any person authorized to sign a Guarantor's Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
 
SECTION 604     Not Responsible for Recitals or Issuance of Securities.
 
The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company or the Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.
 
SECTION 605     May Hold Securities.
 
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantors, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company or the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.
 
SECTION 606     Money Held in Trust.
 
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company or the Guarantors, as the case may be.
 
SECTION 607     Compensation and Reimbursement.
 
The Company agrees:
 
(1)           to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
 
(2)           except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
 
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(3)           to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability or expense including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.
 
SECTION 608     Conflicting Interests.
 
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.
 
SECTION 609     Corporate Trustee Required; Eligibility.
 
There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series.  Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.
 
SECTION 610     Resignation and Removal; Appointment of Successor.
 
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.
 
The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.
 
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
 
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If at any time:
 
(1)           the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
 
(2)           the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or
 
(3)           the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
 
then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.
 
If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the Trustee resigning or being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
 
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
 
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The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.
 
SECTION 611     Acceptance of Appointment by Successor.
 
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such  successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.
 
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantors or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.
 
Upon request of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.
 
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No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six.
 
SECTION 612     Merger, Conversion, Consolidation or Succession to Business.
 
Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided  such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.
 
SECTION 613     Preferential Collection of Claims Against Company.
 
If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).
 
SECTION 614     Appointment of Authenticating Agent.
 
The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.
 
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Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,  provided  such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
 
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.
 
The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 607 as the Company and the Authenticating Agent shall from time to time agree in writing.
 
If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:
 
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 	 	As Trustee	
 	 	 	
 	By	 	
 	 	As Authenticating Agent	
 	 	 	
 	By	 	
 	 	Authorized Signatory	

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ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS
 
SECTION 701     Company and Guarantors to Furnish Trustee Names and Addresses of Holders.
 
The Company and the Guarantors (with respect to Securities of each Series that are Guaranteed Securities) will furnish or cause to be furnished to the Trustee:
 
(1)           semi-annually, not later than March 15 and September 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding March 1 or September 1, as the case may be, and
 
(2)           at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantors (with respect to Securities of each Series that are Guaranteed Securities) of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
 
excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.
 
SECTION 702     Preservation of Information; Communications to Holders.
 
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.
 
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.
 
Every Holder of Securities, by receiving and holding the same, agrees with the Company, the Guarantors and the Trustee that none of the Company, the Guarantors or the Trustee or any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.
 
SECTION 703     Reports by Trustee.
 
The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

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Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted within 60 days after the first date of issuance of Securities and on each anniversary of such date.
 
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company or the Guarantors. The Company will notify the Trustee when any Securities are listed on any stock exchange.
 
SECTION 704     Reports by Company and Guarantors.
 
The Company and, if Guaranteed Securities are Outstanding, the Guarantors, shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act;  provided  that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.  If the Company is not required to file with the Commission information, documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission such reports, if any, as may be prescribed by the Commission at such time.  If any Guarantor, at a time that Guaranteed Securities are Outstanding, is not required to file with the Commission information, documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission such reports, if any, as may be prescribed by the Commission at such time.
 
ARTICLE EIGHT
 
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
 
SECTION 801     Company and Guarantors May Consolidate, Etc., Only on Certain Terms.
 
The Company and the Guarantors, if Guaranteed Securities are Outstanding, shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and each of the Company and the Guarantors, if Guaranteed Securities are Outstanding, shall not permit any Person to consolidate with or merge into the Company or any Guarantor, as the case may be, or convey, transfer or lease its properties and assets substantially as an entirety to the Company or any Guarantor, as the case may be, unless:

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(1)           in case the Company or any Guarantor, if Guaranteed Securities are Outstanding, shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or any such Guarantor, as the case may be, is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or any such Guarantor, as the case may be, substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, 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, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed or, as the case may be, the obligations of any such Guarantor under the Guarantee and the performance or observance of every covenant of this Indenture on the part of such Guarantor, to be performed or observed;
 
(2)           immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary of it or any Guarantor or any Subsidiary of it, as applicable, as a result of such transaction as having been incurred by the Company or such Subsidiary or any Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;
 
(3)           if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Guarantor, as the case may be, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Indenture, the Company, such Guarantor or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and
 
(4)           the Company has or the Guarantors have delivered to the Trustee an Officers' Certificate or Guarantors' Officer's Certificates, as applicable, and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with.
 
SECTION 802     Successor Substituted.
 
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or 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 Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

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If Guaranteed Securities are Outstanding, upon any consolidation of any Guarantor with, or merger of any Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of any such Guarantor substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture with the same effect as if such successor Person had been named as a Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.
 
ARTICLE NINE
 
SUPPLEMENTAL INDENTURES
 
SECTION 901     Supplemental Indentures Without Consent of Holders.
 
Without the consent of any Holders, the Company (when authorized by a Board Resolution), the Guarantors (when authorized by Guarantors' Board Resolutions), and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
 
(1)           to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantors, as the case may be, contained herein and in the Securities; or
 
(2)           to add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantors; or
 
(3)           to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
 
(4)           to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
 
(5)           to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,  provided  that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or
 
(6)           to secure the Securities pursuant to the provisions of Section 801(3) or otherwise; or

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(7)           to establish the form or terms of Securities of any series and the Guarantees thereof as permitted by Sections 201 and 301; or
 
(8)           to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or
 
(9)           to add Guarantees to the Securities of any series to which the Guarantees shall not have already been attached; or
 
(10)           to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or
 
(11)           to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture,  provided  that such action pursuant to this Clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.
 
SECTION 902     Supplemental Indentures With Consent of Holders.
 
With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantors (if the Securities are Guaranteed Securities) and the Trustee, the Company (when authorized by a Board Resolution), the Guarantors (when authorized by Guarantors' Board Resolutions) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;  provided , however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,
 
(1)           change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

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(2)           reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
 
(3)           modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions of the obligations of the Guarantors in respect of the due and punctual payment of principal of, or any premium or interest on, or any sinking fund requirements, with respect to Guaranteed Securities, or
 
(4)           modify any of the provisions of this Section 902, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;  provided ,  however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 902 and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).
 
A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
 
It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
 
The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto.  If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date;  provided , that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
 
SECTION 903     Execution of Supplemental Indentures.
 
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

 
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SECTION 904     Effect of Supplemental Indentures.
 
Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
 
SECTION 905     Conformity with Trust Indenture Act.
 
Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act.
 
SECTION 906     Reference in Securities to Supplemental Indentures.
 
Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Guarantors shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company or the Guarantors, to any such supplemental indenture may be prepared and executed by the Company and the Guarantors, if such Securities are Guaranteed Securities, the Guarantees of the Guarantors, if applicable, may be duly endorsed thereon, and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.
 
SECTION 907.     Subordination Unimpaired.
 
This Indenture may not be amended at any time to alter the subordination, as provided herein, of any of the Securities then Outstanding without the written consent of each holder of Senior Debt then outstanding that would be adversely affected thereby.
 
ARTICLE TEN
 
COVENANTS
 
SECTION 1001     Payment of Principal, Premium and Interest.
 
The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.
 
SECTION 1002     Maintenance of Office or Agency.
 
The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided ,  however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
 
With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where Successor Securities may be delivered in exchange therefor,  provided, however , that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.
 
SECTION 1003     Money for Securities Payments to Be Held in Trust.
 
If the Company or the Guarantors shall at any time act as its or their own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
 
Whenever the Company or the Guarantors, as the case may be, shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company or Guarantors have deposited any trust funds with a trustee pursuant to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company or the Guarantors, as the case may be, will promptly notify the Trustee of its action or failure so to act.
 
The Company or the Guarantors, as the case may be, will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

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The Company or the Guarantors, as the case may be, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order or Guarantor Order, as applicable, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or the Guarantors, as the case may be, or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or the Guarantors, as the case may be, or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
 
Any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantors, as the case may be, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company or the Guarantors, as the case may be, on Company Request or Guarantor Request, as applicable, or (if then held by the Company or the Guarantors, as the case may be) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantors, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or the Guarantors, as the case may be, as trustee thereof, shall thereupon cease;  provided ,  however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company or the Guarantors, as the case may be, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantors, as the case may be.
 
SECTION 1004     Statement by Officers as to Default.
 
The Company and the Guarantors, if Guaranteed Securities are Outstanding, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company or the Guarantors, as the case may be, ending after the date hereof, an Officers' Certificate or Guarantors' Officers' Certificates, as applicable, stating whether or not to the best knowledge of the signers thereof the Company is or the Guarantors, as the case may be, are in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or the Guarantors shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.
 
SECTION 1005     Existence.
 
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises;  provided ,  however , that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of Outstanding Securities.

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SECTION 1006     Maintenance of Properties.
 
The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;  provided ,  however , that nothing in this Section 1006 shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders of Outstanding Securities.
 
SECTION 1007     Payment of Taxes and Other Claims.
 
The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;  provided ,  however , that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
 
SECTION 1008     Insurance.
 
The Company will cause each of its properties and each of the properties of its Subsidiaries which are of an insurable nature to be insured against loss of damage with insurers of recognized responsibility, in commercially reasonable amounts and types.
 
SECTION 1009     Provision of Financial Information.
 
Whether or not the Company is subject to Section 13 or Section 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act (the "Financial Statements") if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject.

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The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports and quarterly reports that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject to such Sections, and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents that the Company would have been required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company were subject to such Sections and (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder.
 
SECTION 1010     Waiver of Certain Covenants.
 
Except as otherwise specified as contemplated by Section 301 for Securities of a specific series, the Company and the Guarantors, as the case may be, may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series, in Article Eight, or in any of Sections 1005 to 1009, inclusive, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company or the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.
 
SECTION 1011     Calculation of Original Issue Discount.
 
The Company shall file with the Trustee promptly following the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year, but only if as of the end of such year Securities issued at an original issue discount are then Outstanding.
 
ARTICLE ELEVEN

REDEMPTION OF SECURITIES
 
SECTION 1101     Applicability of Article.
 
Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article Eleven.
 
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SECTION 1102     Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.
 
SECTION 1103     Selection by Trustee of Securities to Be Redeemed.
 
If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series,  provided  that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.
 
The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.
 
The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.
 
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
 
SECTION 1104     Notice of Redemption.
 
Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, with a copy to the Trustee and any Paying Agent.

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All notices of redemption shall identify the Securities to be redeemed, including CUSIP number, if any, and shall state:
 
(1)           the Redemption Date,
 
(2)           the Redemption Price,
 
(3)           if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,
 
(4)           that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,
 
(5)           the place or places where each such Security is to be surrendered for payment of the Redemption Price, and
 
(6)           that the redemption is for a sinking fund, if such is the case.
 
Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request made to the Trustee at least 35 days prior to the Redemption Date, by the Trustee in the name and at the expense of the Company and shall be irrevocable.
 
SECTION 1105     Deposit of Redemption Price.
 
Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date.
 
SECTION 1106     Securities Payable on Redemption Date.
 
Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date;  provided ,  however , that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

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If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.
 
SECTION 1107     Securities Redeemed in Part.
 
Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.
 
ARTICLE TWELVE
 
SINKING FUNDS
 
SECTION 1201     Applicability of Article.
 
The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.
 
The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an "optional sinking fund payment". If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.
 
SECTION 1202     Satisfaction of Sinking Fund Payments with Securities.
 
The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided  that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

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SECTION 1203       Redemption of Securities for Sinking Fund.
 
Not less than 60 days prior to each sinking fund payment date for any Securities, the Company  will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 nor more than 45 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.
 
ARTICLE THIRTEEN
 
DEFEASANCE AND COVENANT DEFEASANCE
 
SECTION 1301       Company's Option to Effect Defeasance or Covenant Defeasance.
 
If applicable to a particular series of Securities, the Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article Thirteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.
 
SECTION 1302       Defeasance and Discharge.
 
Upon the Company's exercise of its option (if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the case may be, the Company and the Guarantors (with respect to Guaranteed Securities) shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company and the Guarantors (with respect to Guaranteed Securities) shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company's obligations with respect to such Securities and the Guarantors' obligations with respect to Guaranteed Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article Thirteen. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any applicable Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.
 
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SECTION 1303       Covenant Defeasance.
 
Upon the Company's exercise of its option (if any) to have this Section 1303 applied to any applicable series of Securities or any Securities of such series, as the case may be, (1) each of the Company and the Guarantors (with respect to Guaranteed Securities) shall be released from its obligations under Section 801(3), Sections 1005 through 1009, inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1009, inclusive, and any such covenants provided pursuant to Sections 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company and the Guarantors (with respect to Guaranteed Securities) may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.
 
SECTION 1304       Conditions to Defeasance or Covenant Defeasance.
 
The following shall be the conditions to the application of Section 1302 or Section 1303 to any applicable series of Securities or any Securities of such series, as the case may be:
 
(1)           The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held,  provided  that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
 
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(2)           In the event of an election to have Section 1302 apply to any applicable series of Securities or any Securities of such series, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.
 
(3)           In the event of an election to have Section 1303 apply to any applicable series of Securities or any Securities of such series, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.
 
(4)           The Company shall have delivered to the Trustee an Officers' Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
 
(5)           No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6) and (7), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).
 
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(6)           Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of the Trust Indenture Act).
 
(7)           Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.
 
(8)           Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.
 
(9)           The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
 
SECTION 1305       Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
 
Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.
 
The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.
 
Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.
 
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SECTION 1306       Reinstatement.
 
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article Thirteen;  provided , however , that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.
 
ARTICLE FOURTEEN
 
GUARANTEE
 
SECTION 1401       The Guarantee
 
The Guarantee set forth in this Article Fourteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301.  Each Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, such Guaranteed Security, whether at Stated Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Guaranteed Security and this Indenture.  In case of the failure of the Company punctually to pay any such principal, premium, interest or any additional amounts, each 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, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company.
 
Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any additional amounts required with respect to, the Guaranteed Securities and the complete performance of all other payment obligations contained in the Guaranteed Securities.
 
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This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the Company or the Guarantors upon the bankruptcy, liquidation or reorganization of the Company, the Guarantors or otherwise.
 
The Guarantors shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee;  provided, however , that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on, and any additional amounts required with respect to, all Guaranteed Securities shall have been paid in full.
 
ARTICLE FIFTEEN
 
SUBORDINATION OF SECURITIES
 
SECTION 1501       Securities Subordinate to Senior Debt.
 
The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.
 
SECTION 1502       Payment Over of Proceeds Upon Dissolution, Etc.
 
In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up event.
 
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In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to an amount that the Trustee or the Holder of any Security receives for purposes of this Section.
 
For purposes of this Article Fifteen only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Fifteen.  The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
 
SECTION 1503       Prior Payment to Senior Debt upon Acceleration of Securities.
 
In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided,  however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities that have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.
 
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In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 1503, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.
 
The provisions of this Section 1503 shall not apply to any payment with respect to which Section 1502 would be applicable.
 
SECTION 1504       No Payment When Senior Debt in Default.
 
(a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in Payment or event of default.
 
In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 1504, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.
 
The provisions of this Section 1504 shall not apply to any payment with respect to which Section 1502 would be applicable.
 
SECTION 1505       Payment Permitted in Certain Situations.
 
Nothing contained in this Article Fifteen or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 1502 or under the conditions described in Sections 1503 or 1504, from making payments at any time of principal of (and premium, if any) or interest on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities or the retention of such payment by the holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article Fifteen.
 
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SECTION 1506       Subrogation to Rights of Holders of Senior Debt.
 
Subject to the payment in full of all Senior Debt or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article Fifteen (equally and ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt.
 
SECTION 1507       Provisions Solely to Define Relative Rights.
 
The provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fifteen of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.
 
SECTION 1508       Trustee to Effectuate Subordination.
 
Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Fifteen and appoints the Trustee his attorney-in-fact for any and all such purposes.
 
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SECTION 1509       No Waiver of Subordination Provisions.
 
No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.
 
Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.
 
SECTION 1510       Notice to Trustee.
 
The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article Fifteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist.
 
Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Fifteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
 
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SECTION 1511       Reliance on Judicial Order or Certificate of Liquidating Agent.
 
Upon any payment or distribution of assets of the Company referred to in this Article Fifteen, the Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen.
 
SECTION 1512       Trustee Not Fiduciary for Holders of Senior Debt.
 
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders or creditors if it shall in good faith pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article Fifteen or otherwise.
 
SECTION 1513       Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.
 
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Fifteen with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.
 
Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.
 
SECTION 1514       Article Applicable to Paying Agents.
 
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article Fifteen shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article Fifteen in addition to or in place of the Trustee;  provided, however , that Section 1513 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.
 
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first above written.

 	THE COMPANY	
 	 	
 	ORION MARINE HOLDINGS, INC.	
 	 	
 	By	 	
 	 	
Attest:	 	

 	 	
 	THE GUARANTORS	
 	 	
 	F. MILLER CONSTRUCTION, LLC	
 	 	
 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
Attest:	 	

 	 	
 	KING FISHER MARINE SERVICE, L.P.	
 	 	
 	By:	KFMSGP, LLC
its general partner	
 	 	 	
 	 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
Attest:	 	

 
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 	MISENER MARINE CONSTRUCTION, INC.	
 	 	
 	By:	 	
 	Name:	
 	Title:	
 	 	 	
Attest:	 	

 	 	
 	ORION ADMINISTRATIVE SERVICES, INC.	
 	 	
 	By:	 	
 	Name:	
 	Title:	
Attest:	 	

 	 	
 	ORION DREDGING SERVICES, LLC	
 	 	
 	By:	 	
 	Name:	
 	Title:	
 	 	 	 	
Attest:	 	

 
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 	SSL SOUTH, LLC	
 	 	
 	By:	ORION DREDGING SERVICES, LLC
its sole member	
 	 	 	
 	 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	 	
Attest:	 	

 	 	
 	THE TRUSTEE	
 	 	
 	[●]	
 	 	
 	By:	 	
 	 	 	
Attest:	 	

 
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J. Cabell Acree, III
General Counsel

July 21, 2009

Orion Marine Group, Inc.
12550 Fuqua St.
Houston, Texas 77034

Re: Registration Statement on Form S-3

Ladies and Gentlemen:
 
I am the General Counsel of Orion Marine Group, Inc., a Delaware corporation (the "Company"), and have advised the Company in connection with the Registration Statement on Form S-3, as amended (the "Registration Statement"), to be filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the public offering from time to time, pursuant to Rule 415 of the Securities and Exchange Commission (the "Commission") promulgated under the Securities Act, of the following securities of the Company up to an aggregate amount of $150,000,000: (i) shares of the Company's common stock, par value $0.01 per share (the "Common Stock"); (ii) shares of the Company's preferred stock, par value $0.01 per share (the "Preferred Stock"), to be issued in one or more series subject to one or more designations; (iii) warrants of the Company for the purchase of Debt Securities (as defined below), Preferred Stock or Common Stock (the "Warrants") and to be issued pursuant to one or more warrant agreements (each a "Warrant Agreement") that would be entered into between the Company and a warrant agent or agents to be named (each a "Warrant Agent"); (iv) subscription rights (the "Subscription Rights") to purchase Debt Securities, Preferred Stock, Common Stock or Warrants, which may be issued under one or more subscription rights certificate(s) (each a "Subscription Rights Certificate") and/or pursuant to one or more subscription rights agreement(s) (each a "Subscription Rights Agreement") that would be entered into between the Company and a subscription agent or agents (each a "Subscription Agent"); (v) debt securities of the Company, whether senior or subordinated (collectively, the "Debt Securities") to be issued pursuant to one or more trust indentures (each a “Trust Indenture”) that would be entered into between the Company and a trustee or trustees to be named (each a “Trustee”); and (vi) such indeterminate amount and number of each class or series of the foregoing securities as may be issued upon due conversion, exchange or exercise of any Warrants, Preferred Stock or Subscription Rights including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments, in amounts, at prices and on terms to be determined at the time of offering (the “Indeterminate Securities”).  The Debt Securities, the Preferred Stock, the Common Stock, the Warrants, the Subscription Rights and the Indeterminate Securities are collectively referred to herein as the "Securities."

 	
www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 2

I have examined originals or copies of (i) the Registration Statement, (ii) the Amended and Restated Certificate of Incorporation of the Company (the "Certificate"), (iii) the Amended and Restated Bylaws of the Company, (iv) certain resolutions of the Board of Directors of the Company relating to the offering of the Securities and related matters, (v) the form of specimen certificate representing the Common Stock, (vi) the forms of Trust Indentures relating to the issuance of senior debt securities and subordinated securities, respectively, filed as exhibits to the Registration Statement (collectively, the "Indentures"), to be entered by and between the Company and the Trustee to be named therein, pursuant to which the Debt Securities will be issued, and (vii) such other documents and records as I have deemed necessary and relevant for purposes hereof.  In addition, I have relied on certificates of officers of the Company and of public officials as to certain matters of fact relating to this opinion and have made such investigations of law as I have deemed necessary and relevant as a basis hereof.  In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to me as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to me as copies, the truthfulness of all statements of fact contained therein and, with respect to any issuance of shares of capital stock, the availability of a sufficient number of authorized and unissued shares of such stock under the Certificate at the time of issuance thereof.  In making my examination of executed documents or documents to be executed, I have assumed that they constitute or will constitute valid, binding and enforceable obligations of such parties, other than the Company.

Based upon the foregoing and subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations as I deem relevant, I am of the opinion that:

1.      The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

2.      With respect to any shares of Common Stock to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Common Stock (the "Offered Common Stock"), if and when (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Offered Common Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the appropriate corporate action has been taken by the Board of Directors, including any appropriate committee appointed thereby, and by appropriate officers of the Company to authorize the issuance and sale of the Offered Common Stock; (v) the terms of the issuance and sale of the Offered Common Stock have been duly established in conformity with the Certificate and the Amended and Restated Bylaws so as not to violate any applicable law, the Certificate or the Amended and Restated Bylaws or result in a default under or breach or contravention of any agreement or instrument binding upon the Companyor any of its subsidiaries (or to which it or any of them or its or any of their respective assets is subject) and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any of its subsidiaries; (vi) certificates in the form required under the Delaware General Corporation Law ("DGCL") representing the shares of Offered Common Stock, if any, are duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, or  upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights; and (vii) the shares of Offered Common Stock (including any Common Stock duly issued upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights) are issued and sold in accordance with the applicable underwriting agreement or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, or upon due conversion, exercise or exchange of any Preferred Stock, Warrants or Subscription Rights, as the case may be, then the shares of Offered Common Stock (including any Common Stock duly issued upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights) will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Common Stock.

www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 3

3.      With respect to any shares of any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Preferred Stock of such series (the "Offered Preferred Stock"), if and when (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the shares of the Offered Preferred Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Preferred Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the shares of the Offered Preferred Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the appropriate corporate action has been taken by the Board of Directors, including any appropriate committee appointed thereby, and by appropriate officers of the Company to fix and determine the terms of the Offered Preferred Stock, including the adoption of a certificate of designations for such Preferred Stock in the form required by applicable law (the "Certificate of Designations"); (v) the Certificate of Designations has been duly filed with the Secretary of State of Delaware; (vi) the terms of the Offered Preferred Stock and of their issuance and sale have been duly established in conformity with the Certificate, including the Certificate of Designations relating to the Offered Preferred Stock, and the Amended and Restated Bylaws of the Company so as not to violate any applicable law, the Certificate or the Amended and Restated Bylaws or result in a default under or breach or contravention of any agreement or instrument binding upon the Company or any of its subsidiaries (or to which it or any of them or its or any of their respective assets is subject) and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any of its subsidiaries; (vii) certificates in the form required under the DGCL representing the shares of the Offered Preferred Stock, if any, are duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, or upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights; and (viii) the shares of the Offered Preferred Stock (including any Preferred Stock duly issued upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights) are issued or sold in accordance with the applicable underwriting agreement or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, or upon due conversion, exercise or exchange of any Preferred Stock, Warrants or Subscription Rights, as the case may be, then the shares of the Offered Preferred Stock (including any Preferred Stock duly issued upon due conversion, exchange or exercise of any Preferred Stock, Warrants or Subscription Rights) will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Preferred Stock.

 	
www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 4

4.      With respect to any Warrants to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Warrants of such series (the "Offered Warrants"), if and when (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Offered Warrants has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Warrants are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the appropriate corporate action has been taken by the Board of Directors, including any appropriate committee appointed thereby, and by appropriate officers of the Company to approve the issuance and terms of the Offered Warrants, the Warrant Agreement and related matters; (v) the terms of the Offered Warrants and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any applicable law, the Certificate or the Amended and Restated Bylaws or result in a default under or breach or contravention of any agreement or instrument binding upon the Company or any of its subsidiaries (or to which it or any of them or its or any of their respective assets is subject) and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, any of its subsidiaries or the applicable Warrant Agent; (vi) the Common Stock, the Preferred Stock or the Debt Securities relating to such Offered Warrants have been duly issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto; (vii) the Offered Warrants have been duly executed, attested, issued and delivered by duly authorized officers of the Company in accordance with the provisions of the applicable Warrant Agreement in the applicable form to be filed on an amendment to the Registration Statement or on a Current Report on Form 8-K in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, or upon due conversion, exchange or exercise of any Preferred Stock or Warrants); and (viii) the Offered Warrants (including any Warrants duly issued upon due conversion, exchange or exercise of any Preferred Stock or Warrants) are issued and sold in accordance with the applicable Warrant Agreement and the applicable purchase agreement or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, or upon due conversion, exercise or exchange of any Preferred Stock or Warrants, as the case may be, then the Offered Warrants (including any Warrants duly issued upon due conversion, exchange or exercise of any Preferred Stock or Warrants) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally; and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

 	
www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 5

5.      With respect to any Subscription Rights to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Subscription Rights (the "Offered Subscription Rights"), if and when (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Offered Subscription Rights has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Subscription Rights are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Subscription Rights has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the appropriate corporate action has been taken by the Board of Directors, including any appropriate committee appointed thereby, and by appropriate officers of the Company to approve the issuance and terms of the Offered Subscription Rights, the Subscription Rights Agreement and related matters, including setting forth the terms of the Subscription Rights in a Subscription Rights Certificate; (v) the terms of the Offered Subscription Rights and of their issuance and sale have been duly established in conformity with the applicable Subscription Rights Agreement, Subscription Rights Certificate, the Certificate and the Amended and Restated Bylaws of the Company so as not to violate any applicable law, the Certificate or the Amended and Restated Bylaws or result in a default under or breach or contravention of any agreement or instrument binding upon the Company or any of its subsidiaries (or to which it or any of them or its or any of their respective assets is subject) and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, any of its subsidiaries or the applicable Subscription Agent; (vi) the Common Stock, Preferred Stock, Warrants or the Debt Securities relating to such Offered Subscription Rights have been duly authorized for issuance; (vii) the Offered Subscription Rights have been duly executed, delivered and countersigned, issued and sold or otherwise distributed in accordance with the provisions of the applicable Subscription Rights Agreement and Subscription Rights Certificate to be filed on an amendment to the Registration Statement or on a Current Report on Form 8-K in the manner contemplated in the Registration Statement; (viii) the Offered Subscription Rights (including any Subscription Rights duly issued upon due conversion, exchange or exercise of any Preferred Stock or Warrants), are issued and sold or otherwise distributed in accordance with the applicable Subscription Rights Agreement, the Subscription Rights Certificate and the applicable purchase agreement or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, or upon due conversion, exercise or exchange of any Preferred Stock or Warrants, as the case may be, then the Offered Subscription Rights (including any Subscription Rights duly issued upon due conversion, exchange or exercise of any Preferred Stock or Warrants) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally; and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

 	
www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 6

6.      With respect to any series of Debt Securities to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Debt Securities (the "Offered Debt Securities"), if and when (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the appropriate corporate action has been taken by the Board of Directors, including any appropriate committee appointed thereby, and by appropriate officers of the Company to approve the issuance and terms of the Offered Debt Securities; (v) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the appropriate Trust Indenture and such Trust Indenture has been duly executed and delivered by the Company and the Trustee and qualified under the Trust Indenture Act of 1939, as amended; (vi) either (a) the Offered Debt Securities have been duly executed and authenticated in accordance with the terms of the Indenture and duly delivered to the purchasers thereof or (b) the book entry of the Offered Debt Securities by the trustee under the Indenture in the name of The Depository Trust Company or its nominee has been effected; (vii) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Trust Indenture, the Certificate and the Amended and Restated Bylaws of the Company so as not to violate any applicable law, the Indenture, the Certificate or the Amended and Restated Bylaws or result in a default under or breach or contravention of any agreement or instrument binding upon the Company or any of its subsidiaries (or to which it or any of them or its or any of their respective assets is subject) and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, any of its subsidiaries or the applicable Trustee; and (viii) the Company has received the agreed-upon consideration therefor, then the issuance and sale of the Offered Debt Securities will have been duly authorized by all necessary corporate action on the part of the Company, and the Offered Debt Securities will constitute valid and binding obligations of the Company entitled to the benefits of the applicable Indenture, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally; and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

 	
www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 
Orion Marine Group, Inc.
July 21, 2009
Page 7

The foregoing opinion is based on and is limited to the General Corporation Law of the State of Delaware and the relevant law of the United States of America, and I render no opinion with respect to the law of any other jurisdiction.  The reference and limitation to "General Corporation Law of the State of Delaware" includes the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement and to all references to me under the heading "Legal Matters" in the prospectus included in the Registration Statement.  By giving such consent, I do not admit that I am an expert with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term "expert" as used in the Securities Act or the rules and regulations thereunder.

 	Very truly yours,

/s/ J. Cabell Acree, III

J. Cabell Acree, III
General Counsel	

www.orionmarinegroup.com
12550 Fuqua ∙ Houston, Texas 77034
Phone 713-852-6500 ∙ Fax 713-852-6530	

 

EXHIBIT 12.1

STATEMENT RE: COMPUTATIOPN OF HISTORICAL
RATIO OF EARNINGS TO FIXED CHARGES

 	 	Successor	 	 	 	 	
 	 	Three
months
ended
March 31,	 	 	Year ended December 31,	 	 	October 14 –
December 31	 	 	Predecessor
January 1 –
October 14	 	
 	 	2009	 	 	2008	 	 	2007	 	 	2006	 	 	2005	 	 	2004*	 	 	2004*	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	$	6,972	 	 	$	21,757	 	 	$	27,577	 	 	$	19,443	 	 	$	9,116	 	 	$	685	 	 	$	11,080	 	
Add:  Fixed charges	 	 	269	 	 	 	1,517	 	 	 	1,986	 	 	 	4,113	 	 	 	4,515	 	 	 	940	 	 	 	55	 	
Less: Capitalized interest	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Preference security dividends	 	 	—	 	 	 	—	 	 	 	782	 	 	 	2,100	 	 	 	2,100	 	 	 	(460	)	 	 	—	 	
Earnings	 	$	7,241	 	 	$	23,274	 	 	$	29,563	 	 	$	23,556	 	 	$	13,631	 	 	$	1,165	 	 	$	11,135	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	$	206	 	 	$	1,248	 	 	$	910	 	 	$	1,755	 	 	$	2,179	 	 	$	446	 	 	$	24	 	
Deferred financing cost	 	 	63	 	 	 	249	 	 	 	208	 	 	 	171	 	 	 	171	 	 	 	41	 	 	 	24	 	
Non-cash interest expense	 	 	—	 	 	 	22	 	 	 	87	 	 	 	87	 	 	 	65	 	 	 	(7	)	 	 	7	 	
Preference security dividends	 	 	—	 	 	 	—	 	 	 	782	 	 	 	2,100	 	 	 	2,100	 	 	 	460	 	 	 	—	 	
Capitalized interest	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Fixed charges	 	$	269	 	 	$	1,517	 	 	$	1,986	 	 	$	4,113	 	 	$	4,515	 	 	$	940	 	 	$	55	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	 	26.9	x	 	 	15.3	x	 	 	14.5	x	 	 	5.2	x	 	 	2.6	x	 	 	1.2	x	 	 	202.5	x	

*In October 2004, the Company was acquired by Orion Marine Group, Inc., formerly known as Hunter Acquisition Corp., a corporation formed and controlled by its former principal stockholders. For accounting purposes, the company as it existed until the time of the acquisition by Hunter Acquisition Corp. is referred to as the “Predecessor” and the company as it has existed since the acquisition is referred to as the “Successor.”

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We have issued our reports dated March 16, 2009 with respect to the consolidated financial statements, schedule and internal control over financial reporting included in the Annual Report of Orion Marine Group, Inc. on Form 10-K for the year ended December 31, 2008 which are incorporated by reference in this Registration Statement and Prospectus.  We consent to the incorporation by reference in the Registration Statement and Prospectus of the aforementioned reports and to the use of our name as it appears under the caption "Experts."
 
/s/ Grant Thornton LLP
Houston, Texas
July 21, 2009