e60304529ex4_1.htm


    EXECUTION
COPY

    
      


       

       

       

       

       

       

       

      
        
          

        



    

    CENVEO
CORPORATION,

    as
Issuer,

    


    the
GUARANTORS named herein

     

    and

     

    U.S. BANK
NATIONAL ASSOCIATION

    as
Trustee

    ________________________

     

    INDENTURE

    ________________________

     

    Dated as
of June 13, 2008

     

    10.5%
Senior Notes due 2016

     

    
      


    

    
      
        

      



    


    


    
      
        
           


        

        
           


          
            

          

        

        
          
          

        

      

    

    


    


    CROSS-REFERENCE
TABLE

    


    
      	
              Trust Indenture Act
      Section

            	
              Indenture
      Section

            
	 	 
	
               
      310(a)(1)                                                                                            

            	
              7.10

            
	
              (a)(2)                                                                                       

            	
              7.10

            
	
              (a)(3)                                                                                       

            	
              N.A.

            
	
              (a)(4)                                                                                       

            	
              N.A.

            
	
              (a)(5)                                                                                       

            	
              7.10

            
	
              (b)                                                                                       

            	
              7.10

            
	
              (c)                                                                                       

            	
              N.A.

            
	
               
      311(a)                                                                                            

            	
              7.11

            
	
              (b)                                                                                       

            	
              7.11

            
	
              (c)                                                                                       

            	
              N.A.

            
	
               
      312(a)                                                                                            

            	
              2.05

            
	
              (b)                                                                                       

            	
              11.03

            
	
              (c)                                                                                       

            	
              11.03

            
	
               
      313(a)                                                                                            

            	
              7.06

            
	
              (b)(1)                                                                                       

            	
              N.A.

            
	
              (b)(2)                                                                                       

            	
              7.06

            
	
              (c)                                                                                       

            	
              7.06;
      11.02

            
	
              (d)                                                                                       

            	
              7.6

            
	
               
      314(a)                                                                                            

            	
              4.03;
      4.19; 11.02

            
	
              (b)                                                                                       

            	
              N.A.

            
	
              (c)(1)                                                                                       

            	
              11.04

            
	
              (c)(2)                                                                                       

            	
              11.04

            
	
              (c)(3)                                                                                       

            	
              N.A.

            
	
              (d)                                                                                       

            	
              N.A.

            
	
              (e)                                                                                       

            	
              11.05

            
	
              (f)                                                                                       

            	
              N.A.

            
	
               
      315(a)                                                                                            

            	
              7.01

            
	
              (b)                                                                                       

            	
              7.05,
      11.02

            
	
              (c)                                                                                       

            	
              7.01

            
	
              (d)                                                                                       

            	
              7.01;
      6.05

            
	
              (e)                                                                                       

            	
              6.11

            
	
               316(a)
      (last
      sentence)                                                                                            

            	
              2.09

            
	
                    
      (a)(1)(A)                                                                                       

            	
              6.05

            
	
                    
      (a)(1)(B)                                                                                       

            	
              6.04

            
	
                    
      (a)(2)                                                                                       

            	
              N.A.

            
	
                    
      (b)                                                                                       

            	
              6.07

            
	
                    
      (c)                                                                                       

            	
              11.14

            
	
               317(a)(1)                                                                                            

            	
              6.08

            
	
                    
      (a)(2)                                                                                       

            	
              6.09

            
	
                    
      (b)                                                                                       

            	
              2.04

            


    

    


    


    
      
        
           


        

        
          i

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Trust Indenture Act Section

            	
              Indenture Section

            
	 	 
	
              318(a)                                                                                            

            	
              11.01

            
	
                    (b)                                                                                       

            	
              N.A.

            
	
                    (c)                                                                                       

            	
              11.01

            


    

    


    _____________________

    N.A.
means not applicable.

     

    This
Cross-Reference Table is not part of the Indenture.

    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
          
          

        

      

    

    
 

    
      TABLE OF CONTENTS

       

      Page

       

      
        	
                ARTICLE
      1
DEFINITIONS AND INCORPORATION BY
      REFERENCE

              
	
                SECTION
      1.01.  Definitions

              	
                1

              
	
                SECTION
      1.02.  Other Definitions

              	
                21

              
	
                SECTION
      1.03.  Incorporation by Reference of Trust
      Indenture Act

              	
                22

              
	
                SECTION
      1.04.  Rules of Construction

              	
                23

              
	
                ARTICLE
      2
THE NOTES

              
	
                SECTION
      2.01.  Form and Dating

              	
                23

              
	
                SECTION
      2.02.  Execution and
      Authentication

              	
                24

              
	
                SECTION
      2.03.  Registrar and Paying
      Agent

              	
                25

              
	
                SECTION
      2.04.  Paying Agent to Hold Money in
      Trust

              	
                25

              
	
                SECTION
      2.05.  Holder Lists

              	
                26

              
	
                SECTION
      2.06.  Transfer and Exchange

              	
                26

              
	
                SECTION
      2.07.  Replacement Notes

              	
                39

              
	
                SECTION
      2.08.  Outstanding Notes

              	
                39

              
	
                SECTION
      2.09.  Treasury Notes

              	
                39

              
	
                SECTION
      2.10.  Temporary Notes

              	
                40

              
	
                SECTION
      2.11.  Cancellation

              	
                40

              
	
                SECTION
      2.12.  Defaulted Interest

              	
                40

              
	
                SECTION
      2.13.  CUSIP Numbers

              	
                40

              
	
                SECTION
      2.14.  Liquidated Damages

              	
                41

              
	
                SECTION
      2.15.  Issuance of Additional
      Notes

              	
                41

              
	
                ARTICLE
      3
REDEMPTION AND PREPAYMENT

              
	
                SECTION
      3.01.  Notices to Trustee

              	
                41

              
	
                SECTION
      3.02.  Selection of Notes to Be
      Redeemed

              	
                42

              
	
                SECTION
      3.03.  Notice of Redemption

              	
                42

              


      

       

      


       

      


      
        
          
             


          

          
            iii

            
              

            

          

          
            
            

          

        

      

       

      
        
          Page

           

        

      

      
        	
                SECTION
      3.04.  Effect of Notice of
      Redemption

              	
                43

              
	
                SECTION
      3.05.  Deposit of Redemption
      Price

              	
                43

              
	
                SECTION
      3.06.  Notes Redeemed in
Part

              	
                43

              
	
                SECTION
      3.07.  Optional Redemption

              	
                44

              
	
                SECTION
      3.08.  Mandatory Redemption

              	
                44

              
	
                SECTION
      3.09.  Offer to Purchase by Application of Net
      Proceeds

              	
                44

              
	
                ARTICLE
      4
COVENANTS

              
	
                SECTION
      4.01.  Payment of Notes

              	
                46

              
	
                SECTION
      4.02.  Maintenance of Office or
      Agency

              	
                47

              
	
                SECTION
      4.03.  Compliance
Certificate

              	
                47

              
	
                SECTION
      4.04.  Taxes

              	
                48

              
	
                SECTION
      4.05.  Stay, Extension and Usury
      Laws

              	
                48

              
	
                SECTION
      4.06.  Change of Control

              	
                48

              
	
                SECTION
      4.07.  Asset Sales

              	
                49

              
	
                SECTION
      4.08.  Restricted Payments

              	
                51

              
	
                SECTION
      4.09.  Incurrence of
      Indebtedness

              	
                53

              
	
                SECTION
      4.10.  Liens

              	
                56

              
	
                SECTION
      4.11.  Dividend and Other Payment Restrictions
      Affecting Subsidiaries

              	
                56

              
	
                SECTION
      4.12.  Transactions with
      Affiliates

              	
                58

              
	
                SECTION
      4.13.  Additional Subsidiary
      Guarantees

              	
                60

              
	
                SECTION
      4.14.  Limitations on Issuances of Guarantees of
      Indebtedness

              	
                60

              
	
                SECTION
      4.15.  Business Activities

              	
                60

              
	
                SECTION
      4.16.  Advances to
    Subsidiaries

              	
                60

              
	
                SECTION
      4.17.  Payments for Consent

              	
                60

              
	
                SECTION
      4.18.  Reports

              	
                61

              
	
                ARTICLE
      5
SUCCESSORS
62

              
	
                SECTION
      5.01.  Merger, Consolidation, or Sale of
      Assets

              	
                62

              
	
                SECTION
      5.02.  Successor Corporation
      Substituted

              	
                62

              


      

      


      


      


      
        
          
             


          

          
            iv

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            Page

             

          

        

      

      
        	
                ARTICLE
      6
DEFAULTS AND
  REMEDIES
63

              
	
                SECTION
      6.01.  Events of Default

              	
                63

              
	
                SECTION
      6.02.  Acceleration

              	
                65

              
	
                SECTION
      6.03.  Other Remedies

              	
                65

              
	
                SECTION
      6.04.  Waiver of Past
    Defaults

              	
                65

              
	
                SECTION
      6.05.  Control by Majority

              	
                66

              
	
                SECTION
      6.06.  Limitation on Suits

              	
                66

              
	
                SECTION
      6.07.  Rights of Holders of Notes to Receive
      Payment

              	
                66

              
	
                SECTION
      6.08.  Collection Suit by
      Trustee

              	
                67

              
	
                SECTION
      6.09.  Trustee May File Proofs of
      Claim

              	
                67

              
	
                SECTION
      6.10.  Priorities

              	
                67

              
	
                SECTION
      6.11.  Undertaking for Costs

              	
                68

              
	
                SECTION
      6.12.  Notice

              	
                68

              
	
                ARTICLE
      7
TRUSTEE

                68

              
	
                SECTION
      7.01.  Duties of Trustee

              	
                68

              
	
                SECTION
      7.02.  Rights of Trustee

              	
                69

              
	
                SECTION
      7.03.  Individual Rights of
      Trustee

              	
                70

              
	
                SECTION
      7.04.  Trustee’s Disclaimer

              	
                70

              
	
                SECTION
      7.05.  Notice of Defaults

              	
                71

              
	
                SECTION
      7.06.  Reports by Trustee to Holders of the
      Notes

              	
                71

              
	
                SECTION
      7.07.  Compensation and
      Indemnity

              	
                71

              
	
                SECTION
      7.08.  Replacement of
Trustee

              	
                72

              
	
                SECTION
      7.09.  Successor Trustee by Merger,
      etc.

              	
                73

              
	
                SECTION
      7.10.  Eligibility;
      Disqualification

              	
                73

              
	
                SECTION
      7.11.  Preferential Collection of Claims Against
      Company

              	
                73

              
	
                SECTION
      7.12.  Patriot Act

              	
                73

              


      

      


      


      


      


      
        
          
             


          

          
            v

            
              

            

          

          
            
            

          

        

      

       

      
         

        
          
            Page

             

          

        

      

      
        	
                ARTICLE
      8
LEGAL DEFEASANCE AND COVENANT
      DEFEASANCE

                74

              
	
                SECTION
      8.01.  Option to Effect Legal Defeasance or
      Covenant Defeasance

              	
                74

              
	
                SECTION
      8.02.  Legal Defeasance and
      Discharge

              	
                74

              
	
                SECTION
      8.03.  Covenant Defeasance

              	
                74

              
	
                SECTION
      8.04.  Conditions to Legal or Covenant
      Defeasance

              	
                75

              
	
                SECTION
      8.05.  Deposited Money and Government Securities
      to Be Held in Trust; Other Miscellaneous Provisions

              	
                76

              
	
                SECTION
      8.06.  Repayment to Company

              	
                77

              
	
                SECTION
      8.07.  Reinstatement

              	
                77

              
	
                ARTICLE
      9
AMENDMENTS, SUPPLEMENT AND
      WAIVER
78

              
	
                SECTION
      9.01.  Without Consent of Holders of
      Notes

              	
                78

              
	
                SECTION
      9.02.  With Consent of Holders of
      Notes

              	
                78

              
	
                SECTION
      9.03.  Compliance with Trust Indenture
      Act

              	
                80

              
	
                SECTION
      9.04.  Revocation and Effect of
      Consents

              	
                80

              
	
                SECTION
      9.05.  Notation on or Exchange of
      Notes

              	
                80

              
	
                SECTION
      9.06.  Trustee to Sign Amendments,
      etc.

              	
                80

              
	
                ARTICLE
      10
GUARANTEES

                81

              
	
                SECTION
      10.01.  Note Guarantees

              	
                81

              
	
                SECTION
      10.02.  Limitation of Guarantor’s
      Liability

              	
                82

              
	
                SECTION
      10.03.  Execution and Delivery of Note
      Guarantees

              	
                82

              
	
                SECTION
      10.04.  Guarantors May Consolidate, etc., on
      Certain Terms

              	
                83

              
	
                SECTION
      10.05.  Releases

              	
                84

              
	
                SECTION
      10.06.  “Trustee” to Include Paying
      Agent

              	
                84

              
	
                ARTICLE
      11
SATISFACTION AND DISCHARGE

                84

              
	
                SECTION
      11.01.  Satisfaction and
      Discharge

              	
                84

              
	
                SECTION
      11.02.  Application of
Trust

              	
                86

              


      

      


      


      


      
        
          
             


          

          
            vi

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            Page

             

          

        

      

      
        	
                ARTICLE
      12
MISCELLANEOUS

                86

              
	
                SECTION
      12.01.  Trust Indenture Act
      Controls

              	
                86

              
	
                SECTION
      12.02.  Notices

              	
                86

              
	
                SECTION
      12.03.  Communication by Holders of Notes with
      Other Holders of Notes

              	
                87

              
	
                SECTION
      12.04.  Certificate and Opinion as to
      Conditions Precedent

              	
                87

              
	
                SECTION
      12.05.  Statements Required in Certificate or
      Opinion

              	
                88

              
	
                SECTION
      12.06.  Rules by Trustee and
      Agents

              	
                88

              
	
                SECTION
      12.07.  No Personal Liability of Directors,
      Officers, Employees and Stockholders

              	
                88

              
	
                SECTION
      12.08.  Governing Law

              	
                89

              
	
                SECTION
      12.09.  No Adverse Interpretation of Other
      Agreements

              	
                89

              
	
                SECTION
      12.10.  Successors

              	
                89

              
	
                SECTION
      12.11.  Severability

              	
                89

              
	
                SECTION
      12.12.  Counterpart
    Originals

              	
                89

              
	
                SECTION
      12.13.  Table of Contents, Headings,
      etc.

              	
                89

              
	
                SECTION
      12.14.  Record Date for Voting by or Consent of
      Holders

              	
                89

              
	
                Schedule
      A  SCHEDULE OF
    GUARANTORS

              	 
      


      

      


      


      
        	
                EXHIBITS

              
	
                Exhibit
      A-1  FORM OF NOTE

              
	
                Exhibit
      A-2  FORM OF REGULATION S TEMPORARY
      NOTE

              
	
                Exhibit
      B  FORM OF CERTIFICATE OF
    TRANSFER

              
	
                Exhibit
      C  FORM OF CERTIFICATE OF
    EXCHANGE

              
	
                Exhibit
      D  FORM OF GUARANTEE

              
	
                Exhibit
      E  FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
      ACCREDITED INVESTOR

              
	
                Exhibit
      F  FORM OF INTERCOMPANY NOTE

              
	
                Note: 
      This Table of Contents shall not for any purpose, be deemed to be part of
      the Indenture.

              


      

    

     

    
      


      
        
          
            
            

          

          
            vii

            
              

            

          

          
            BACK

          

        

      

       

    

    
      INDENTURE
dated as of June 13, 2008 among Cenveo Corporation, a Delaware corporation (the
“Company”), the Guarantors (as defined herein) listed on Schedule A hereto, and
U.S. Bank National Association, a national banking association, as trustee (the
“Trustee”).

       

      The
Company, the Guarantors, and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the 10.5%
Senior Notes due 2016 (the “Notes”).

       

       

      ARTICLE
1

       

      DEFINITIONS AND INCORPORATION BY REFERENCE

    

    
       

      SECTION
1.01.          Definitions.

       

    

    “144A Global Note”
means the Global Note in the form of Exhibit A-1 hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with and registered in the
name of the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A.

     

    “Acquired Debt” means,
with respect to any specified Person:  (i) Indebtedness of any other
Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming a Subsidiary of, such specified Person; and (ii)
Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.

     

    “Additional Notes”
means, subject to the Company’s compliance with the provisions of Section 4.09,
such additional Notes as the Company may issue under this Indenture on the same
terms and conditions and with the same interest rate, maturity and CUSIP numbers
as the Notes being issued on the Conversion Date.

     

    “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 purposes of this definition, “control,” as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.  For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” shall have correlative
meanings.

     

    “Agent” means any
Registrar, Paying Agent or co-registrar.

     

    “Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary that apply to such transfer or exchange.

     

    


    
      
        
          
          

        

        
           


          
            

          

        

        
          BACK

        

      

    

    


    


    “Asset Sale” means (i)
the sale, lease, conveyance or other disposition of any assets or rights,
including sales and leasebacks, but excluding sales of inventory and equipment
in the ordinary course of business consistent with past practices; provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company and its Restricted Subsidiaries taken as a whole will be governed
by the provisions of Section 4.06, and/or the provisions of Article 5 hereof and
not by the provisions of Section 4.07; and (ii) the issuance of Equity Interests
by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests
in any of its Subsidiaries.  Notwithstanding the preceding, the
following items shall not be deemed to be Asset Sales:  (i) any single
transaction or series of related transactions that: (a) involves assets
having a fair market value of less than $20 million; or (b) results in net
proceeds to the Company and its Restricted Subsidiaries of less than $20
million; (ii) a transfer of assets between or among the Company and its Wholly
Owned Restricted Subsidiaries; (iii) an issuance of Equity Interests by a
Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned
Restricted Subsidiary; and (iv) a Restricted Payment that is permitted under
Section 4.08 hereof.

     

    “Attributable Debt” in
respect of a sale and leaseback transaction means, at the time of determination,
the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended.  Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP.

     

    “Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.

     

    “Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule l3d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as such term is used in Section 13(d)(3) of the Exchange
Act), such “person” shall be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition.

     

    “Board of Directors”
means the Board of Directors of the Company, or the Parent Company, as
applicable, or any authorized committee of the Board of Directors.

     

    “Business Day” means
any day other than a Legal Holiday.

     

    “Capital Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at such
time be required to be capitalized on a balance sheet in accordance with
GAAP.

     

    “Capital Stock” means
(i) in the case of a corporation, corporate stock; (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; (iii) in
the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          BACK

        

      

    

    


    


    (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

     

    “Cash Equivalents”
means (i) United States dollars; (ii) (a) pounds sterling, euros or any national
currency of any participating member state of the European Economic and Monetary
Union; or (b) such local currencies held by the Company or any Restricted
Subsidiary from time to time in the ordinary course of business; (iii)
securities issued or directly and fully and unconditionally guaranteed or
insured by the U.S. government or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of not more than twelve months
from the date of acquisition; (iv) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any domestic or foreign commercial
bank having capital and surplus of not less than $500 million in the case of
U.S. banks and $100 million (or the U.S. dollar equivalent as of the date of
determination) in the case of non-U.S. banks; (v) repurchase obligations for
underlying securities of the types described in clauses (iii) and (iv) entered
into with any financial institution meeting the qualifications specified in
clause (iv) above; (vi) money market instruments, commercial paper or other
short-term obligations rated at least A-2 or the equivalent thereof by Standard
& Poor’s Ratings Services or at least P-2 or the equivalent thereof by
Moody’s Investor Services, Inc. (or if at such time neither is issuing ratings,
then a comparable rating of another nationally recognized rating agency); (vii)
investments in money market funds subject to the risk limiting conditions of
Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of
1940, as amended; and (viii) investment funds investing 90% of their assets in
securities of the types described in clauses (i) through (vii)
above.

     

    “Change of Control”
means the occurrence of any of the following:  (i) the sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole to any “person” (as
such term is used in Section 13(d)(3) of the Exchange Act) other than a
Principal or a Related Party of a Principal; (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined above),
other than the Principals and their Related Parties, becomes the Beneficial
Owner, directly or indirectly, of more than 35% of the Voting Stock of the
Company or the Parent Company, measured by voting power rather than number of
shares; (iv) the first day on which a majority of the members of the Board of
Directors of the Company or the Parent Company are not Continuing Directors; or
(v) the Company or the Parent Company consolidates with, or merges with or into,
any Person, or any Person consolidates with, or merges with or into, the Company
or the Parent Company, in any such event pursuant to a transaction in which any
of the outstanding Voting Stock of the Company or the Parent Company is
converted into or exchanged for cash, securities or other property, other than
any such transaction where the Voting Stock of the Company or the Parent Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock of the surviving or transferee Person constituting a majority
of the outstanding shares of such Voting Stock of such surviving or transferee
Person immediately after giving effect to such issuance.  For the
avoidance of doubt,

     

     

    
      
        
        

      

      
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    the sales
of the assets or stocks of Subsidiaries that the Company is currently holding
for sale as part of its strategic plan will not constitute a Change of
Control.

     

    “Company” means Cenveo
Corporation, a Delaware corporation, and any and all successors
thereto.

     

    “Consolidated Cash
Flow” means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus:  (i) an amount equal
to any extraordinary loss plus any net loss realized in connection with an Asset
Sale, to the extent such losses were deducted in computing such Consolidated Net
Income; plus (ii) provision for taxes based on income or profits of such Person
and its Subsidiaries for such period, to the extent that such provision for
taxes was deducted in computing such Consolidated Net Income; plus
(iii) consolidated interest expense of such Person and its Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers’ acceptance financings, and net payments, if any, pursuant
to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income; plus (iv) depreciation, amortization
(including amortization of goodwill and other intangibles) and other non-cash
expenses, including stock-based compensation provision and loss on early
extinguishment of debt, of such Person and its Subsidiaries for such period to
the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus (v) non-cash items
increasing such Consolidated Net Income for such period, other than items that
were accrued in the ordinary course of business, in each case on a consolidated
basis.

     

    Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash charges of, a Subsidiary of
the Company shall be added to Consolidated Net Income to compute Consolidated
Cash Flow of the Company only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

     

    “Consolidated Net
Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, provided that:  (i)
the Net Income (but not loss) of any Person that is not a Restricted Subsidiary
or that is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions paid in cash to
the specified Person or a Wholly Owned Subsidiary thereof; (ii) the Net Income
of any Non-Guarantor Restricted Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that
Non-Guarantor Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or

     

    


    
      
        
          
          

        

        
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    any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Non-Guarantor Restricted Subsidiary or its
stockholders; (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded; (iv) the Net Income (but not loss) of any Unrestricted Subsidiary
shall be excluded, whether or not distributed to the specified Person or one of
its Subsidiaries; and (v) any writedowns with respect to, or losses on
dispositions of, Subsidiaries and assets and all restructuring charges incurred
by the Company, the Parent Company and the Subsidiaries, shall be excluded; (vi)
non-recurring fees, expenses or charges (including integration charges and,
without limitation, the write-off of deferred financing fees) incurred in
connection with the Transactions, or any merger, acquisition or consolidation
shall be excluded; and (vii) the cumulative effect of or a change in accounting
principles shall be excluded.

     

    “Consolidated Secured Debt
Ratio” means, as of the date of determination, the ratio of (a) the
Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries
on such date that is secured by Liens to (b) Consolidated Cash Flow of the
Company and its Restricted Subsidiaries for the most recently ended four fiscal
quarters ending immediately prior to such date for which internal financial
statements are available. In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness
or issues or redeems preferred stock subsequent to the commencement of the
period for which the Consolidated Secured Debt Ratio is being calculated but
prior to the date on which the event for which the calculation of the
Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio
Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated
giving pro forma effect
to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period; provided, however, borrowings in the
ordinary course of business under any revolving credit agreement shall not be
given pro forma effect
and shall be included in the calculation of the Consolidated Secured Debt Ratio
only to the extent such borrowings were actually outstanding on such date of
determination.

     

    In
addition, for purposes of calculating the Consolidated Secured Debt
Ratio:

     

    (i)           acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Consolidated Secured
Debt Ratio Calculation Date shall be deemed to have occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (iii) of the proviso
set forth in the definition of Consolidated Net Income;

     

    (ii)           if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Investment,
acquisition, disposition, merger or consolidation that would have required
adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio
shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, merger or consolidation had occurred at the beginning of the
applicable four-quarter period;

     

    


    
      
        
          
          

        

        
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    (iii)           whenever
pro forma effect is to
be given to an Investment, acquisition, disposition, merger or consolidation and
the amount of income or earnings relating thereto, the pro forma calculations
shall be determined in good faith by a responsible financial or accounting
officer of the Company and shall comply with the requirements of Rule 11-02 of
Regulation S-X promulgated by the SEC, except that such pro forma calculations may
include operating expense reductions for such period resulting from such
transaction which is being given pro forma effect that have been realized or (A)
for which the steps necessary for realization have been taken (or are taken
concurrently with such transaction) or (B) with respect to any transactions, for
which the steps necessary for realization are reasonably expected to be taken
within the 12-month period following such transaction and, in each case,
including, but not limited to, (a) reduction in personnel expenses, (b)
reduction of costs related to administrative functions (c) reduction of costs
related to leased or owned properties and (d) reductions from the consolidation
of operations and streamlining of corporate overhead; and

     

    (iv)           the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Consolidated Secured Debt Ratio Calculation Date, including, but not limited to,
divested operations EBITDA, shall be excluded.

     

    “Consolidated Total
Indebtedness” means, as at any date of determination, an amount equal to
the sum of (i) the aggregate amount of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries on a consolidated basis consisting of
Indebtedness for borrowed money, Obligations in respect of Capital Lease
Obligations and debt obligations evidenced by promissory notes and similar
instruments and (ii) the aggregate amount of all outstanding Disqualified Stock
of the Company on a consolidated basis, with the amount of such Disqualified
Stock equal to the greater of its voluntary or involuntary liquidation
preferences and maximum fixed repurchase prices, in each case determined on a
consolidated basis in accordance with GAAP.  For purposes hereof, the
“maximum fixed repurchase price” of any Disqualified Stock that does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Consolidated Total Indebtedness shall be required to be determined
pursuant to the Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Stock, such fair market value shall be
determined reasonably and in good faith by the Company.  Any amount of
Indebtedness in a currency other than U.S. dollars will be converted to U.S.
dollars based on the average exchange rate for such currency for the most recent
twelve month period immediately prior to the date of determination determined in
a manner consistent with that used in calculating Consolidated Cash Flow for the
applicable period.

     

    “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
the Company or the Parent Company who:  (i) was a member of such Board
of Directors on the Conversion Date; or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of the Board of Directors of the Parent
Company at the time of such nomination or election.

     

    “Conversion Date”
means June 13,2008, the date of the Company’s conversion of the Loans into the
Notes pursuant to the Loan Agreement.

     

    


    
      
        
          
          

        

        
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    “Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in Section
12.02 hereof or such other address as to which the Trustee may give notice to
the Company.

     

    “Credit Facilities”
means, with respect to the Company or any Restricted Subsidiary, one or more
debt facilities or commercial paper facilities, in each case with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or other asset securitizations or letters of credit, in each case,
as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time.

     

     “Default” means any
event that is, or with the passage of time or the giving of notice or both would
be, an Event of Default.

     

    “Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, in the form of Exhibit A-1 hereto
except that such Note shall not bear the Global Note Legend and shall not have
the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.

     

    “Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form,
the Person specified in Section 2.03 hereof as the Depositary with respect to
the Notes, and any and all successors thereto appointed as depositary hereunder
and having become such pursuant to the applicable provision of this
Indenture.

     

    “Designated Noncash
Consideration” means the fair market value of noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is so designated as Designated Noncash Consideration pursuant
to an Officers’ Certificate setting forth the basis of such valuation, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale
of such Designated Noncash Consideration.

     

    “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature.  Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.08 hereof.

     

    “Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).

     

    


    
      
        
          
          

        

        
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    “Equity Offering”
means any private or underwritten public offering of common stock of the Company
or the Parent Company in which the gross proceeds to the Company or the Parent
Company, as applicable, are at least $50 million and, in the case of an offering
by the Parent Company, the net proceeds are contributed to the
Company.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Existing
Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries in existence on the date of this Indenture.

     

    “Fixed Charges” means,
with respect to any Person for any period, the sum, without duplication,
of:  (i) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts, and other fees and charges incurred in respect of letter
of credit or bankers’ acceptance financings, and net payments, if any, pursuant
to Hedging Obligations; plus (ii) the consolidated interest expense of such
Person and its Restricted Subsidiaries that was capitalized during such period;
plus (iii) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries, whether or
not such Guarantee or Lien is called upon; plus (iv) cash dividend payments on
any series of preferred stock or Disqualified Stock of such Person or any of its
Restricted Subsidiaries.

     

    “Fixed Charge Coverage
Ratio” means, with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person and its Restricted
Subsidiaries for such period to the Fixed Charges of such Person for such
period.  In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, Guarantees, repays or redeems any
Indebtedness or issues or redeems preferred stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment or redemption of Indebtedness, or
such issuance or redemption of preferred stock, as if the same had occurred at
the beginning of the applicable four-quarter reference period; provided, however, borrowings in the
ordinary course of business under any revolving credit agreement shall not be
given pro forma effect
and shall be included in the calculation of the Fixed Charge Coverage Ratio only
to the extent such borrowings were actually outstanding during the applicable
four-quarter reference period.

     

    In
addition, for purposes of calculating the Fixed Charge Coverage
Ratio:  (i) acquisitions that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Fixed Charge Coverage Ratio Calculation Date shall be deemed to
have occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period

     

    


    
      
        
          
          

        

        
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    shall be
calculated without giving effect to clause (iii) of the proviso set forth in the
definition of Consolidated Net Income; (ii) if since the beginning of such
period any Person (that subsequently became a Restricted Subsidiary or was
merged with or into the Company or any Restricted Subsidiary since the beginning
of such period) shall have made any Investment, acquisition, disposition, merger
or consolidation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving
pro forma effect
thereto for such period as if such Investment, acquisition, disposition, merger
or consolidation had occurred at the beginning of the applicable four-quarter
period; (iii) whenever pro
forma effect is to be given to an Investment, acquisition, disposition,
merger or consolidation and the amount of income or earnings relating thereto,
the pro forma calculations shall be determined in good faith by a responsible
financial or accounting officer of the Company and shall comply with the
requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that
such pro forma
calculations may include operating expense reductions for such period resulting
from such transaction which is being given pro forma effect that have been
realized or (A) for which the steps necessary for realization have been taken
(or are taken concurrently with such transaction) or (B) with respect to any
transactions, for which the steps necessary for realization are reasonably
expected to be taken within the 12-month period following such transaction and,
in each case, including, but not limited to, (a) reduction in personnel
expenses, (b) reduction of costs related to administrative functions (c)
reduction of costs related to leased or owned properties and (d) reductions from
the consolidation of operations and streamlining of corporate overhead; (iv) if
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate
for the entire period (taking into account any Hedging Obligations applicable to
such Indebtedness); (v) interest on a Capital Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of the Company to be the rate of interest implicit in such
Capital Lease Obligation in accordance with GAAP; (vi) interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period, and interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Company may designate; (vii) the Consolidated Cash Flow
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Fixed Charge Coverage
Ratio Calculation Date, shall be excluded; and (viii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Fixed Charge Coverage
Ratio Calculation Date, shall be excluded.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect from time to time.

     

    “Global Note Legend”
means the legend set forth in Section 2.06(g)(ii), which is required to be
placed on all Global Notes issued under this Indenture.

     

    


    
      
        
          
          

        

        
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    “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes, in the form of Exhibit A-1 hereto issued in
accordance with Section 2.01, 2.06(b) or 2.06(d) hereof.

     

    “Government
Securities” means direct obligations of, or obligations guaranteed by,
the United States of America (including any agency or instrumentality thereof)
for the payment of which guarantee or obligations the full faith and credit of
the United States is pledged.

     

    “Guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

     

    “Guarantors” means
each of:  (i) the Parent Company, (ii) each Subsidiary Guarantor and
(iii) any other Subsidiary that executes a Note Guarantee in accordance with the
provisions of this Indenture, and their respective successors and
assigns.

     

    “Hedging Obligations”
means, with respect to any Person, the obligations of such Person
under:  (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements; (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or the value of foreign currencies purchased or received by such Person in
the ordinary course of business; and (iii) any commodity futures or option
contract or similar commodity hedging contract designed to protect such Person
against fluctuations in commodity prices.

     

    “Holder” means the
Person in whose name a Note is registered on the Registrar’s books.

     

    “Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether
or not contingent, in respect of:  (i) borrowed money; (ii) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof); (iii) banker’s acceptances; (iv)
representing Capital Lease Obligations; (v) the balance deferred and unpaid
of the purchase price of any property, except any such balance that constitutes
an accrued expense or trade payable; or (vi) representing any Hedging
Obligations, if and to the extent any of the preceding items (other than letters
of credit and Hedging Obligations) would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP.  In
addition, the term “Indebtedness” includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person.

     

    The
amount of any Indebtedness outstanding as of any date shall be:  (i)
the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time.

     

    


    
      
        
          
          

        

        
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    “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.

     

    “Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

     

    “Intercompany Notes”
means the intercompany notes issued by Restricted Subsidiaries of the Company
that are not Guarantors in favor of the Company or a Guarantor to evidence
advances by the Company or such Guarantor, in each case, in the form attached as
Exhibit F to this Indenture.

     

    “Investments” means,
with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the forms of direct or indirect loans (including
guarantees of Indebtedness or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that would be classified as investments on a
balance sheet prepared in accordance with GAAP excluding Hedging
Obligations.  If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.08
hereof.  The acquisition by the Company or any Subsidiary of the
Company of a Person that holds an Investment in a third Person will be deemed to
be an Investment by the Company or such Subsidiary in such third Person in an
amount equal to the fair market value of the Investment held by the acquired
Person in such third Person in an amount determined as provided in the final
paragraph of Section 4.08 of this Indenture.

     

    “Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New
York, New York or at a place of payment are authorized by law, regulation or
executive order to remain closed.  If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded
or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

     

    “Liquidated Damages”
means all liquidated damages then owing pursuant to Section 3 of the
Registration Rights Agreement.

     

    


    
      
        
          
          

        

        
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    “Loan Agreement” means
the Loan Agreement, dated as of August 30, 2007, among the Company, the Parent
Company, Lehman Commercial Paper Inc., as Administrative Agent, and the lenders
party thereto, relating to a new senior unsecured loan facility.

     

    “Loans” means the
$175,000,000 aggregate principal amount of debt incurred by the Company pursuant
to the Loan Agreement.

     

    “Net Income” means,
with respect to any Person, the net income (loss) of such Person and its
Restricted Subsidiaries, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding,
however:

     

    (i)           any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

     

    (ii)           any
extraordinary or nonrecurring gain or loss, together with any related provision
for taxes on such extraordinary or nonrecurring gain or loss.

     

    “Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset
Sale, including, without limitation, legal, accounting and investment banking
fees, and sales commissions, and any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof, in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.

     

    “Non-Guarantor Restricted
Subsidiary” means any Restricted Subsidiary of the Company that is not a
Guarantor.

     

    “Non-Recourse Debt”
means Indebtedness:  (i) as to which neither the Company nor any of
its Restricted Subsidiaries (a) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable as a guarantor or otherwise, or (c)
constitutes the lender; and (ii) no default with respect to which (including any
rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness (other than the Notes) of the Company or any of
its Restricted Subsidiaries to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity.

     

    “Non-U.S. Person”
means a person who is not a U.S. Person.

     

    “North American
Subsidiary” means a Restricted Subsidiary formed under the laws of a
state of the United States (including the District of Columbia), or under the
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    province
of Canada, that has a principal place of business within the United States, or
Canada, as applicable.

     

    “Note Custodian” means
the Trustee, as custodian with respect to the Global Notes, or any successor
entity thereto.

     

    “Note Guarantee”
means, individually and collectively, the guarantees given by the Guarantors
pursuant to Article 10 hereof, including a notation in the Notes substantially
in the form attached hereto as Exhibit D.

     

    “Notes” has the
meaning assigned to it in the preamble to this Indenture.

     

    “Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

     

    “Offering” means the
resale of the Notes.

     

    “Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person, or any Guarantor, as applicable.

     

    “Officers’
Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer or the principal accounting officer of the
Company, that meets the requirements of Section 12.05 hereof.

     

    “Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee,
that meets the requirements of Section 12.05 hereof.  The counsel may
be an employee of or counsel to the Company (or any Guarantor, if applicable),
the Parent Company, any Subsidiary of the Company or the Trustee.

     

    “Parent Company” means
Cenveo, Inc., a Colorado corporation.

     

    “Participant” means,
with respect to DTC, a Person who has an account with DTC.

     

    “Permitted Businesses”
means the printing business generally including the business conducted by the
Company and its Subsidiaries as of the Conversion Date and any other business or
businesses ancillary, complementary or related thereto.

     

    “Permitted
Investments” means, (i) any Investment in the Company or in a Restricted
Subsidiary of the Company;(ii) any Investment in Cash Equivalents;
(iii) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person if as a result of such Investment:  (a) such
Person becomes a Restricted Subsidiary of the Company; or (b) such Person, in
one transaction or a series of related transactions, is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
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    into, the
Company or a Restricted Subsidiary of the Company; (iv) any Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 4.07 hereof; (v) Investments existing
as of the date of this Indenture; (vi) any acquisition of assets solely in
exchange for the issuance of Equity Interests of the Company;
(vii) accounts receivable, endorsements for collection, deposits or similar
Investments arising in the ordinary course of business; (viii) any Investment by
the Company or a Restricted Subsidiary in assets of a Permitted Business or
assets to be used in a Permitted Business; (ix) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and
owing to the Company or any Subsidiary or in satisfaction of judgments; (x) the
acceptance of notes payable from and loans and advances to officers, directors
and employees of the Company or its Subsidiaries in payment for the purchase of
Capital Stock; and (xi) any other Investment acquired by the Company or any of
its Restricted Subsidiaries; (a) in exchange for any other Investment or
accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable
(including any trade creditor or customer); or (b) as a result of a foreclosure
by the Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in
default; (xii) Hedging Obligations permitted under clause (vii) of Section 4.09
hereof; (xiii) guarantees of Indebtedness permitted under Section 4.09 hereof;
(xiv) Investments consisting of purchases and acquisitions of inventory,
supplies, material or equipment; (xv) advances to, or guarantees of Indebtedness
of, employees not in excess of $5 million outstanding at any one time, in the
aggregate; (xvi) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses, in
each case incurred in the ordinary course of business; (xvii) advances, loans or
extensions of trade credit in the ordinary course of business by the Company or
any of its Restricted Subsidiaries; and (xviii) any other investment in any
Person having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this clause
(xviii) since the Conversion Date and existing at the time such Investment was
made, did not exceed $50 million.

     

    “Permitted Liens”
means (i) Liens incurred to secure Obligations in respect of any Indebtedness
under Credit Facilities permitted to be incurred pursuant to Section 4.09
hereof; provided that,
with respect to Liens securing Obligations permitted under this clause (i), at
the time of incurrence and after giving pro forma effect thereto, the
Consolidated Secured Debt Ratio would be no greater than 3.75 to 1.0; (ii) Liens
in favor of the Company or the Guarantors; (iii) Liens when the Notes are
secured by such Lien on an equal and ratable basis unless the Obligation secured
by any such Lien is subordinate or junior in right of payment to the Notes, in
which case the Lien securing such Obligation must be subordinate and junior to
the Lien securing the Notes with the same or lesser relative priority as such
Obligation shall have been with respect to the Notes; (iv) Liens on property of
a Person existing at the time such Person becomes a Restricted Subsidiary or is
merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company, provided that such Liens were
in existence prior to the contemplation of such acquisition, merger or
consolidation and do not extend to any assets other than those of the Person
acquired or merged into or consolidated with the Company or the Restricted
Subsidiary; (v) Liens on property existing at the time of acquisition
thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were
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    existence
prior to the contemplation of such acquisition; (vi) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (vii) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by Section 4.09 (b)(iv) hereof; (viii) Liens existing on
the Conversion Date; (ix) Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or
other appropriate provision as shall be required in conformity with GAAP shall
have been made therefor; (x) Liens incurred or deposits made in the
ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security, old age pension or
public liability obligations or to secure the payment or performance of bids,
tenders, statutory or regulatory obligations, surety, stay, or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business; (xi) easements, rights-of-way, restrictions, defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the business of the Company or any of
its Subsidiaries; (xii) purchase money liens (including extensions and
renewals thereof); (xiii) Liens securing reimbursement obligations with respect
to letters of credit which encumber only documents and other property relating
to such letters of credit and the products and proceeds thereof;
(xiv) judgment and attachment Liens not giving rise to an Event of Default;
(xv) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements; (xvi) Liens arising
out of consignment or similar arrangements for the sale of goods; (xvii) any
interest or title of a lessor in property subject to any Capital Lease
Obligation or operating lease; (xviii) statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other
Liens imposed by law incurred in the ordinary course of business for sums not
yet delinquent or being contested in good faith by appropriate proceeding, if
such reserve or other appropriate provision, if any, as shall be required by
GAAP shall have been made in respect thereof; (xix) Liens upon specific items of
inventory or other goods and proceeds of any Person securing such Person’s
obligations in respect of bankers’ acceptances issued or created for the account
of such Person to facilitate the purchase, shipment, or storage of such
inventory or other goods; (xx) Liens securing Hedging Obligations that are
otherwise permitted under this Indenture; (xxi) leases or subleases granted to
others that do not materially interfere with the ordinary course of business of
the Company and its Subsidiaries; (xxii) Liens arising from filing Uniform
Commercial Code financing statements regarding leases; (xxiii) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
custom duties in connection with the importation of goods; (xxiv) Liens in
favor of collecting or payor banks having a right of setoff, revocation, refund
or chargeback with respect to money or instruments of the Company or any
Subsidiary on deposit with or in possession of such bank; (xxv) Liens to secure
Non-Recourse Debt; (xxvi) Liens in favor of customers and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business;
(xxvii) Liens (a) of a collection bank arising under the Uniform Commercial Code
on items in the course of collection, (b) encumbering reasonable customary
initial deposits and margin deposits and similar Liens attaching to commodity
trading accounts or other commodity or brokerage accounts incurred in the
ordinary course of business, and (c) in favor of banking institutions arising as
a matter of law encumbering deposits (including the right of set-off) and which
are within the general parameters customary in the banking industry; (xxviii)
any encumbrance or restriction (including put and

     

    


    
      
        
          
          

        

        
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    call
arrangements) with respect to capital stock of any joint venture or similar
arrangement pursuant to any joint venture of similar agreement; (xxix) Liens to
secure any Permitted Refinancing Indebtedness (or successive Permitted
Refinancing Indebtedness) which refinances as a whole, or in part, any
Indebtedness secured by any Lien referred to in the foregoing clauses (i), (iv),
(v), (vii), (viii) and (xii); provided, however, that:  (A)
such new Lien shall be limited to all or part of the same property that secured
the original Lien (plus improvements to or on such property) and (B) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of:  (1) the outstanding principal amount or, if
greater, committed amount of the Indebtedness secured by Liens described under
clauses (i), (iv), (v), (vii), (viii) or (xii) at the time the original Lien
became a Permitted Lien under this Indenture and (2) an amount necessary to
pay any fees and expenses, including premiums, related to such Permitted
Refinancing Indebtedness; and (xxx) Liens not otherwise permitted by clauses (i)
through (xxix) that are incurred in the ordinary course of business of the
Company or any Subsidiary of the Company with respect to obligations that do not
exceed $25 million at any one time outstanding.

     

    “Permitted Payments to Parent
Company” means (i) payments to the Parent Company in an amount sufficient
to permit the Parent Company to pay reasonable and necessary operating expenses
and other general corporate expenses to the extent such expenses relate or are
fairly allocable to the Company and its Subsidiaries including any reasonable
professional fees and expenses not in excess of $5 million in the aggregate
during any consecutive 12-month period; (ii) payment to the Parent Company to
enable the Parent Company to pay foreign, federal, state or local tax
liabilities (“Tax Payment”), not to exceed the amount of any tax liabilities
that would be otherwise payable by the Company and its Subsidiaries to the
appropriate taxing authorities if they filed separate tax returns, to the extent
that the Parent Company has an obligation to pay such tax liabilities relating
to the operations, assets or capital of the Company or its Subsidiaries; provided, however that (a),
notwithstanding the foregoing, in the case of determining the amount of a Tax
Payment that is permitted to be paid by the Company and any of its U.S.
Subsidiaries in respect of their Federal income tax liability, such payment
shall be determined assuming that the Company is the parent company of an
affiliated group (the “Company Affiliated Group”) filing a consolidated Federal
income tax return and that the Parent Company and each such U.S. Subsidiary is a
member of the Company Affiliated Group and (b) any Tax Payments shall either be
used by the Parent Company to pay such tax liabilities within 90 days of the
Parent Company’s receipt of such payment or refunded to the party from whom the
Parent Company received such payments; and (iii) payments to the Parent Company
in an amount sufficient to permit the Parent Company to repurchase, redeem or
other acquire or retire for value any Equity Interests of the Parent Company or
any Restricted Subsidiary of the Parent Company held by any member of the Parent
Company’s (or any of its Subsidiaries’) management pursuant to any management
equity subscription agreement or stock option agreement in effect as of the date
of this Indenture; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $10 million in any calendar year (with unused amounts
in any calendar year being carried over to the next succeeding year, not to
exceed an aggregate of $20 million in any calendar year).

     

    “Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided
that:  (i) the

     

    


    
      
        
          
          

        

        
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    principal
amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus accrued interest on the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of reasonable expenses
incurred in connection therewith including premiums paid, if any, to the Holder
thereof); (ii) such Permitted Refinancing Indebtedness has a final maturity date
either no earlier than the final maturity date of the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded or 91 days
following the maturity of the Notes, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) If the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date no earlier
than the final maturity date of, and is subordinated in right of payment to, the
Notes on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (iv) such Indebtedness is incurred
either by the Company or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

     

    “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

     

    “Principals” means the
officers and directors of the Parent Company at the date of this Indenture,
their Affiliates (as such term is defined under the Exchange Act) and the Parent
Company’s and Company’s Employee Stock Ownership Plan and Trust.

     

    “Private Placement
Legend” means the legend set forth in Section 2.06(g)(i) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.

     

    “QIB” means a
“qualified institutional buyer” as defined in Rule 144A.

     

    “Registration Rights
Agreement” means that certain agreement among the Company, the Guarantors
and Lehman Brothers Inc. that may require the Company to file a shelf
registration statement to register resales of the notes.

     

    “Regulation S” means
Regulation S promulgated under the Securities Act.

     

    “Regulation S Global
Note” means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as appropriate.

     

    “Regulation S Permanent
Global Note” means a permanent Global Note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Regulation S Temporary Global Note upon expiration of the Restricted
Period.

     

    


    
      
        
          
          

        

        
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    “Regulation S Temporary
Global Note” means a temporary global Note in the form of Exhibit A-2
hereto bearing the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

     

    “Related Party” with
respect to any Principal means (i) any controlling stockholder, 80% or more
owned Subsidiary, or spouse or immediate family member (in the case of an
individual) of such Principal; or (ii) any trust, corporation, partnership or
other entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding an 80% or more controlling interest of which consist of
such Principal and/or such other Persons referred to in the immediately
preceding clause (i).

     

    “Representative” means
the indenture trustee or other trustee, agent or representative for any Senior
Debt.

     

    “Responsible Officer,”
when used with respect to the Trustee, means any officer within the corporate
trust department of the Trustee (or any successor group of the Trustee) 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 knowledge of and familiarity with the particular
subject.

     

    “Restricted Definitive
Note” means a Definitive Note bearing the Private Placement
Legend.

     

    “Restricted Global
Note” means a Global Note bearing the Private Placement
Legend.

     

    “Restricted
Investment” means an Investment other than a Permitted
Investment.

     

    “Restricted Period”
means the 40-day restricted period as defined in Regulation S.

     

    “Restricted
Subsidiary” of a Person means any Subsidiary of such Person that is not
an Unrestricted Subsidiary.

     

    “RSTD Global Note”
means the Global Note in the form of Exhibit A-1 hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with and registered in the
name of the Depositary or its nominee which will be issued in a denomination
equal to the outstanding principal amount of the Notes transferred or exchanged
to the Company or any of its Subsidiaries, pursuant to an effective registration
statement under the Securities Act or pursuant to Rule 144 under the Securities
Act.

     

    “Rule 144” means Rule
144 promulgated under the Securities Act.

     

    “Rule 144A” means Rule
144A promulgated under the Securities Act.

     

    “Rule 903” means Rule
903 promulgated under the Securities Act.

     

    


    
      
        
          
          

        

        
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    “Rule 904” means Rule
904 promulgated the Securities Act.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Senior Debt” means
(i) all Indebtedness outstanding under Credit Facilities and all Hedging
Obligations with respect thereto; (ii) any other Indebtedness permitted to be
incurred by the Company or any Restricted Subsidiary under the terms of this
Indenture unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Notes; and (iii) all Obligations with respect to the items listed
in the preceding clauses (i) and (ii). Notwithstanding anything to the contrary
in the preceding sentence, Senior Debt will not include:  (i) any
liability for federal, state, local or other taxes owed or owing by the Company;
(ii) any Indebtedness of the Company to any of its Subsidiaries or other
Affiliates; (iii) any trade payables; or (iv) any Indebtedness that is incurred
in violation of this Indenture other than Indebtedness under a Credit Facility
that is incurred on the basis of a representation by the Company to the
applicable lenders that it is permitted to incur such as Indebtedness under this
Indenture.

     

    “Shelf Registration
Statement” shall have the meaning specified in the Registration Rights
Agreement.

     

    “Significant
Subsidiary” means any Subsidiary that is, or would be, a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

     

    “Stated Maturity”
means, with respect to any installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

     

    “Subsidiary” means,
with respect to any Person:  (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).

     

    “Subsidiary Guarantor”
means any Restricted Subsidiary that shall have guaranteed, pursuant to this
Indenture or a supplemental indenture and the requirements therefor set forth in
this Indenture, the payment of all principal of, and interest and premium, if
any, on the Notes and all other amounts payable under the Notes or this
Indenture.

     

    “Tax Payment” means
any payment of foreign, federal, state or local tax liabilities.

     

    


    
      
        
          
          

        

        
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    “TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
on which this Indenture is qualified under the TIA, except as provided in
Section 9.03 hereof.

     

    “Transactions” means the incurrence of the
Obligations under the Loan Agreement and the Company’s Conversion of the Loans
into the Notes.

     

    “Trustee” means the
party named as such above until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor
serving hereunder.

     

    “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend.

     

    “Unrestricted Global
Note” means a permanent global Note in the form of Exhibit A-1 attached
hereto that bears the Global Note Legend and that has the “Schedule of Exchanges
of Interests in the Global Note” attached thereto, and that is deposited with or
on behalf of and registered in the name of the Depositary, representing a series
of Notes that do not bear the Private Placement Legend.

     

    “Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution,
but only to the extent that such Subsidiary:  (i) has no Indebtedness
other than Non-Recourse Debt; (ii) is not a party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (iii) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to maintain
or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results; and (iv) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries.

     

    Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
board resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.08 hereof.  If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 hereof, the Company shall be in default of such
covenant.  The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i)

     

    


    
      
        
          
          

        

        
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    such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (ii) no Default or Event of Default would be in existence following such
designation.

     

    “U.S. Person” means a
U.S. person as defined in Rule 902(k) under the Securities Act.

     

    “Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such
Person.

     

    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:  (i) the sum of the products of (a) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payment of principal, including payment at final maturity, in
respect thereof, and (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment;
by (ii) the then outstanding principal amount of such Indebtedness.

     

    “Wholly Owned Restricted
Subsidiary” of any Person means a Restricted Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors’ qualifying shares) shall at the time be owned by such
Person and/or by one or more Wholly Owned Restricted Subsidiaries of such
Person.

     

    “Wholly Owned
Subsidiary” of any Person means a Subsidiary of such Person all of the
outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by
one or more Wholly Owned Subsidiaries of such Person or by such Person and one
or more Wholly Owned Subsidiaries of such Person.

     

    SECTION
1.02.          Other
Definitions.

     

    
      	
               

              Term

            	
              Defined
      in

                Section  

            
	
              “Affiliate
      Transaction”

            	
              4.12

            
	
              “Asset
      Sale Offer”

            	
              3.09

            
	
              “Calculation
      Date”

            	
              1.01

            
	
              “Change
      of Control Offer”

            	
              4.06

            
	
              “Change
      of Control Payment”

            	
              4.06

            
	
              “Change
      of Control Payment Date”

            	
              4.06

            
	
              “Company
      Affiliated Group”

            	
              1.01

            
	
              “Consolidated
      Secured Debt Ratio Calculation Date”

            	
              1.01

            
	
              “Covenant
      Defeasance”

            	
              8.03

            
	
              “DTC”

            	
              2.03

            
	
              “Event
      of Default”

            	
              6.01

            
	
              “Fixed
      Charge Coverage Ratio Calculation Date”

            	
              1.01

            
	
              “incur”

            	
              4.09

            


    

    


    


    
      
        
          
          

        

        
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              Term

            	
              Defined
      in

                Section  

            
	
              “Legal
      Defeasance”

            	
              8.02

            
	
              “Offer
      Amount”

            	
              3.09

            
	
              “Offer
      Period”

            	
              3.09

            
	
              “Other
      Debt”

            	
              4.07

            
	
              “Paying
      Agent”

            	
              2.03

            
	
              “Payment
      Default”

            	
              6.01

            
	
              “Permitted
      Debt”

            	
              4.09

            
	
              “Purchase
      Date”

            	
              3.09

            
	
              “Registrar”

            	
              2.03

            
	
              “Restricted
      Payments”

            	
              4.08

            


    

    


    SECTION
1.03.          Incorporation
by Reference of Trust Indenture Act.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     

    The
following TIA terms used in this Indenture have the following
meanings:

     

    “indenture
securities” means the Notes and the Note Guarantees;

     

    “indenture
security Holder” means a Holder of a Note;

     

    “indenture
to be qualified” means this Indenture;

     

    “indenture
trustee” or “institutional trustee” means the Trustee;

     

    “obligor”
on the Notes means the Company or any Guarantor and any successor obligor upon
the Notes.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    SECTION
1.04.          Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    (i)           a
term has the meaning assigned to it;

     

    (ii)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    (iii)           “or”
is not exclusive;

     

    


    
      
        
          
          

        

        
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    (iv)           words
in the singular include the plural, and in the plural include the
singular;

     

    (v)           provisions
apply to successive events and transactions; and

     

    (vi)           references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time.

     

    ARTICLE
2

     

    THE NOTES

     

    SECTION
2.01.          Form and
Dating.

     

    The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A-1 hereto.  The notation on each Note relating to the
Note Guarantees shall be substantially in the form set forth on Exhibit D, which
is a part of this Indenture.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note
shall be dated the date of its authentication.  The Notes shall be in
denominations of $1,000 and integral multiples thereof.

     

    The terms
and provisions contained in the Notes (including the Note Guarantees) shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors, and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

     

    Notes
issued in global form shall be substantially in the form of Exhibit A-1 attached
hereto (including the Global Note Legend and the “Schedule of Exchanges in the
Global Note” attached thereto).  Notes issued in definitive form shall
be substantially in the form of Exhibit A-1 attached hereto (but without the
Global Note Legend and without the “Schedule of Exchanges of Interests in the
Global Note” attached thereto).  Each Global Note shall represent such
of the outstanding Notes as shall be specified therein and each shall provide
that it shall represent the aggregate principal amount of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions.  Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

     

    Notes
offered and sold in reliance on Regulation S shall be issued initially in the
form of the Regulation S Temporary Global Note (accompanied by a notation of the
Note Guarantees duly endorsed by the Guarantors), which shall be deposited on
behalf of the

     

    


    
      
        
          
          

        

        
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    purchasers
of the Notes represented thereby with the Trustee, at its St. Paul, Minnesota
office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The Restricted
Period shall be terminated upon the receipt by the Trustee of (i) a written
certificate from the Depositary, together with copies of certificates from a
participant certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
will take delivery of a beneficial ownership interest in a 144A Global Note or
an RSTD Global Note bearing a Private Placement Legend, all as contemplated by
Section 2.06(b)(ii) hereof), and (ii) an Officers’ Certificate from the
Company.  Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures.  Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note.  The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case may
be, in connection with transfers of interest as hereinafter
provided.

     

    SECTION
2.02.          Execution and
Authentication.

     

    Two
Officers shall sign the Notes for the Company by manual or facsimile
signature.  The Company’s seal shall be reproduced on the Notes and
may be in facsimile form.

     

    If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid.

     

    A Note
shall not be valid until authenticated by the manual signature of the
Trustee.  The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

     

    The
Trustee shall, upon a written order of the Company signed by two Officers,
authenticate Notes, with the Note Guarantees endorsed thereon, for original
issue up to the aggregate principal amount stated in paragraph 4 of the
Notes.  The aggregate principal amount of Notes outstanding at any
time may not exceed such amount except as provided in Section 2.07
hereof.  The aggregate principal amount of the Notes that may be
issued under this Indenture is unlimited.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Company.

     

    


    
      
        
          
          

        

        
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    SECTION
2.03.          Registrar and
Paying Agent.

     

    The
Company and the Guarantors shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying
Agent”).  The Registrar shall keep a register of the Notes and of
their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term
“Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.  The Company may change any Paying Agent or
Registrar without notice to any Holder.  The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture.  The Trustee will initially act as Paying Agent and
Registrar for the Notes.  The Company may change the Paying Agent or
Registrar without prior notice to the Holders of the Notes, or the Company or
any of its Subsidiaries or the Parent Company may act as Paying Agent or
Registrar.  If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such.  The
Company or any of the Guarantors may act as Paying Agent or
Registrar.

     

    The
Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.

     

    The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Note Custodian with respect to the Global Notes.

     

    SECTION
2.04.          Paying Agent to
Hold Money in Trust.

     

    The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company or the Guarantors in making any such
payment.  While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee.  The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Guarantor) shall have no further liability for the
money.  If the Company or a Guarantor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

     

    SECTION
2.05.          Holder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA Section 312(a).  If the Trustee is not
the Registrar, the Company and/or the Guarantors shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of Notes and the Company and the Guarantors shall otherwise comply with
TIA Section 312(a).

     

    


    
      
        
          
          

        

        
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    SECTION
2.06.          Transfer and
Exchange. 

     

    (a)           Transfer and Exchange of
Global Notes.  A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.  All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903 under the
Securities Act.  Upon the occurrence of either of the preceding events
in (i) or (ii) above, Definitive Notes (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) shall be issued in such names as the
Depositary shall instruct the Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.11 hereof.  Every Note authenticated and delivered in exchange for,
or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.07 or
2.11 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note.  A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a), however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.06(b) or
(c) hereof.

     

    (b)           Transfer and Exchange of
Beneficial Interests in the Global Notes.  The transfer and
exchange of beneficial interests in the Global Notes shall be effected through
the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Beneficial interests in the Restricted Global
Notes shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act.  Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs as applicable:

     

    (i)           Transfer of Beneficial
Interests in the Same Global Note.  Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that prior to the expiration of the Restricted Period
transfers of beneficial interests in the Regulation S Temporary Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser in a resale pursuant to Rule
144A).  Beneficial interests in any Unrestricted Global Note may be
transferred only to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note.  No written orders
or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i).

     

    


    
      
        
          
          

        

        
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    (ii)           All Other Transfers and
Exchanges of Beneficial Interests in Global Notes.  In
connection with all transfers and exchanges of beneficial interests in a Global
Note other than a transfer of a beneficial interest in a Global Note to a Person
who takes delivery thereof in the form of a beneficial interest in the same
Global Note, the transferor of such beneficial interest must deliver to the
Registrar either (A) (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest
in another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged and (ii) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase or (B) (i) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (ii) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (i) above;
provided that in no event shall Definitive Notes be issued upon the transfer or
exchange of beneficial interests in the Regulation S Temporary Global Note prior
to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the Securities
Act.  Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and
the Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.06(h) hereof.

     

    (iii)           Transfer of Beneficial
Interests to Another Restricted Global Note.  A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of clause (ii) above
and the Registrar receives the following:

     

    (A)           if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;

     

    (B)           if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Temporary Global Note or the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (2) thereof; and

     

    (C)           if
the transferee will take delivery in the form of a beneficial interest in the
RSTD Global Note, then the transferor must deliver (x) a certificate in the form
of Exhibit B hereto, including the certifications and certificates and Opinion
of Counsel required by item (3) thereof, if applicable.

     

    (iv)           Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in the
Unrestricted Global Note.  A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest

     

    


    
      
        
          
          

        

        
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    in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note if the
exchange or transfer complies with the requirements of clause (ii) above
and:

     

    (A)           [Reserved]

     

    (B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

     

    (C)           [Reserved];
or

     

    (D)           the
Registrar receives the following:

     

    (i)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof;

     

    (ii)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof; and

     

    (iii)           in
each such case set forth in this subparagraph (D), an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are not required
in order to maintain compliance with the Securities Act.

     

    If any
such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes (accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) in an aggregate principal amount equal to the principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     

    Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.

     

    (c)           Transfer or Exchange of
Beneficial Interests for Definitive Notes.

     

    (i)           If
any holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon receipt by the Registrar of the following
documentation:

     

    


    
      
        
          
          

        

        
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    (A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;

     

    (B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;

     

    (C)           if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;

     

    (D)           if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;

     

    (E)           if
such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable;

     

    (F)           if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or

     

    (G)           if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,

     

    the
Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note (accompanied by a notation of
the Note Guarantees duly endorsed by the Guarantors) in the appropriate
principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant.  The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
shall

     

    


    
      
        
          
          

        

        
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    bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.

     

    (ii)           Notwithstanding
Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be (A) exchanged for a Definitive Note prior to
(x) the expiration of the Restricted Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903 under the Securities Act or
(B) transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to the conditions set forth in clause (A) above or unless
the transfer is pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 903 or Rule 904.

     

    (iii)           Notwithstanding
Section 2.06(c)(i) hereof, a holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted Definitive
Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if:

     

    (A)           [Reserved];

     

    (B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

     

    (C)           [Reserved];
or

     

    (D)           the
Registrar receives the following:

     

    (1)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note that does not bear the
Private Placement Legend, a certificate from such holder in the form of Exhibit
C hereto, including the certifications in item (1)(b) thereof;

     

    (2)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a Definitive Note that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; and

     

    in each
such case set forth in this subparagraph (D), an Opinion of Counsel in form
reasonably acceptable to the Company, to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are not required
in order to maintain compliance with the Securities Act.

     

    (iv)           If
any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note,

     

    


    
      
        
          
          

        

        
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    then,
upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the
Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note (accompanied by a notation of
the Note Guarantees duly endorsed by the Guarantors) in the appropriate
principal amount.  Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.  Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iv) shall not bear the Private Placement Legend.  A beneficial
interest in an Unrestricted Global Note cannot be exchanged for a Definitive
Note bearing the Private Placement Legend or transferred to a Person who takes
delivery thereof in the form of a Definitive Note bearing the Private Placement
Legend.

     

    (d)           Transfer and Exchange of
Definitive Notes for Beneficial Interests.

     

    (i)           If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:

     

    (A)           if
the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;

     

    (B)           if
such Definitive Note is being transferred to a QIB in accordance with Rule 144A
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;

     

    (C)           if
such Definitive Note is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;

     

    (D)           if
such Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(A) thereof;

     

    (E)           if
such Definitive Note is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B)

     

    


    
      
        
          
          

        

        
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    through
(D) above, a certificate to the effect set forth in Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable;

     

    (F)           if
such Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(B) thereof; or

     

    (G)           if
such Definitive Note is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(C) thereof, the
Trustee shall cancel the Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note,
in the case of clause (C) above, the Regulation S Global Note, and in all other
cases, the RSTD Global Note.

     

    (ii)           A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note only if:

     

    (A)           [Reserved];

     

    (B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

     

    (C)           [Reserved];
or

     

    (D)           the
Registrar receives the following:

     

    (i)           if
the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof;

     

    (ii)           if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof; and

     

    (iii)           in
each such case set forth in this subparagraph (D), an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act, that the restrictions on
transfer contained herein and in the Private Placement Legend are not required
in order to maintain compliance with the Securities Act, and such Definitive
Notes are being exchanged or

     

    


    
      
        
          
          

        

        
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    transferred
in compliance with any applicable blue sky securities laws of any State of the
United States.

     

    Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global
Note.

     

    (iii)           A
Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time.  Upon receipt of
a request for such an exchange or transfer, the Trustee shall cancel the
applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global
Notes.

     

    If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes (accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) in an aggregate principal amount equal to the principal amount of
beneficial interests transferred pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above.

     

    (e)           Transfer and Exchange of
Definitive Notes for Definitive Notes.  Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 2.06(e), the Registrar shall register the transfer or exchange of
Definitive Notes.  Prior to such registration of transfer or exchange,
the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by his attorney,
duly authorized in writing.  In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
pursuant to the provisions of this Section 2.06(e).

     

    (i)           Restricted
Definitive Notes may be transferred to and registered in the name of Persons who
take delivery thereof if the Registrar receives the following:

     

    (A)           if
the transfer will be made pursuant to Rule 144A under the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;

     

    (B)           if
the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and

     

    (C)           if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.

     

    


    
      
        
          
          

        

        
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    (ii)           Any
Restricted Definitive Note may be exchanged by the Holder thereof for an
Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if:

     

    (A)           [Reserved];

     

    (B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

     

    (C)           [Reserved];
or

     

    (D)           the
Registrar receives the following:

     

    (i)           if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(a)
thereof;

     

    (ii)           if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; and

     

    (iii)           in
each such case set forth in this subparagraph (D), an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act, that the restrictions on
transfer contained herein and in the Private Placement Legend are not required
in order to maintain compliance with the Securities Act, and such Restricted
Definitive Note is being exchanged or transferred in compliance with any
applicable blue sky securities laws of any State of the United
States.

     

    (iii)           A
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who
takes delivery thereof in the form of an Unrestricted Definitive
Note.  Upon receipt of a request for such a transfer, the Registrar
shall register the Unrestricted Definitive Notes pursuant to the instructions
from the Holder thereof.  Unrestricted Definitive Notes cannot be
exchanged for or transferred to Persons who take delivery thereof in the form of
a Restricted Definitive Note.

     

    (f)           [Reserved]

     

    (g)           Legends.  The
following legends shall appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

     

    


    
      
        
          
          

        

        
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    (i)           Private Placement
Legend.

     

    (A)           Except
as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:

     

    “THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (A)
THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR
THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WERE THE
OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (B) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION
TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (I) TO
THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (III) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (IV) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

     

    


    
      
        
          
          

        

        
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    REGULATION
S UNDER THE SECURITIES ACT OR (V) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, AND THE
REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (IV) OR (V) TO REQUIRE THAT AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE TRUSTEE
AND THE REGISTRAR IS COMPLETED AND DELIVERED BY THE TRANSFEROR.  THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.”

     

    (B)           Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii)
of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.

     

    (ii)           Global Note
Legend.  Each Global Note shall bear a legend in substantially
the following form:

     

    “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.”

     

    


    
      
        
          
          

        

        
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    (iii)           Regulation S Temporary
Global Note Legend.  The Regulation S Temporary Global Note
shall bear a legend in substantially the following form:

     

    “THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.”

     

    (h)           Cancellation and/or
Adjustment of Global Notes.  At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole
and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof.  At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note, by the Trustee or by the
Depositary at the direction of the Trustee, to reflect such
increase.

     

    (i)           General Provisions Relating
to Transfers and Exchanges.

     

    (i)           To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes (in each case,
accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) upon the Company’s order or at the Registrar’s request.

     

    (ii)           No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.06, 4.07 and 9.05
hereof).

     

    (iii)           The
Registrar shall not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

     

    


    
      
        
          
          

        

        
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    (iv)           All
Global Notes and Definitive Notes (in each case, accompanied by a notation of
the Note Guarantees duly endorsed by the Guarantors) issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company and the Guarantors, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or
exchange.

     

    (v)           The
Company shall not be required (A) to issue, to register the transfer of or to
exchange Notes during a period beginning at the opening of business 15 days
before the day of mailing of notice of redemption and ending at the close of
business on the day of such mailing, (B) to register the transfer of or to
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part or (C) to register the
transfer of or to exchange a Note between a record date and the next succeeding
Interest Payment Date.

     

    (vi)           Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Company shall be affected by notice to
the contrary.

     

    (vii)           The
Trustee shall authenticate Global Notes and Definitive Notes (in each case,
accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) in accordance with the provisions of Section 2.02
hereof.

     

    (viii)                      All
certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a transfer or exchange may
be submitted by facsimile.

     

    (ix)           Each
Holder of a Note agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such
Holder’s Note in violation of any provision of this Indenture and/or applicable
United States federal or state securities law.

     

    (x)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depositary participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

     

    SECTION
2.07.          Replacement
Notes.

     

    If any
mutilated Note is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon the written order of the
Company signed by two

     

    


    
      
        
          
          

        

        
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    Officers
of the Company, shall authenticate a replacement Note (accompanied by a notation
of the Note Guarantees duly endorsed by the Guarantors) if the Trustee’s
requirements are met.  An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Guarantors, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Company may charge for its expenses in replacing a
Note.

     

    Every
replacement Note is an additional obligation of the Company and the Guarantors
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

     

    SECTION
2.08.          Outstanding
Notes.

     

    The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding.  Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

     

    If a Note
is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.

     

    If the
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.

     

    If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue
interest.

     

    SECTION
2.09.          Treasury
Notes.

     

    In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, by
any Guarantor or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any Guarantor,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

     

    SECTION
2.10.          Temporary
Notes.

     

    Until
Definitive Notes are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Notes (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) upon a written order of the Company
signed by two Officers of the Company.  Temporary Notes shall be
substantially in the form of definitive Notes but may

     

    


    
      
        
          
          

        

        
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    have
variations that the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee.  Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Notes (accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) in exchange for temporary Notes.

     

    Holders
of temporary Notes shall be entitled to all of the benefits of this
Indenture.

     

    SECTION
2.11.          Cancellation.

     

    The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall return such canceled Notes to the Company.  The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

     

    SECTION
2.12.          Defaulted
Interest.

     

    If either
the Company or any Guarantor defaults in a payment of interest on the Notes, it
or they (to the extent of their obligations under the Note Guarantees) shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment.  The Company shall fix or cause to
be fixed each such special record date and payment date, provided that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted interest.  At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

     

    SECTION
2.13.          CUSIP
Numbers.

     

    The
Company in issuing the Notes 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 Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly notify the Trustee of any change
in the “CUSIP” numbers.

     

    SECTION
2.14.          Liquidated
Damages.

     

    If
Liquidated Damages are payable by the Company pursuant to Section 3 of the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that

     

    


    
      
        
          
          

        

        
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    effect
stating (i) the amount of such Liquidated Damages that are payable and
(ii) the date on which such damages are payable.  Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Liquidated Damages are
payable.  If the Company has paid Liquidated Damages directly to the
persons entitled to them, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

     

    SECTION
2.15.          Issuance of
Additional Notes.

     

    The
Company shall be entitled to issue Additional Notes under this Indenture which
shall have substantially identical terms as the Notes, other than with respect
to the date of issuance, issue price, amount of interest payable on the first
payment date applicable thereto or upon a registration default as provided under
a registration rights agreement related thereto and, terms of optional
redemption, if any; provided that such
issuance is not prohibited by Section 4.09.  The Notes and any
Additional Notes shall be treated as a single class for all purposes under this
Indenture.

     

    With
respect to any Additional Notes, the Company shall set forth in a resolution of
its Board of Directors (or a duly appointed committee thereof) and in an
Officers’ Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

     

    (1)           the
aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;

     

    (2)           the
issue price and the issue date of such Additional Notes and the amount of
interest payable on the first payment date applicable thereto; and

     

    (3)           whether
such Additional Notes shall be transfer restricted securities or shall be
registered securities.

     

    ARTICLE
3

     

    REDEMPTION AND PREPAYMENT

     

    SECTION
3.01.          Notices to
Trustee.

     

    If the
Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 35 days but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.  Such notice shall be given at
least 45 days prior to the redemption date in the event the Company desires that
the Trustee give notice of redemption to the holders of the Notes as more
particularly set forth in Section 3.03.

     

    


    
      
        
          
          

        

        
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    SECTION
3.02.          Selection of
Notes to Be Redeemed.

     

    If less
than all of the Notes are to be redeemed at any time, the Trustee will select
Notes for redemption on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate.

     

    No Notes
of $1,000 or less shall be redeemed in part.  Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address.  Notices of redemption may not be conditional.

     

    If any
Note is to be redeemed in part only, the notice of redemption that relates to
that Note shall state the portion of the principal amount thereof to be
redeemed.  A new Note in principal amount equal to the unredeemed
portion of the original Note will be issued in the name of the Holder thereof
upon cancellation of the original Note.  Notes called for redemption
become due on the date fixed for redemption.  On and after the
redemption date, interest ceases to accrue on Notes or portions of them called
for redemption.

     

    SECTION
3.03.          Notice of
Redemption.

     

    Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

     

    The
notice shall identify the Notes to be redeemed (including CUSIP numbers) and
shall state:

     

    (a)           the
redemption date;

     

    (b)           the
redemption price;

     

    (c)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
shall be issued upon cancellation of the original Note;

     

    (d)           the
name and address of the Paying Agent;

     

    (e)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;

     

    (f)           that,
unless the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

     

    (g)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and

     

    


    
      
        
          
          

        

        
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    (h)           that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Notes.

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company shall
have delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

     

    SECTION
3.04.          Effect of
Notice of Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price.  A notice of redemption may not be
conditional.

     

    SECTION
3.05.          Deposit of
Redemption Price.

     

    One
Business Day prior to the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date.  The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Notes or the portions
of Notes called for redemption.  If a Note is redeemed on or after an
interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such record date.  If
any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

     

    SECTION
3.06.          Notes Redeemed
in Part.

     

    Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
the Company’s written request, the Trustee shall authenticate for the Holder at
the expense of the Company a new Note (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) equal in principal amount to the
unredeemed portion of the Note surrendered.

     

    SECTION
3.07.          Optional
Redemption.

     

    (a)           Except
as set forth in clause (b) of this Section 3.07, the Company shall not have the
option to redeem the Notes pursuant to this Section 3.07 prior to August 15,
2012.  Thereafter, the Company may redeem all or a part of the Notes
(which includes Additional Notes, if any) upon not less than 30 nor more than 60
days’ notice, at the redemption prices

     

    


    
      
        
          
          

        

        
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    (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on August 15 of the years indicated
below:

     

    
      	
              YEAR

            	
              PERCENTAGE

            
	
              2012                                                       

            	
              105.250%

            
	
              2013                                                       

            	
              102.625%

            
	
              2014
      and
      thereafter                                                       

            	
              100.000%

            


    

    


    (b)           Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to August
15, 2011, the Company may at its option on any one or more occasions redeem the
Notes (including Additional Notes, if any) in an aggregate principal amount not
to exceed 35% of the aggregate principal amount of the Notes (including
Additional Notes, if any) originally issued at a redemption price of 110.500% of
the principal amount thereof, plus accrued and unpaid interest thereon, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided
that:

     

    (i) at
least 65% of such aggregate principal amount of the Notes (including Additional
Notes, if any) originally issued remains outstanding immediately after the
occurrence of such redemption (other than Notes held directly or indirectly by
the Parent Company, the Company and its Affiliates); and

     

    (ii) each
such redemption must occur within 90 days of the date of the closing of such
Equity Offering.

     

    (c)           Any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Section 3.01 through 3.06 hereof.

     

    SECTION
3.08.          Mandatory
Redemption.

     

    Except as
set forth under Sections 4.06 and 4.07 hereof, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     

    SECTION
3.09.          Offer to
Purchase by Application of Net Proceeds.

     

    In the
event that, pursuant to Section 4.07 hereof, the Company shall be required to
commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it
shall follow the procedures specified below.

     

    The Asset
Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”).  Promptly after the
termination of the Offer Period (the “Purchase Date”), the Company shall
purchase the principal amount of Notes required to be purchased pursuant to
Section 4.07 hereof (the “Offer Amount”) or, if less than the Offer Amount has
been tendered, all Notes tendered in response to the Asset Sale
Offer.  Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

     

    


    
      
        
          
          

        

        
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    If the
Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest shall be paid to
the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.

     

    Upon the
commencement of an Asset Sale Offer, the Company shall send, by first class
mail, a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer.  The Asset Sale Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

     

    (a)           that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.07 hereof and the length of time the Asset Sale Offer shall remain
open;

     

    (b)           the
Offer Amount, the purchase price and the Purchase Date and, if the Company or
any Restricted Subsidiary is required to and does make an offer to holders of
Other Debt as contemplated by clause (c) of the second paragraph of
Section 4.07, the notice shall state that fact, that the Offer Amount will
be reduced by the amount of Other Debt required to be purchased pursuant to such
other offer, and that the amount of such reduction will not be known until the
expiration of such other offer, which shall not be later than the expiration of
the Offer Period;

     

    (c)           that
any Note not tendered or accepted for payment shall continue to accrete or
accrue interest;

     

    (d)           that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrete or accrue
interest after the Purchase Date;

     

    (e)           that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
only elect to have all of such Note purchased and may not elect to have only a
portion of such Note purchased;

     

    (f)           that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Company, a depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice at least three days before the
Purchase Date;

     

    (g)           that
Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;

     

    (h)           that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Company shall select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Company so
that

     

    


    
      
        
          
          

        

        
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    only
Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased); and

     

    (i)           that
Holders whose Notes were purchased only in part shall be issued new Notes
(accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

     

    On or
before the Purchase Date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes
or portions thereof tendered pursuant to the Asset Sale Offer, or if less than
the Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 3.09.  The Company, the Depositary or the Paying Agent, as the
case may be, shall promptly mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note (in
each case, accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors), and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered.  Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof.  The Company shall publicly announce the results of
the Asset Sale Offer on the Purchase Date.

     

    Other
than as specifically provided in this Section 3.09, any purchase pursuant to
this Section 3.09 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.

     

     

    ARTICLE
4

     

    COVENANTS

     

    SECTION
4.01.          Payment of
Notes.

     

    The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or any
Guarantor thereof, holds as of 10:00 a.m.  Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.  The Company shall pay all Liquidated Damages, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

     

    The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum
in excess of the then applicable interest rate on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of

     

    


    
      
        
          
          

        

        
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    interest
and Liquidated Damages (without regard to any applicable grace period) at the
same rate to the extent lawful.

     

    SECTION
4.02.          Maintenance of
Office or Agency.

     

    The
Company shall maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company or the Guarantors in respect of the Notes and this Indenture
may be served.  The Company shall 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.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Notes 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 the Borough of Manhattan,
the City of New York for such purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in location of any such other office or agency.

     

    The
Company hereby designates the office of U.S. Bank Trust National Association,
100 Wall Street, Suite 1600, New York, NY 10005, as one such office or agency of
the Company in accordance with Section 2.03.

     

    SECTION
4.03.          Compliance
Certificate.

     

    (a)           The
Company and the Guarantors shall deliver to the Trustee, within 90 days after
the end of the fiscal year, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company or such Guarantor, as the case may be, has kept,
observed, performed and fulfilled its obligations under this Indenture and the
Guarantees, respectively, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the Company or such
Guarantor, as the case may be, has kept, observed, performed and fulfilled each
and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company or such Guarantor, as the case may be, is taking or
proposes to take with respect thereto).

     

    (b)           So
long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.18(a) shall be accompanied by a written
statement of the Company’s independent public accountants (who shall be a firm
of established national reputation) that in

     

    


    
      
        
          
          

        

        
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    making
the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

     

    (c)           Each
of the Company and the Guarantors shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer of the Company
or any Guarantor becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

     

    SECTION
4.04.          Taxes.

     

    The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders of the Notes.

     

    SECTION
4.05.          Stay, Extension
and Usury Laws.

     

    Each of
the Company and the Guarantors covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been
enacted.

     

    SECTION
4.06.          Change of
Control.

     

    (a)           If
a Change of Control occurs, each Holder of Notes will have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of that Holder’s Notes pursuant to the offer described below
(the “Change of Control Offer”).  In the Change of Control Offer, the
Company will offer a “Change of Control Payment” in cash equal to 101% of the
aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest thereon, if any, to the date of purchase.  Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase such Holder’s Notes on the date specified in such
notice (the “Change of Control Payment Date”), pursuant to the procedures
required by this Indenture and described in such notice.  The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.  To the extent the

     

    


    
      
        
          
          

        

        
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    provisions
of any securities laws are inconsistent with the terms of this Indenture, the
Company will not be deemed to have breached this covenant by complying with such
laws.

     

    (b)           On
the Change of Control Payment Date, the Company will, to the extent
lawful:

     

    (i)           accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;

     

    (ii)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and

     

    (iii)           deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company.

     

    (c)           The
Paying Agent will promptly mail to each Holder of Notes so tendered the Change
of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided that
each such new Note will be in a principal amount of $1,000 or an integral
multiple thereof.

     

    (d)           The
Company will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

     

    (e)           The
provisions described in this Section 4.06 that require the Company to make a
Change of Control Offer following a Change of Control will be applicable
regardless of whether or not any other provisions of this Indenture are
applicable.

     

    (f)           The
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     

    SECTION
4.07.          Asset
Sales.

     

    The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

     

    (a)           the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value (as determined in good faith by the Company) of the assets or Equity
Interests issued or sold or otherwise disposed of; and

     

    (b)           at
least 75% of the Net Proceeds received by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents.  For purposes
of this provision, each of the following shall be deemed to be
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    (i)           any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet), of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Note Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability;

     

    (ii)           any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash (to the extent of the cash received in that
conversion) within 180 days following the closing of such Asset Sale;
and

     

    (iii)           any
Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market value
(as determined in good faith by the Board of Directors of the Company), taken
together with all other Designated Noncash Consideration received pursuant to
this clause (iii) that is at that time outstanding, not to exceed the greater of
(A) $75 million or (B) five percent (5%) of the total assets of the Company and
its Restricted Subsidiaries on a consolidated basis, as shown on the most recent
balance sheet of the Company and determined in accordance with GAAP (with the
fair market value of each item of Designated Noncash Consideration being
measured at the time received without giving effect to subsequent changes in
value), shall be deemed to be cash for purposes of this paragraph and for no
other purpose.

     

    Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or a Restricted Subsidiary must apply such Net Proceeds:

     

    (a)           to
be reinvested in the business of the Company or a Restricted
Subsidiary;

     

    (b)           to
repay or retire any Senior Debt (including, but not limited to, revolving credit
borrowings in which the related commitments are terminated); or

     

    (c)           to
make an offer to purchase the Notes at 100% of principal amount, plus accrued
and unpaid interest, if any, and if applicable, to make an offer to the holders
of other Indebtedness of the Company that ranks pari passu with the Notes
(the “Other Debt”) and that by its terms requires the Company to make an offer
to purchase such Other Debt upon consummation of an Asset Sale, to purchase such
Other Debt on a pro rata basis with the Notes.

     

    Pending
the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings.

     

    SECTION
4.08.          Restricted
Payments.

     

    The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
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    (a)           declare
or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or to
the Company or a Restricted Subsidiary of the Company);

     

    (b)           purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company or any
Restricted Subsidiary of the Company (other than any such Equity Interests owned
by the Company or any Restricted Subsidiary of the Company);

     

    (c)           make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, any Indebtedness that is subordinated to the Notes
or the Note Guarantees (other than the Notes or the Note Guarantees), except a
payment of interest or principal at the Stated Maturity thereof; or

     

    (d)           make
any Restricted Investment (all such payments and other actions set forth in
clauses (a) through (d) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted
Payment:

     

    (i)           no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof;

     

    (ii)           the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as
if such Restricted Payment had been made at the beginning of the most recently
ended four-quarter period for which internal financial statements are available,
have been permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and


     

    (iii)           such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the
Conversion Date (excluding Restricted Payments permitted by clauses (iii), (v),
(vii), (viii) and (ix) of the next succeeding paragraph), is less than the sum,
without duplication, of

     

    (A)           50%
of the Consolidated Net Income (or, in each case such Consolidated Net Income is
a deficit, minus 100% of such deficit) of the Company since the first day of the
fiscal quarter in which the Conversion Date occurs, plus

     

    (B)           the
aggregate net cash proceeds received by the Company on and after the first day
of the fiscal quarter in which the Conversion Date occurs from the sale of
Equity Interests or any Indebtedness that is convertible into Capital Stock and
has been so converted, plus

     

    


    
      
        
          
          

        

        
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    (C)           the
aggregate cash and the fair market value, as determined in good faith by the
Board of Directors of the Company, of property and marketable securities
received by the Company as capital contributions on and after the first day of
the fiscal quarter in which the Conversion Date occurs, plus

     

    (D)           100%
of the aggregate amount of cash and the fair market value, as determined in good
faith by the Board of Directors of the Company, of property and marketable
securities, in each case, received on and after the first day of the fiscal
quarter in which the Conversion Date occurs by means of (A) the sale or other
disposition (other than of the Company or a Restricted Subsidiary) of Restricted
Investments made by the Company or its Restricted Subsidiaries and repurchases
and redemptions of such Restricted Investments from the Company or its
Restricted Subsidiaries and repayments of loan advances which constitute
Restricted Investments by the Company or its Restricted Subsidiaries or (B) the
sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock
of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary
(other than, in each case, to the extent the Investment in such Unrestricted
Subsidiary constituted a Permitted Investment) or a dividend from an
Unrestricted Subsidiary, plus

     

    (E)           $50
million.

     

    (e)           So
long as no Default or Event of Default has occurred and is continuing or would
be caused thereby, the preceding provisions will not prohibit:

     

    (i)           the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would have complied with the provisions
of this Indenture;

     

    (ii)           the
repurchase, redemption, defeasance, retirement or other acquisition of any pari passu or subordinated
Indebtedness of the Company or any Guarantor or of any Equity Interests of the
Company or any Restricted Subsidiary in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of, Equity Interests of the Company;

     

    (iii)           the
redemption, repurchase, defeasance, retirement or other acquisition of pari passu or subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness;

     

    (iv)           the
payment of any dividend by a Restricted Subsidiary of the Company to the holders
of its common Equity Interests on a pro rata basis;

     

    (v)           the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any member of the Company’s (or any of its Subsidiaries’) management pursuant
to any management equity subscription agreement or stock option agreement in
effect as of the Conversion Date; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $10 million in any

     

    


    
      
        
          
          

        

        
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    calendar
year (with unused amounts in any calendar year being carried over to the next
succeeding year, not to exceed an aggregate of $20 million in any calendar
year);

     

    (vi)           the
making of any Restricted Investment, directly or indirectly, out of the net cash
proceeds of substantially concurrent sales (other than to a Subsidiary) of
Equity Interests of the Company;

     

    (vii)          the
repurchase, redemption, retirement or other acquisition of Equity Interests of
the Company or any Restricted Subsidiary issued, or Indebtedness incurred, by
the Company or any Restricted Subsidiary in connection with the acquisition of
any Person or any assets to the former owners of such Person or
assets;

     

    (viii)         the
repayment of the principal amount of any revolving credit borrowings under
Credit Facilities or, to the extent permitted under this Indenture, the
repayment or retirement of other Indebtedness under the Credit Facilities;
and

     

    (ix)           Permitted
Payments to the Parent Company.

     

    (f)           The
amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted
Payment.  The fair market value of any assets or securities that are
required to be valued by this covenant shall be determined by the Board of
Directors whose resolution with respect thereto shall be delivered to the
Trustee.  The Board of Directors’ determination must be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if the fair market value exceeds $25
million.  Not later than the date of making any Restricted Payment,
the Company shall deliver to the Trustee an Officers’ Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.08, were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

     

    SECTION
4.09.          Incurrence of
Indebtedness.

     

    (a)           The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Indebtedness (including Acquired Debt); provided,
however, that the Company and any Restricted Subsidiary may incur Indebtedness
(including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred would have been at least 2 to 1, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred at the beginning of such
four-quarter period.

     

    (b)           Notwithstanding
the prohibitions of paragraph (a) of this Section 4.09, the Company may incur of
any of the following items of Indebtedness (collectively, “Permitted
Debt”):

     

    


    
      
        
          
          

        

        
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    (i)           the
incurrence by the Company and any Restricted Subsidiary of Indebtedness under
Credit Facilities (including amounts outstanding on the Conversion Date); provided that the aggregate
principal amount of all Indebtedness under such Credit Facilities (including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (i)) permitted by this clause (i)
does not exceed an amount equal to $1.22 billion, less any repayments actually
made thereunder with the Net Proceeds of Asset Sales in accordance with clause
(b) of the second paragraph of Section 4.07;

     

    (ii)           the
incurrence by the Company and its Subsidiaries of Existing Indebtedness
(excluding amounts outstanding under Credit Facilities at the Conversion
Date);

     

    (iii)           the
incurrence by the Company and the Subsidiary Guarantors of Indebtedness
represented by the Loans;

     

    (iv)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or such Restricted Subsidiary,
in an aggregate principal amount (including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (iv)) not to exceed $50 million at any time
outstanding;

     

    (v)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace, Indebtedness (other than intercompany
Indebtedness) that is permitted by this Indenture to be incurred under the first
paragraph of this Section 4.09 or clause (i), (ii), (iii), (iv) or (ix) of this
paragraph;

     

    (vi)           the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Wholly Owned Restricted
Subsidiaries; provided,
however,
that:

     

    (A)           if
the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and
such Indebtedness is owed to or held by a Restricted Subsidiary that is not a
Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations with respect to the Notes, in
the case of the Company, or the Note Guarantee of such Subsidiary Guarantor, in
the case of a Subsidiary Guarantor; and

     

    (B)           (i)
any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Wholly Owned
Restricted Subsidiary thereof and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Wholly Owned
Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an
incurrence of such

     

    


    
      
        
          
          

        

        
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    Indebtedness
by the Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi);

     

    (vii)           the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of hedging interest rate risk with
respect to any Indebtedness that is permitted by the terms of this Indenture to
be outstanding;

     

    (viii)          the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or a Restricted Subsidiary of the Company that was permitted to
be incurred by another provision of this Section 4.09;

     

    (ix)           
the incurrence by the Company or any of its Restricted Subsidiaries of
additional Indebtedness in an aggregate principal amount (or accrued value, as
applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (ix), not to exceed $75
million;  

     

    (x)           
the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of judgment, appeal, surety, performance and other like
bonds, bankers acceptances and letters of credit provided by the Company and its
Subsidiaries in the ordinary course of business (including any Indebtedness
incurred to refinance, retire, renew, defease, refund or otherwise replace any
Indebtedness referred to in this clause (x)); and

     

    (xi)           Indebtedness
incurred by the Company or any of its Subsidiaries arising from agreements or
their respective bylaws providing for indemnification, adjustment of purchase
price or similar obligations, or from guarantees of letters of credit, surety
bonds or performance bonds securing the performance of the Company or any of its
Subsidiaries to any Person acquiring all or a portion of such business or assets
of a Subsidiary of the Company.

     

    (c)           For
purposes of determining compliance with this Section 4.09, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in paragraphs (b)(i) through (b)(xi)
above, or is entitled to be incurred pursuant to paragraph (a) of this Section
4.09, the Company shall be permitted to classify (or later reclassify in whole
or in part in its sole discretion) such item of Indebtedness in any manner that
complies with this Section 4.09 and such Indebtedness will be treated as having
been incurred pursuant to such clauses or the first paragraph hereof, as the
case may be, designated by the Company; provided, however, that any incurrences
of Indebtedness under the Credit Facilities must be first applied to clause (i)
above.  Accrual of interest or dividends, the accretion of accreted
value or liquidation preference and the payment of interest or dividends in the
form of additional Indebtedness or Disqualified Stock shall not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.09.

     

    


    
      
        
          
          

        

        
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    SECTION
4.10.          Liens.

     

    The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to own any Lien of any
kind securing Indebtedness, Attributable Debt or trade payables on any asset now
owned or hereafter acquired, except Permitted Liens.

     

    SECTION
4.11.          Dividend and
Other Payment Restrictions Affecting Subsidiaries.

     

    (a)           The
Company shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to:

     

    (i)           pay
dividends or make any other distributions or pay Indebtedness to the Company or
any of the Company’s Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of the Company’s Restricted
Subsidiaries;

     

    (ii)           make
loans or advances to the Company or any Restricted Subsidiary; or

     

    (iii)           transfer
any of its properties or assets to the Company or any Restricted
Subsidiary.

     

    (b)           However,
the preceding restrictions will not apply to encumbrances or restrictions
existing under or by reason of:

     

    (i)           agreements
governing Existing Indebtedness and Credit Facilities and other contractual
encumbrances or restrictions in each case as in effect on the Conversion Date
and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of those agreements, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such encumbrances and restrictions than those contained in those
agreements on the Conversion Date;

     

    (ii)           this
Indenture, the Notes and the Note Guarantees;

     

    (iii)           applicable
law;

     

    (iv)           any
agreement or instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any Restricted Subsidiary as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred and any
amendments, modifications, restatements, renewals, increases,

     

    


    
      
        
          
          

        

        
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    supplements,
refundings, replacements or refinancings of any such agreement or instrument,
provided that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are no more restrictive,
taken as a whole, with respect to such encumbrances and restrictions than those
contained in those agreements and instruments on the date of such
acquisition;

     

    (v)           purchase
money obligations for property acquired in the ordinary course of
business;

     

    (vi)          any
agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions, loans, advances or asset transfers by that Restricted
Subsidiary pending its sale or other disposition;

     

    (vii)         Permitted
Refinancing Indebtedness;
provided, however, that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;

     

    (viii)        any
agreement or instrument relating to any Indebtedness permitted to be incurred
subsequent to the Conversion Date pursuant to the provisions of Section 4.09
hereof (i) if the encumbrances and restrictions contained in any such agreement
or instrument taken as a whole are not materially less favorable to the Holders
of the Notes than the encumbrances and restrictions contained in this Indenture
(as determined in good faith by the Company), or (ii) if such encumbrance or
restriction is not materially more disadvantageous to the Holders of the Notes
than is customary in comparable financings (as determined in good faith by the
Company) and either (x) the Company determines in good faith that such
encumbrance or restriction will not materially affect the Company’s ability to
make principal or interest payments on the Notes or (y) such encumbrance or
restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness;

     

    (ix)           Liens
securing Indebtedness otherwise permitted to be incurred under Section 4.10
hereof that limit the right of the debtor to dispose of the assets subject to
such Liens;

     

    (x)           provisions
with respect to the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, stock sale agreements and other
similar agreements entered into in the ordinary course of business;

     

    (xi)           in
the case of clause (iii) of Section 4.11(a) hereof, encumbrances or
restrictions:

     

    (A)          that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar
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    (B)           existing
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, or

     

    (C)           arising
or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from
the value of property or assets of the Company or any Restricted Subsidiary in
any manner material to the Company or any Restricted Subsidiary;
and

     

    (xii)           customary
restrictions on such loans, advances or transfers contained in agreements
governing Permitted Investments properly made in accordance with the provisions
of this Indenture.

     

    SECTION
4.12.          Transactions
with Affiliates.

     

    The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless:

     

    (a)           such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and

     

    (b)           the
Company delivers to the Trustee:

     

    (i)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $15 million, a resolution of the
Board of Directors set forth in the Officers’ Certificate certifying that such
Affiliate Transaction complies with this Section 4.12 and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors, if any; and

     

    (ii)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $25 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.

     

    The
following items shall not be deemed to be Affiliate Transactions and, therefore,
shall not be subject to the provisions of the prior paragraph:

     

    (a)           any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary;

     

    


    
      
        
          
          

        

        
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    (b)           indemnification
agreements permitted by law entered into by the Company or any of its Restricted
Subsidiaries with any of its Affiliates who are directors, employees or agents
of the Company or any of its Restricted Subsidiaries;

     

    (c)           transactions
between or among the Company and/or its Restricted Subsidiaries;

     

    (d)           payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the
Company;

     

    (e)           Restricted
Payments that are permitted by Section 4.08 hereof;

     

    (f)           payments
or loans (or cancellation of loans) to employees or consultants of the Company,
any of its direct or indirect parent companies or any of its Restricted
Subsidiaries and employment agreements, stock option plans and other similar
arrangements with such employees or consultants which, in each case, are
approved by a majority of the disinterested directors of the Company, if any, in
good faith;

     

    (g)           the
payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, managers, employees or consultants of the
Company, any of its direct or indirect parent companies or any Restricted
Subsidiary;

     

    (h)           transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers
to the Trustee a letter from an accounting, appraisal or investment banking firm
of national or regional standing stating that such transaction is fair to the
Company or such Restricted Subsidiary from a financial point of
view;

     

    (i)           any
agreement, instrument or arrangement as in effect of the Conversion Date, or any
amendment thereto (so long as any such amendment is not disadvantageous to the
Holders in any material respect as compared to the applicable agreement as in
effect on the Conversion Date as reasonably determined in good faith by the
Company); and

     

    (j)           the
existence of, or the performance by the Company or any of the Restricted
Subsidiaries of its obligations under the terms of, any stockholders agreement
or its equivalent (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Conversion Date and
any similar agreements which it may enter into thereafter; provided, however,
that the existence of, or the performance by the Company or any Restricted
Subsidiary of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Conversion Date
shall only be permitted by this clause (j) to the extent that the terms of any
such existing agreement together with all amendments thereto, taken as a whole,
or new agreement are not otherwise more disadvantageous to the Holders in any
material respect than the terms of the original agreement in effect on the
Conversion Date as reasonably determined in good faith by the
Company.

     

    SECTION
4.13.          Additional
Subsidiary Guarantees.

     

    If after
the Conversion Date the Company or any Restricted Subsidiary of the Company
acquires or creates another Restricted Subsidiary (other than a special
purpose

     

    


    
      
        
          
          

        

        
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    financing
vehicle) and such Restricted Subsidiary is a North American Subsidiary, then at
such time as such Restricted Subsidiary first becomes a Significant Subsidiary
of the Company, that newly acquired or created Restricted Subsidiary must become
a Guarantor and execute a supplemental indenture satisfactory to the Trustee and
deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date
on which it was acquired or created.

     

    SECTION
4.14.          Limitations on
Issuances of Guarantees of Indebtedness.

     

    The
Company shall not permit any of its Restricted Subsidiaries that is not a
Guarantor of the Notes, directly or indirectly, to Guarantee or pledge any
assets to secure the payment of any other Indebtedness of the Company or the
Parent Company unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the Guarantee of the payment of
the Notes by such Restricted Subsidiary to the same extent as such Guarantee of
such other Indebtedness, which Guarantee shall be senior to or pari passu with such
Restricted Subsidiary’s Guarantee of or pledge to secure such other
Indebtedness, unless such other Indebtedness is Senior Debt.

     

    Notwithstanding
the preceding paragraph, any Note Guarantee of the Notes shall provide by its
terms that it shall be automatically and unconditionally released and discharged
under the circumstances described in Section 10.05 hereof.  The form
of the Guarantee of the Notes is attached as Exhibit D hereto.

     

    SECTION
4.15.          Business
Activities.

     

    The
Company shall not, and shall not permit any Restricted Subsidiary to, engage in
any business other than Permitted Businesses.

     

    SECTION
4.16.          Advances to
Subsidiaries.

     

    All
advances to Restricted Subsidiaries that are not Guarantors made by the Company
after the Conversion Date will be evidenced by Intercompany Notes in favor of
the Company.  Each Intercompany Note will be payable upon demand and
will bear interest at the same rate as the Notes.  The form of
Intercompany Note is attached as Exhibit F hereto.

     

    SECTION
4.17.          Payments for
Consent.

     

    The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

     

    SECTION
4.18.          Reports.

     

    (a)           Whether
or not required by the SEC, so long as any Notes are outstanding, the Company
shall furnish to the Holders of Notes, within the time periods specified in the
SEC’s rules and regulations:

     

    


    
      
        
          
          

        

        
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    (i)           all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K, if the Company were
required to file such Forms, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and, with respect to the
annual information only, a report on the annual financial statements by the
Company’s certified independent accountants; and

     

    (ii)           all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.

     

    (b)           The
quarterly and annual financial information required by the preceding paragraph
shall include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes thereto, or in Management’s Discussion
and Analysis of Financial Condition and Results of Operations, of the financial
condition and results of operations of the Company and its Subsidiary Guarantors
separate from the financial condition and results of operations of the other
Subsidiaries of the Company.

     

    (c)           In
addition, whether or not required by the SEC, the Company shall file a copy of
all of the information and reports referred to in clauses (a) and (b) above with
the SEC for public availability within the time periods specified in the SEC’s
rules and regulations (unless the SEC shall not accept such a filing) and make
such information available to securities analysts and prospective investors upon
request.

     

    (d)           In
addition, the Company shall file with the Trustee such other information,
documents and other reports which the Company is required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Exchange Act.

     

    (e)           For
so long as any Notes remain outstanding (unless the Company is subject to the
reporting requirements of the Exchange Act), the Company and the Guarantors
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

     

    (f)           The
foregoing reporting obligations set forth in this Section 4.18 may be satisfied
by reports prepared and filed by the Parent Company on a consolidated basis
under the requirements of the Exchange Act.

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).

     

    


    
      
        
          
          

        

        
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    ARTICLE
5

     

    SUCCESSORS

     

    SECTION
5.01.          Merger,
Consolidation, or Sale of Assets.

     

    The
Company may not, directly or indirectly:  (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and the
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

     

    (a)           either:  (i)
the Company is the surviving corporation; or (ii) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia;

     

    (b)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition shall have been made, expressly assumes all the obligations
of the Company under the Notes and this Indenture pursuant to agreements
reasonably satisfactory to the Trustee;

     

    (c)           immediately
after such transaction no Default or Event of Default exists; and

     

    (d)           the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer
conveyance or other disposition has been made, shall, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a).

     

    In
addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.  This Section 5.01 shall not apply
to a merger, consolidation, sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its Wholly Owned
Subsidiaries.  For the avoidance of doubt, this Section 5.01 also will
not apply to sales of the assets or stocks between or among the Company and any
of its wholly owned Subsidiaries.

     

    SECTION
5.02.          Successor
Corporation Substituted.

     

    Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
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    into or
with which the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and
not to the Company, 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; provided, however, that the predecessor Company shall not
be relieved from the obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of the Company’s assets that meets the
requirements of Section 5.01 hereof.

     

    ARTICLE
6

     

    DEFAULTS AND REMEDIES

     

    SECTION
6.01.          Events of
Default.

     

    Each of
the following is an “Event of Default”:

     

    (a)           default
for 30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes;

     

    (b)           default
in payment when due of the principal of or premium, if any, on the
Notes;

     

    (c)           failure
by the Company or any of its Restricted Subsidiaries to comply with the
provisions described under Sections 4.06, 4.07, 4.08 and 4.09
hereof;

     

    (d)           failure
by the Company or any of its Restricted Subsidiaries to comply with any of the
other agreements in this Indenture for 60 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding;

     

    (e)           default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, if that default:

     

    (i)           is
caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (a “Payment Default”); or

     

    (ii)           results
in the acceleration of such Indebtedness prior to its express maturity;
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    (iii)           in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates $35
million or more;

     

    (f)           failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $35 million, which judgments are not paid, discharged
or stayed within 60 days following entry of judgment;

     

    (g)           except
as permitted by this Indenture, any Note Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee;

     

    (h)           the
Company or any of the Company’s Restricted Subsidiaries that are Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:

     

    (i)           commences
a voluntary case,

     

    (ii)           consents
to the entry of an order for relief against it in an involuntary
case,

     

    (iii)           consents
to the appointment of a custodian of it or for all or substantially all of its
property,

     

    (iv)           makes
a general assignment for the benefit of its creditors, or

     

    (v)           generally
is not paying its debts as they become due; or

     

    (i)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

     

    (i)           is
for relief against the Company or any of the Company’s Restricted Subsidiaries
that are Significant Subsidiaries or any group of Restricted Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary in an involuntary
case;

     

    (ii)           appoints
a custodian of the Company or any of the Company’s Restricted Subsidiaries that
are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of the Company’s
Restricted Subsidiaries that are Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

     

    


    
      
        
          
          

        

        
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    (iii)           orders
the liquidation of the Company or any of the Company’s Restricted Subsidiaries
that are Significant Subsidiaries or any group of Restricted Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary;

     

    and the
order or decree remains unstayed and in effect for 60 consecutive
days.

     

    SECTION
6.02.          Acceleration.

     

    If any
Event of Default (other than an Event of Default specified in clause (h) of
Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary) occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.  Upon any such declaration, the Notes shall become due
and payable immediately.  Notwithstanding the foregoing, if an Event
of Default specified in clause (h) of Section 6.01 hereof occurs with respect to
the Company, any Restricted Subsidiary constituting a Significant Subsidiary or
any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice.  The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

     

    If an
Event of Default occurs by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding payment
of the premium that the Company would have had to pay if the Company then had
elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon
acceleration of the Notes, an equivalent premium shall also become and be
immediately due and payable, to the extent permitted by law, anything in this
Indenture or in the Notes to the contrary notwithstanding.

     

    SECTION
6.03.          Other
Remedies.

     

    If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

     

    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

     

    SECTION
6.04.          Waiver of Past
Defaults.

     

    Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive

     

    


    
      
        
          
          

        

        
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    an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Liquidated Damages, if any, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration).  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
6.05.          Control by
Majority.

     

    Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on
it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

     

    SECTION
6.06.          Limitation on
Suits.

     

    A Holder
of a Note may pursue a remedy with respect to this Indenture or the Notes only
if:

     

    (a)           the
Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;

     

    (b)           the
Holders of at least 25% in principal amount of the then outstanding Notes make a
written request to the Trustee to pursue the remedy;

     

    (c)           such
Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

     

    (d)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and

     

    (e)           during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.

     

    A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder
of a Note or to obtain a preference or priority over another Holder of a
Note.

     

    SECTION
6.07.          Rights of
Holders of Notes to Receive Payment.

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
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    an offer
to purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     

    SECTION
6.08.          Collection Suit
by Trustee.

     

    If an
Event of Default specified in Section 6.01(a) or (b) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of,
premium and Liquidated Damages, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
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.

     

    SECTION
6.09.          Trustee May
File Proofs of Claim.

     

    The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the
Notes allowed in any judicial proceedings relative to the Company or any of the
Guarantors (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian 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 to 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 7.07 hereof.  To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained 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
Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     

    SECTION
6.10.          Priorities.

     

    If the
Trustee collects any money pursuant to this Article, it shall pay out the money
in the following order:

     

    First:  to
the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of
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    Second:  to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium
and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium and Liquidated Damages, if any and interest, respectively;
and

     

    Third:  to
the Company or to such party as a court of competent jurisdiction shall
direct.

     

    The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.

     

    SECTION
6.11.          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 or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

     

    SECTION
6.12.          Notice.

     

    The
Company is required to deliver to the Trustee annually a statement regarding
compliance with this Indenture.  Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

     

    ARTICLE
7

     

    TRUSTEE

     

    SECTION
7.01.          Duties of
Trustee.

     

    (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

     

    (b)           Except
during the continuance of an Event of Default:

     

    (i)           the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
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    (ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).

     

    (c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:

     

    (i)           this
paragraph does not limit the effect of paragraph (b) of this
Section;

     

    (ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

    (iii)           the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof.

     

    (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section.

     

    (e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     

    (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     

    SECTION
7.02.          Rights of
Trustee.

     

    (a)           The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

     

    (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel.  The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
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    respect
of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     

    (c)           The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care.

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

     

    (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company or any Guarantor shall be sufficient if
signed by an Officer of the Company or any Guarantor.

     

    (f)           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
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction.

     

    (g)           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 a Responsible Officer at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

     

    SECTION
7.03.          Individual
Rights of Trustee.

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company, any Guarantors or any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign.  Any Agent
may do the same with like rights and duties.  The Trustee is also
subject to Sections 7.10 and 7.11 hereof.

     

    SECTION
7.04.          Trustee’s
Disclaimer.

     

    The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture, the Notes or the Note Guarantees, it
shall not be accountable for the Company’s use of the proceeds from the Notes or
any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
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    SECTION
7.05.          Notice of
Defaults.

     

    If a
Default or Event of Default occurs and is continuing and if it is actually known
to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs.  Except in
the case of a Default or Event of Default in payment of principal of, premium,
if any, or interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the
Notes.

     

    SECTION
7.06.          Reports by
Trustee to Holders of the Notes.

     

    Within 60
days after each May 15 beginning with May 15, 2009 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted).  The Trustee also shall comply with TIA
Section 313(b)(2).  The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

     

    A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA Section 313(d).  The Company shall
promptly notify the Trustee when the Notes are listed on any stock
exchange.

     

    SECTION
7.07.          Compensation
and Indemnity.

     

    The
Company and the Guarantors shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing between the Company and the
Trustee for its acceptance of this Indenture and services
hereunder.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The Company and the
Guarantors shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services.  Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.

     

    The
Company and the Guarantors shall indemnify each of the Trustee or any successor
Trustee against any and all losses, damages, claims, liabilities or expenses
(including taxes (other than taxes based on the income of the Trustee)) incurred
by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company and the Guarantors (including this Section
7.07) and defending itself against any claim (whether asserted by the Company,
any Guarantor, or any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the
Trustee to so notify the Company shall not relieve the Company and the
Guarantors of their obligations hereunder.  The Company and the
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    shall
cooperate in the defense.  The Trustee may have separate counsel and
the Company and the Guarantors shall pay the reasonable fees and expenses of
such counsel.  The Company and the Guarantors need not pay for any
settlement made without their consent, which consent shall not be unreasonably
withheld.

     

    The
obligations of the Company and the Guarantors under this Section 7.07 are joint
and several and shall survive the satisfaction and discharge of this
Indenture.

     

    To secure
the Company’s and the Guarantors’ payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the
satisfaction and discharge of this Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The
Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.

     

    SECTION
7.08.          Replacement of
Trustee.

     

    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company.  The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing.  The
Company may remove the Trustee if:

     

    (a)           the
Trustee fails to comply with Section 7.10 hereof;

     

    (b)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

     

    (c)           a
custodian or public officer takes charge of the Trustee or its property;
or

     

    (d)           the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

     

    


    
      
        
          
          

        

        
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    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, any Guarantor or the
Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

     

    If the
Trustee, after written request by any Holder of a Note who has been a Holder of
a Note for at least six months, fails to comply with Section 7.10, such Holder
of a Note may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of the Notes.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s and the
Guarantors’ obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee.

     

    SECTION
7.09.          Successor
Trustee by Merger, etc.

     

    If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.

     

    SECTION
7.10.          Eligibility;
Disqualification.

     

    There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $250 million as set
forth in its most recent published annual report of condition.

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5).  The Trustee is subject to TIA Section
310(b).

     

    SECTION
7.11.          Preferential
Collection of Claims Against Company.

     

    The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

     

    SECTION
7.12.          Patriot
Act

     

    To help
the U.S. government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an
account.  For a non-individual person such as a business

     

    


    
      
        
          
          

        

        
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    entity, a
charity, a trust or other legal entity the Trustee will ask for documentation to
verify its formation and existence as a legal entity.  The Trustee may
also ask to see financial statements, licenses, identification and authorization
documents from individuals claiming authority to represent the entity or other
relevant documentation.

     

    ARTICLE
8

     

    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     

    SECTION
8.01.          Option to
Effect Legal Defeasance or Covenant Defeasance.

     

    The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, at any time, elect to have either Section
8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

     

    SECTION
8.02.          Legal
Defeasance and Discharge.

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their respective obligations with respect to all outstanding
Notes and Note Guarantees, as applicable, on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this
purpose, Legal Defeasance means that the Company and the Guarantors shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be “outstanding” only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:  (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages on such Notes when such payments are due, (b) the Company’s and the
Guarantors’ obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company’s and the Guarantors’ obligations in
connection therewith and (d) this Article 8.  Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.

     

    SECTION
8.03.          Covenant
Defeasance.

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants

     

    


    
      
        
          
          

        

        
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    contained
in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17 and 5.01(d) hereof with respect to the outstanding Notes on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “Outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition,
upon the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(g) hereof shall not
constitute Events of Default.

     

    SECTION
8.04.          Conditions to
Legal or Covenant Defeasance.

     

    The
following shall be the conditions to the application of either Section 8.02 or
8.03 hereof to the outstanding Notes:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (a)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest and Liquidated Damages on
the outstanding Notes on the stated maturity or on an applicable redemption
date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

     

    (b)           in
the case of an election under Section 8.02 hereof, the Company shall deliver to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming 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 Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

     

    (c)           in
the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be

     

    


    
      
        
          
          

        

        
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    subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred;

     

    (d)           no
Event of Default or Default shall have occurred and be continuing on the date of
such deposit (other than an Event of Default or Default resulting from the
borrowing of funds to be applied to such deposit);

     

    (e)           such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under, any Senior Debt or any other material
agreement or instrument (other than this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;

     

    (f)           the
Company must have delivered to the Trustee an Opinion of Counsel to the effect
that after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally;

     

    (g)           the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of
Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others;
and

     

    (h)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for, in the case of
the Officers’ Certificate, clauses (a) through (g) and, in the case of the
Opinion of Counsel, clauses (b), (c), (e) and (f) of this Section 8.04 relating
to the Legal Defeasance or the Covenant Defeasance, as applicable, have been
complied with.

     

    SECTION
8.05.          Deposited Money
and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.

     

    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant
to Section 8.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, Liquidated Damages and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     

    The
Company and the Guarantors shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof 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 the outstanding
Notes.

     

    


    
      
        
          
          

        

        
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    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money
or non-callable Government Securities held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    SECTION
8.06.          Repayment to
Company.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, Liquidated Damages
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, Liquidated Damages or interest has become due
and payable shall, subject to applicable escheat law, be paid to the Company on
its request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as a secured creditor, look
only to the Company or Guarantors 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 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 cause to be published once, in The
New York Times and The Wall Street Journal (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the
Company.

     

    SECTION
8.07.          Reinstatement.

     

    If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s and the Guarantors’ obligations under this
Indenture, the Notes and the Note Guarantees, as applicable, shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may
be; provided, however, that, if the Company or the Guarantors make any payment
of principal of, premium, if any, Liquidated Damages or interest on any Note
following the reinstatement of its obligations, the Company and the Guarantors
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

     

    


    
      
        
          
          

        

        
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    ARTICLE
9

     

    AMENDMENTS, SUPPLEMENT AND WAIVER

     

    SECTION
9.01.          Without Consent
of Holders of Notes.

     

    Notwithstanding
Section 9.02 of this Indenture, the Company and the Guarantors and the Trustee
may amend or supplement this Indenture, the Note Guarantees, or the Notes
without the consent of any Holder of a Note:

     

    (a)           to
cure any ambiguity, defect or inconsistency;

     

    (b)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article 2 hereof (including the related
definitions) in a manner that does not materially adversely affect any
Holder;

     

    (c)           to
provide for the assumption of the Company’s obligations to the Holders of the
Notes in the case of a merger or consolidation or sale of all or substantially
all of the Company’s assets pursuant to Article 5 hereof;

     

    (d)           to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Note; or

     

    (e)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.

     

    Upon the
request of the Company accompanied by a resolution of the Board of Directors of
the Company and each of the Guarantors, authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the
Company and each of the Guarantors in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     

    SECTION
9.02.         With Consent of
Holders of Notes.

     

    Except as
provided below in this Section 9.02, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture (including Sections 3.09, 4.06 and 4.07
hereof), the Note Guarantees, and the Notes with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Note Guarantees or the Notes may be

     

    


    
      
        
          
          

        

        
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    waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

     

    Upon the
request of the Company accompanied by a resolution of the Board of Directors of
the Company and each of the Guarantors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and each of the Guarantors
in the execution of such amended or supplemental Indenture unless such amended
or supplemental Indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

     

    It shall
not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

     

    After an
amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes.  However, without the consent of each Holder
affected, an amendment or waiver may not (with respect to any Notes held by a
non-consenting Holder):

     

    (a)           reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;

     

    (b)           reduce
the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions
relating to Sections 3.09, 4.06 and 4.07 hereof);

     

    (c)           reduce
the rate of or change the time for payment of interest on any Note;

     

    (d)           waive
a Default or Event of Default in the payment of principal of or premium, if any,
or Liquidated Damages or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

     

    (e)           make
any Notes payable in money other than that stated in the Notes;

     

    (f)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of
or premium, if any, or Liquidated Damages or interest on the Notes;

     

    


    
      
        
          
          

        

        
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    (g)           waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.06 or 4.07;

     

    (h)           release
any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, or amend the provisions of this Indenture relating to the release of
Guarantors, except as set forth in this Indenture; or

     

    (i)           make
any change in the preceding amendment and waiver provisions.

     

    SECTION
9.03.          Compliance with
Trust Indenture Act.

     

    Every
amendment or supplement to this Indenture, the Note Guarantees, or the Notes
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.

     

    SECTION
9.04.          Revocation and
Effect of Consents.

     

    Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.

     

    SECTION
9.05.          Notation on or
Exchange of Notes.

     

    The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall authenticate new Notes
(accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) that reflect the amendment, supplement or waiver.

     

    Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

     

    SECTION
9.06.          Trustee to
Sign Amendments, etc.

     

    The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Company
and the Guarantors may not sign an amendment or supplemental Indenture until the
Board of Directors approves it.  In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this
Indenture.

     

    


    
      
        
          
          

        

        
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    ARTICLE
10

     

    GUARANTEES

     

    SECTION
10.01.        Note
Guarantees.

     

    Subject
to the provisions of this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:  (a) the
principal of, premium and Liquidated Damages, if any, and interest on the Notes
shall be promptly paid in full when due, whether at the maturity or interest
payment or mandatory redemption date, by acceleration, redemption or otherwise,
and interest on the overdue principal of, premium and Liquidated Damages, if
any, and interest on the Notes, if any, if lawful, and all other obligations of
the Company to the Holders or the Trustee under this Indenture and the Notes
shall be promptly paid in full or performed, all in accordance with the terms of
this Indenture and the Notes; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately.  The
Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions of this Indenture and
the Notes, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.  Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that the Guarantees shall not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.  As more particularly set forth in Section 4.13,
the Notes shall be guaranteed in the future by each new North American
Subsidiary that is a Significant Subsidiary.  The Notes also shall be
guaranteed in the future as required by Section 4.14.

     

    If any
Holder or the Trustee is required by any court or otherwise to return to the
Company or Guarantors, or any Custodian, Trustee, liquidator or other similar
official acting in relation to either the Company or Guarantors, any amount paid
by either to the Trustee or such Holder, these Guarantees, to the extent
theretofore discharged, shall be reinstated in full force and
effect.  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed
hereby.

     

    Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed

     

    


    
      
        
          
          

        

        
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    hereby
may be accelerated as provided in Article 6 hereof for the purposes of these
Guarantees, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of these
Guarantees.  The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under these Guarantees.

     

    SECTION
10.02.        Limitation of
Guarantor’s Liability.

     

    Each
Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that
it is their intention that the Note Guarantee by such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to the Note
Guarantees.  To effectuate the foregoing intention, each such person
hereby irrevocably agrees that the obligation of such Guarantor under its Note
Guarantee under this Article 10 shall be limited to the maximum amount as shall,
after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any rights to contribution of such Guarantor pursuant to
any agreement providing for an equitable contribution among such Guarantor and
other Affiliates of the Company of payments made by guarantees by such parties,
result in the obligations of such Guarantor in respect of such maximum amount
not constituting a fraudulent conveyance.  Each Holder, by accepting
the benefits hereof, confirms its intention that, in the event of bankruptcy,
reorganization or other similar proceeding of the Company or any Guarantor in
which concurrent claims are made upon such Guarantor hereunder, to the extent
such claims shall not be fully satisfied, each such claimant with a valid claim
against the Company shall be entitled to a ratable share of all payments by such
Guarantor in respect of such concurrent claims.

     

    SECTION
10.03.        Execution and
Delivery of Note Guarantees.

     

    To
evidence the Note Guarantees set forth in Section 10.01 hereof, each Guarantor
hereby agrees that a notation of the Note Guarantees substantially in the form
of Exhibit D shall be endorsed by an officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents and attested to by an Officer.

     

    Each
Guarantor hereby agrees that the Note Guarantees set forth in Section 10.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of the Note Guarantees.

     

    If an
officer or Officer whose signature is on this Indenture or on the Note
Guarantees no longer holds that office at the time the Trustee authenticates the
Note on which the Note Guarantees are endorsed, the Note Guarantees shall be
valid nevertheless.

     

    


    
      
        
          
          

        

        
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    The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Note Guarantees set forth in this Indenture
on behalf of the Guarantors.

     

    SECTION
10.04.        Guarantors May
Consolidate, etc., on Certain Terms.

     

    (a)           Except
as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or shall prevent any sale or conveyance of the property
of a Guarantor as an entirety or substantially as an entirety, to the Company or
to a Subsidiary Guarantor.

     

    (b)           Except
as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into a corporation or corporations other than the Company (whether or
not affiliated with the Guarantor), or successive consolidations or mergers in
which a Guarantor or its successor or successors shall be a party or parties, or
shall prevent any sale or conveyance of the property of a Guarantor as an
entirety or substantially as an entirety, to a corporation other than the
Company (whether or not affiliated with the Guarantor) authorized to acquire and
operate the same; provided, however, that such transaction meets all of the
following requirements:  (i) either:  (a) such
Guarantor is the surviving corporation; or (b) the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia or the jurisdiction
in which such Guarantor is organized and under the laws of which it is existing;
(ii) the Person formed by or surviving any such consolidation or merger (if
other than such Guarantor), or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made, assumes all the
obligations of such Guarantor under the Note Guarantees and this Indenture, as
applicable, pursuant to a supplemental indenture reasonably satisfactory in form
to the Trustee; and (iii) immediately after such transaction no Default or
Event of Default exists.  In case of any such consolidation, merger,
sale or conveyance and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantees endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor corporation shall
succeed to and be substituted for the Guarantor with the same effect as if it
had been named herein as a Guarantor.  Such successor corporation
thereupon may cause to be signed any or all of the Guarantees to be endorsed
upon all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee.  All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees had
been issued at the date of the execution hereof.  Notwithstanding
anything herein to the contrary, the foregoing conditions shall not apply to a
Guarantor which is a Subsidiary of the Company in connection with a transaction
as a result of which such Guarantor will be released from its Note Guarantee as
provided in Section 10.05 hereof.

     

    


    
      
        
          
          

        

        
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    SECTION
10.05.        Releases.

     

    Concurrently
with any sale of assets (including, if applicable, all of the capital stock of
any Guarantor), any Liens in favor of the Trustee in the assets sold thereby
shall be released; provided that in the event of an Asset Sale, the Net Proceeds
from such sale or other disposition are treated in accordance with the
provisions of Section 4.07 hereof.

     

    The Note
Guarantee or the obligations under Section 10.04 hereof of a Guarantor that is a
subsidiary will be released:

     

    (a)           in
connection with any sale or other disposition of all or substantially all of the
assets of that Subsidiary Guarantor (including by way of merger or
consolidation), if the Company applies the Net Proceeds of that sale or other
disposition in accordance with Section 4.07 hereof; or

     

    (b)           in
connection with any sale of all of the capital stock of a Subsidiary Guarantor,
if the Company applies the Net Proceeds of that sale in accordance with Section
4.07 hereof.

     

    Upon
delivery by the Company to the Trustee of an Officers’ Certificate to the effect
that such sale or other disposition was made by the Company in accordance with
the provisions of this Indenture, including without limitation Section 4.07
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantees.  Any Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.

     

    SECTION
10.06.        “Trustee” to
Include Paying Agent.

     

    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 10 shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully and for all intents and purposes as if such Paying Agent were named in
this Article 10 in place of the Trustee.

     

    ARTICLE
11

     

    SATISFACTION AND DISCHARGE

     

    SECTION
11.01.        Satisfaction
and Discharge.

     

    This
Indenture shall upon the request of the Company cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of Notes
herein expressly provided for, the Company’s obligations under Section 7.07
hereof, and the Trustee’s and the Paying Agent’s obligations under Section 11.02
hereof) and the Trustee, at the expense of the

     

    


    
      
        
          
          

        

        
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    Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture when

     

    (a)           either

     

    (i)           (all
outstanding Notes theretofore authenticated and delivered (other than (A) Notes
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.07 and (B) Notes for whose payment money has been
deposited in trust with the Trustee or any Paying Agent and thereafter paid to
the Company or discharged from such trust) have been delivered to the Trustee
for cancellation; or

     

    (ii)           all
such Notes not theretofore delivered to the Trustee for
cancellation

     

    (A)           have
become due and payable;

     

    (B)           shall
become due and payable at their Stated Maturity within one year; or

     

    (C)           are
to be called for redemption within one year under irrevocable 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, in the case of clause (A), (B) or (C) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for such
purpose money or Government Securities in an amount sufficient (as certified by
an independent public accountant designated by the Company) to pay and discharge
the entire indebtedness of such Notes not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest, if any, to
the date of such deposit (in the case of Notes which have become due and
payable) or the Stated Maturity or redemption date, as the case may
be;

     

    (b)           the
Company has paid or caused to be paid all other sums then due and payable
hereunder by the Company;

     

    (c)           no
Default or Event of Default with respect to the Notes shall have occurred and be
continuing on the date of such deposit and after giving effect to such deposit;
and

     

    (d)           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 Company’s obligations in
Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, and 12.02, 12.03 and 12.04,
and

     

    


    
      
        
          
          

        

        
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    the
Trustee’s and Paying Agent’s obligations in Section 11.02 shall survive until
the Notes are no longer outstanding.  Thereafter, only the Company’s
obligations in Section 7.07 shall survive.

     

    In order
to have money available on a payment date to pay principal (and premium, if any,
on) or interest on the Notes, the Government Securities shall be payable as to
principal (and premium, if any) or interest at least one Business Day before
such payment date in such amounts as shall provide the necessary
money.  Government Securities shall not be callable at the issuer’s
option.

     

    SECTION
11.02.        Application of
Trust.

     

    All money
deposited with the Trustee pursuant to Section 11.01 shall be held in trust and,
at the written direction of the Company, be invested prior to maturity in U.S.
Government Obligations, and applied by the Trustee in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for the payment of
which money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

     

    ARTICLE
12

     

    MISCELLANEOUS

     

    SECTION
12.01.        Trust
Indenture Act Controls.

     

    If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA Section 318(c), the imposed duties shall control.

     

    SECTION
12.02.        Notices.

     

    Any
notice or communication by the Company or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others’ address:

     

    If to the Company or any Guarantor:

     

    Cenveo
Corporation

                    c/o Cenveo,
Inc.

                    One Canterbury
Green

                    201 Broad
Street

                    Stamford, Connecticut
06901

                    Telecopier No.:
203-595-3074

                    Attention:  General
Counsel

    


    
      
        
          
          

        

        
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      If to the Trustee:

       

    

    U.S. Bank
National Association

                    One Federal
Street

                    3rd
Floor

                    Boston, Massachusetts
02110

                    Telecopier
No.:  617-603-6665

                    Attention:  Corporate
Trust Division:  Cenveo 2008 Indenture

     

    The
Company, any Guarantor or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or
communications.

     

    All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

     

    Any
notice or communication to a Holder shall be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the
TIA.  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other
Holders.

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    SECTION
12.03.          Communication
by Holders of Notes with Other Holders of Notes.

     

    The
Trustee is subject to TIA Section 312(b), and Holders may communicate pursuant
thereto with other Holders with respect to their rights under this Indenture or
the Notes.  The Company, the Guarantors, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c).

     

    SECTION
12.04.          Certificate
and Opinion as to Conditions Precedent.

     

    Upon any
request or application by the Company or any Guarantor to the Trustee to take
any action under this Indenture, the Company or such Guarantors shall furnish to
the Trustee:

     

    (a)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof)
stating

     

    


    
      
        
          
          

        

        
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    that, in
the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied; and

     

    (b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

     

    SECTION
12.05.          Statements
Required in Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

     

    (a)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (b)           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;

     

    (c)           a
statement that, in the opinion of such Person, 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
satisfied; and

     

    (d)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.

     

    SECTION
12.06.          Rules by
Trustee and Agents.

     

    The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

     

    SECTION
12.07.          No Personal
Liability of Directors, Officers, Employees and
Stockholders.

     

    No past,
present or future director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Note Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation.  Each Holder of Notes by accepting
a Note waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes.  The waiver
may not be effective to waive liabilities under the federal securities
laws.

     

    


    
      
        
          
          

        

        
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    SECTION
12.08.          Governing
Law.

     

    THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

     

    SECTION
12.09.          No Adverse
Interpretation of Other Agreements.

     

    This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture or the Note Guarantees.

     

    SECTION
12.10.          Successors.

     

    All
agreements of the Company and the Guarantors in this Indenture, the Notes and
the Note Guarantees shall bind their respective successors.  All
agreements of the Trustee in this Indenture shall bind its
successors.

     

    SECTION
12.11.          Severability.

     

    In case
any provision in this Indenture, the Notes or the Note Guarantees 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
12.12.          Counterpart
Originals.

     

    The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.

     

    SECTION
12.13.          Table of
Contents, Headings, etc.

     

    The Table
of Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

     

    SECTION
12.14.          Record Date
for Voting by or Consent of Holders.

     

    In any
instance in which the Holders shall be entitled to vote or consent to any
matter, the record date for such vote or consent shall be the date specified in
TIA Section 316(c), unless otherwise provided herein.

     

    [Signatures
on following page]

    


    
      
        
          
          

        

        
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    IN
WITNESS WHEREOF, the parties have executed this Indenture as of the date first
written above.

     

     

    
      
        	 	CENVEO
    CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mark S. Hiltwein	 
	 	 	
                Name:
      Mark S. Hiltwein

              	 
	 	 	Title:
      Chief Financial Officer	 
	 	 	 	 
	 	
                Each
      entity (other than CRX JV, LLC) listed on

                Schedule
      A hereto

              	 


      

    

     

    
       

      
        
          	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mark S. Hiltwein	 
	 	 	
                  Name:
      Mark S. Hiltwein

                	 
	 	 	Title:
      Chief Financial Officer	 


        

      

      
         

        
          
            	 	 CRX JV,
      LLC	 
	 	 	 	 
	 	 	 Cenveo
      Corporation 	 
	 	 	 	 	 
	
                     

                  	 	
                    By:
      

                  	/s/ Mark S. Hiltwein	 
	 	 	 	
                          
                      Name:
      Mark S. Hiltwein

                    

                  	 
	 	 	 	Title:
      Chief Financial Officer	 


          

        

         

        
          
            
              
                	 	 	Discount
      Labels, LLC	 
	 	 	 	 	 
	
                         

                      	 	
                        By:
      

                      	/s/ Mark S. Hiltwein	 
	 	 	 	
                              
                          Name:
      Mark S. Hiltwein

                        

                      	 
	 	 	 	Title:
      Chief Financial Officer	 


              

            

             

            
              
                
                  
                    
                      	 	 	RX
      JV Holding, Inc.	 
	 	 	 	 
	
                               

                            	 	
                              By:
      

                            	/s/ Mark S. Hiltwein	 
	 	 	 	
                                    
                                Name:
      Mark S. Hiltwein

                              

                            	 
	 	 	 	Title:
      Chief Financial Officer	 


                    

                  

                   

                   

                  
                     

                    
                      
                        	 	
                                U.S. BANK
      NATIONAL ASSOCIATION, as

                                   Trustee

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Susan Freedman	 
	 	 	
                                Name:
      Susan Freedman

                              	 
	 	 	Title:
      Vice President	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
 

    
      
        
          
          

        

        
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    SCHEDULE A

    


    


    


    SCHEDULE OF
GUARANTORS

    


     

    Cenveo,
Inc.

    
      Discount
Labels, LLC

      Cenveo
Alberta Finance LP

      Cenveo
Government Printing, Inc.

      Cenveo
Services, LLC

      Cenveo
McLaren Morris & Todd Company

      Cenveo
MM&T Packaging Company

      Cenveo
Commercial Ohio, LLC

      Cenveo
Resale Ohio, LLC

      Cenveo
Omemee LLC

      Colorhouse
China, Inc.

      MMTP
Holdings, Inc.

      CRX JV,
LLC

      CRX
Holding, Inc.

      Rx
Technology Corp.

      RX JV
Holding, Inc.

      PC Ink
Corp.

      Printegra
Corporation

      Cadmus
Printing Group, Inc.

      Washburn
Graphics, Inc.

      Cadmus
Journal Services, Inc.

      Cadmus
Financial Distribution, Inc.

      Cadmus
Technology Solutions, Inc.

      Garamond/Pridemark
Press, Inc.

      Cadmus
Delaware, Inc.

      Cadmus
UK, Inc.

      Expert
Graphics, Inc.

      Cadmus
Government Publication Services, Inc.

      Cadmus
Marketing Group, Inc.

      American
Graphics, Inc.

      Cadmus
Direct Marketing, Inc.

      Cadmus
Interactive, Inc.

      Cadmus
Marketing, Inc.

      Cadmus/O’Keefe
Marketing, Inc.

      Old TSI,
Inc.

      Cadmus
Investments, LLC

      Port City
Press, Inc.

      Science
Craftsman Incorporated

      Cadmus
International Holdings, Inc.

      CDMS
Management, LLC,

      Vaughan
Printers Incorporated

      VSUB
Holding Company

      Madison/Graham ColorGraphics,
Inc.



    
      
        
          
          

        

        
           


          
            

          

        

        
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      Madison/Graham
ColorGraphics Interstate Services, Inc.

      Commercial
Envelope Manufacturing Co., Inc.

      Berlin
& Jones Co., LLC

      Heinrich
Envelope, LLC

      Cenveo
CEM, LLC

      Cenveo
CEM, Inc.

      CNMW
Investments, Inc.

      Rex
Corporation

      136
Eastport Road, LLC


      
        
          
          

        

        
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    EXHIBIT A-1

    


    


    


    [TO
COME]

     

    


    


    
      
        
          
          

        

        
           


          
            

          

        

        
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    EXHIBIT A-2

    


    


    


    [TO
COME]

     

    


    


    
      
        
          
          

        

        
           


          
            

          

        

        
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    EXHIBIT B

    


    


    


    FORM OF
CERTIFICATE OF TRANSFER

     

    [TO
COME]

     

    


    


    
      
        
          
          

        

        
           


          
            

          

        

        
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    EXHIBIT C

    


    


    


    FORM OF
CERTIFICATE OF EXCHANGE

     

    [TO
COME]

     

    


    


    
      
        
          
          

        

        
           


          
            

          

        

        
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    EXHIBIT D

    


    


    


    GUARANTEE

     

    Each of
the undersigned hereto (hereinafter referred to as the “Guarantors”, which term
includes any successor or additional Guarantor under the Indenture (the
“Indenture”) referred to in the Note upon which this notation is endorsed) (i)
has unconditionally guaranteed (a) the due and punctual payment of the principal
of and interest on the Notes, whether at maturity or interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual payment
of interest on the overdue principal of and (if lawful) interest on the Notes,
(c) the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in the
Indenture, and (d) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise and (ii) has agreed to
pay any and all costs and expenses (including reasonable attorneys’ fees)
incurred by the Trustee or any Holder in accordance with the terms of the
Indenture in enforcing any rights under this Guarantee.

     

    No
stockholder, officer, director, employee or incorporator, as such, past, present
or future, of the Guarantors shall have any personal liability under this
Guarantee by reason of his or its status as such stockholder, officer, director,
employee or incorporator.

     

    This
Guarantee shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.

     

    This
Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which this Guarantee is noted shall have been
executed by the Trustee under the Indenture by the manual signature of one of
its authorized officers.

     

    
      
         

        
          
            	 	
                    EACH ENTITY
      LISTED ON SCHEDULE I HERETO

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Name:
      

                  	 
	 	 	Title:
      Chief Financial Officer	 


          

        

      

       

      
        
          
            	 	CRX
      JV, LLC	 
	 	 	 	 
	 	 	Cenveo
      Corporation	 
	 	 	 	 	 
	
                     

                  	 	
                    By:
      

                  	 	 
	 	 	 	
                    Name:

                  	 
	 	 	 	Title:
      	 


          

        

         

      

                                                                  

    

    
       

      
        
          
          

        

        
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                  	 	 	Discount
      Labels, LLC	 
	 	 	 	 	 
	
                           

                        	 	
                          By:
      

                        	 	 
	 	 	 	
                          Name:

                        	 
	 	 	 	Title:
      	 


                

              

               

              
                
                  
                    
                      
                        	 	 	RX
      JV Holding, Inc.	 
	 	 	 	 
	
                                 

                              	 	
                                By:
      

                              	 	 
	 	 	 	
                                Name:

                              	 
	 	 	 	Title:
      	 


                      

                    

                     

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
          

        

        
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    SCHEDULE
I

     

    Cenveo,
Inc.

    Discount
Labels, LLC

    Cenveo
Alberta Finance LP

    Cenveo
Government Printing, Inc.

    Cenveo
Services, LLC

    Cenveo
McLaren Morris & Todd Company

    Cenveo
MM&T Packaging Company

    Cenveo
Commercial Ohio, LLC

    Cenveo
Resale Ohio, LLC

    Cenveo
Omemee LLC

    Colorhouse
China, Inc.

    MMTP
Holdings, Inc.

    CRX
Holding, Inc.

    Rx
Technology Corp.

    RX JV
Holding, Inc.

    PC Ink
Corp.

    Printegra
Corporation

    Cadmus
Printing Group, Inc.

    Washburn
Graphics, Inc.

    Cadmus
Journal Services, Inc.

    Cadmus
Financial Distribution, Inc.

    Cadmus
Technology Solutions, Inc.

    Garamond/Pridemark
Press, Inc.

    Cadmus
Delaware, Inc.

    Cadmus
UK, Inc.

    Expert
Graphics, Inc.

    Cadmus
Government Publication Services, Inc.

    Cadmus
Marketing Group, Inc.

    American
Graphics, Inc.

    Cadmus
Direct Marketing, Inc.

    Cadmus
Interactive, Inc.

    Cadmus
Marketing, Inc.

    Cadmus/O’Keefe
Marketing, Inc.

    Old TSI,
Inc.

    Cadmus
Investments, LLC

    Port City
Press, Inc.

    Science
Craftsman Incorporated

    Cadmus
International Holdings, Inc.

    CDMS
Management, LLC,

    Vaughan
Printers Incorporated

    VSUB
Holding Company

    Madison/Graham ColorGraphics,
Inc.

    Madison/Graham ColorGraphics Interstate
Services, Inc.

    Commercial
Envelope Manufacturing Co., Inc.

    


    
      
        
          
          

        

        
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    Berlin
& Jones Co., LLC

    Heinrich
Envelope, LLC

    Cenveo
CEM, LLC

    Cenveo
CEM, Inc.

    CNMW
Investments, Inc.

    Rex
Corporation

    136
Eastport Road, LLC

     

     

    


    


    
      
        
          
          

        

        
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    EXHIBIT E

    


    


    


    FORM OF
CERTIFICATE FROM

    ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

     

    Cenveo
Corporation

    c/o
Cenveo, Inc.

    One
Canterbury Green

    201 Broad
Street

    Stamford,
CT 06901

    


    U.S. Bank
National Association

    One
Federal Street

    Boston,
MA 02110

     

    Re:  10.5%
Senior Notes due 2016

     

    Reference
is hereby made to the Indenture, dated as of June 13, 2008(the “Indenture”), between
Cenveo Corporation, as issuer (the “Company”), and U.S.
Bank National Association, as trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

     

    In
connection with our proposed purchase of $__________ aggregate principal amount
of:

     

    (a)           o a beneficial interest in a
Global Note, or

     

    (b)           o a Definitive
Note.

     

    We
confirm that;

     

    1.           We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the United States Securities Act of 1933, as
amended (the “Securities
Act”).

     

    2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (c) an “accredited investor” (as defined
below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to you and to the Company a signed letter substantially
in the form of this letter and an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144 under the Securities Act or

     

    


    
      
        
          
          

        

        
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    (F) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing the Definitive Note or beneficial
interest in a Global Note from us in a transaction meeting the requirements of
clauses (A) through (E) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.

     

    3.           We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.  We further understand
that any subsequent transfer by us of the Notes or beneficial interest therein
acquired by us must be effected through one of the Placement
Agents.

     

    4.           We
are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (5), (6),
(7) or (8) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.

     

    5.           We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an “accredited
investor”) as to each of which we exercise sole investment
discretion.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

     

    
      
        
          
            
              
                
                  	 	
                           

                        	 
	 	[Insert
      Name of Accredited Investor]	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 	 
	 	 	
                          Name:
      

                        	 
	 	 	Title:
      	 


                

              

            

          

        

      

      
        Dated:
__________, _____

      

    

     

    


    
      
        
          
          

        

        
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    EXHIBIT F

    


    


    


    FORM OF
INTERCOMPANY NOTE

    


    
      	
              $___________

            	
              One
      Canterbury Green

            


    

    
      	
               
      

            	
              201
      Broad Street

            


    

    
      	
               
      

            	
              Stamford,
      CT 06901

            


    

    


    PROMISSORY
NOTE

     

    FOR VALUE RECEIVED, [name of
subsidiary of Cenveo Corporation], a _______ corporation (hereinafter “Maker”)
promises to pay on demand to CENVEO CORPORATION (“Lender”), or order, at the
address set forth above, or such other place as may be designated from time to
time by the holder hereof, the principal sum of _________________ ($__________),
with interest from the date of the making of the loan evidenced hereby, on the
terms and conditions set forth herein.  The rate of interest on the
unpaid principal balance of this Note shall
be            per
annum.  Maker shall make monthly payments of interest on the
outstanding principal balance hereof at the aforementioned rate on or before
the           day of each
month during which the principal amount remains outstanding, commencing on
the                 day
of the first month following the date of this Promissory Note, and until this
Note shall have been paid in full.  Maker reserves the right to prepay
this Note at any time, wholly or partially, without penalty.

     

    This
Promissory Note and the indebtedness evidenced hereby is
unsecured.  The payment of the principal amount of, interest on or any
other amounts due under this Promissory Note shall not be subordinated in right
of payment to any other existing or future indebtedness of the
Maker.

     

    In the
event any payments required by this Note are not paid when due, or in the event
Maker violates any of the terms and conditions of this Note, then the whole sum
of both principal and interest shall become due and payable at once without
further notice at the option of the holder hereof.

     

    Maker
hereby waives presentation of payment, notice of dishonor, protest and notice of
protest.  Holder’s failure to exercise any right or option hereunder
on certain occasions shall not constitute a waiver of the right to exercise such
right or option on any other occasion.

     

    Maker
hereby executes and delivers this Promissory Note as of the ___day of ______,
_____________.

     

    
       

      
        
          
            
              
                
                  
                    	 	
                             

                          	 
	 	[Maker]	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	
                            Name:
      

                          	 
	 	 	Title:
      	 


                  

                

              

            

          

        

        
           

           

           

        

      

    

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