exv4w1



 




Exhibit 4.1


 



Execution Copy




 





UCI HOLDCO, INC.,

As Issuer




$235,000,000




FLOATING RATE SENIOR PIK NOTES DUE 2013




 






INDENTURE





Dated as of December 20, 2006




 





 






Wells Fargo Bank, National Association,

As Trustee




 






 
















 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	 1	 
	Section 1.02 Other Definitions
	 	 	19	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	20	 
	Section 1.04 Rules of Construction
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 2. THE NOTES
	 	 	21	 
	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	21	 
	Section 2.02 Execution and Authentication
	 	 	22	 
	Section 2.03 Registrar and Paying Agent
	 	 	23	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	23	 
	Section 2.05 Holder Lists
	 	 	24	 
	Section 2.06 Transfer and Exchange
	 	 	24	 
	Section 2.07 Replacement Notes
	 	 	32	 
	Section 2.08 Outstanding Notes
	 	 	33	 
	Section 2.09 Treasury Notes
	 	 	33	 
	Section 2.10 Temporary Notes
	 	 	33	 
	Section 2.11 Cancellation
	 	 	33	 
	Section 2.12 Defaulted Interest
	 	 	34	 
	Section 2.13 CUSIP Numbers
	 	 	34	 
	Section 2.14 Issuance of Additional Notes
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 3. REDEMPTION AND PREPAYMENT
	 	 	35	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	35	 
	Section 3.02 Selection of Notes to be Redeemed or Purchased
	 	 	36	 
	Section 3.03 Notice of Redemption
	 	 	36	 
	Section 3.04 Effect of Notice of Redemption
	 	 	37	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	37	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	38	 
	Section 3.07 Optional Redemption
	 	 	38	 
	Section 3.08 Mandatory Redemption
	 	 	39	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 4. COVENANTS
	 	 	41	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	41	 
	Section 4.02 Maintenance of Office or Agency
	 	 	42	 
	Section 4.03 Reports
	 	 	42	 
	Section 4.04 Compliance Certificate
	 	 	43	 
	Section 4.05 Taxes
	 	 	44	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	44	 
	Section 4.07 Restricted Payments
	 	 	44	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	47	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	49	 
	Section 4.10 Asset Sales
	 	 	51	 
	Section 4.11 Transactions with Affiliates
	 	 	53	 






i









 






	 	 	 	 	 
	Section 4.12 Liens
	 	 	54	 
	Section 4.13 Business Activities
	 	 	55	 
	Section 4.14 Corporate Existence
	 	 	55	 
	Section 4.15 Offer to Repurchase upon Change of Control
	 	 	55	 
	Section 4.16 Payments for Consent
	 	 	57	 
	Section 4.17 Designation of Restricted and Unrestricted Subsidiaries
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 5. SUCCESSORS
	 	 	58	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets
	 	 	58	 
	Section 5.02 Successor Corporation Substituted
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 6. DEFAULTS AND REMEDIES
	 	 	59	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	59	 
	Section 6.02 Acceleration
	 	 	61	 
	Section 6.03 Other Remedies
	 	 	61	 
	Section 6.04 Waiver of Past Defaults
	 	 	62	 
	Section 6.05 Control by Majority
	 	 	62	 
	Section 6.06 Limitation on Suits
	 	 	62	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	63	 
	Section 6.08 Collection Suit by Trustee
	 	 	63	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	63	 
	Section 6.10 Priorities
	 	 	63	 
	Section 6.11 Undertaking for Costs
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 7. TRUSTEE
	 	 	64	 
	 
	 	 	 	 
	Section 7.01 Duties Of Trustee
	 	 	64	 
	Section 7.02 Rights Of Trustee
	 	 	65	 
	Section 7.03 Individual Rights of Trustee
	 	 	66	 
	Section 7.04 Trustee’s Disclaimers
	 	 	66	 
	Section 7.05 Notice of Defaults
	 	 	67	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	67	 
	Section 7.07 Compensation and Indemnity
	 	 	67	 
	Section 7.08 Replacement of Trustee
	 	 	68	 
	Section 7.09 Successor Trustee by Merger, etc
	 	 	69	 
	Section 7.10 Eligibility; Disqualification
	 	 	69	 
	Section 7.11 Preferential Collection of Claims against Company
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	69	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	69	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	70	 
	Section 8.03 Covenant Defeasance
	 	 	70	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	71	 
	Section 8.05 Deposited Money and Government Securities to be held in Trust;
Other Miscellaneous Provisions
	 	 	72	 
	Section 8.06 Repayment to Company
	 	 	73	 
	Section 8.07 Reinstatement
	 	 	73	 
	 
	 	 	 	 
	ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	73	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	73	 






ii









 






	 	 	 	 	 
	Section 9.02 With Consent of Holders of Notes
	 	 	75	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	76	 
	Section 9.04 Revocation and Effect of Consents
	 	 	76	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	77	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 10. SUBSIDIARY GUARANTEES
	 	 	77	 
	 
	 	 	 	 
	Section 10.01 Agreement to Guarantee
	 	 	77	 
	Section 10.02 Execution and Delivery of Subsidiary Guarantees
	 	 	78	 
	Section 10.03 Limitation on Guarantor Liability
	 	 	79	 
	Section 10.04 Guarantors May Consolidate, etc. on Certain Terms
	 	 	79	 
	Section 10.05 Releases of Subsidiary Guarantees
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 11. SATISFACTION AND DISCHARGE
	 	 	81	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	81	 
	Section 11.02 Application of Trust Money
	 	 	82	 
	 
	 	 	 	 
	ARTICLE 12. MISCELLANEOUS
	 	 	83	 
	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	83	 
	Section 12.02
Notices
	 	 	83	 
	Section 12.03 Communications By Holders of Notes with Other Holders of Notes
	 	 	84	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	84	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	84	 
	Section 12.06 Rules by Trustee and Agents
	 	 	85	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	85	 
	Section 12.08 Governing Law
	 	 	85	 
	Section 12.09 No Adverse Interpretation of Other Agreements
	 	 	85	 
	Section 12.10 Successors
	 	 	85	 
	Section 12.11 Severability
	 	 	85	 
	Section 12.12 Counterpart Originals
	 	 	85	 
	Section 12.13 Table of Contents, Headings, etc
	 	 	86	 






iii









 






EXHIBITS:




	 	 	 
	EXHIBIT A

	 	FORM OF NOTE
	 
	 	 
	EXHIBIT B

	 	FORM OF SUPPLEMENTAL INDENTURE
	 
	 	 
	EXHIBIT C

	 	FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEE






iv









 






Cross-Reference Table*




	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	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)
	 	12.03
	(c)
	 	12.03
	313 (a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 12.02; 12.05
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05, 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(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)
	 	2.12
	317 (a)(1)
	 	6.08








 




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





v









 







	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01






N.A. means not applicable.






 




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





vi









 





          This INDENTURE dated as of December 20, 2006, between UCI Holdco, Inc., a Delaware corporation
(the “Company”) and Wells Fargo Bank, National Association, as Trustee.




          The Company and the Trustee agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders of the Floating Rate Senior PIK Notes due 2013 (the “Initial
Notes”) and the Floating Rate Senior PIK Notes due 2013 (the “Exchange Notes” and, together with
the Initial Notes, 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 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.




          “2013 Senior Subordinated Notes” means the 93/8% Senior Subordinated Notes due 2013, issued by
UCI.




          “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 Interest” means amounts payable pursuant to Section 5 of Registration Rights
Agreement.




          “Additional Notes” means any notes (other than the Initial Notes), if any, issued under this
Indenture in accordance with Sections 2.02, 2.14 and 4.09 hereof.




          “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, means 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;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.




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




          “Applicable LIBOR Rate” means for each interest period with respect to the Notes, the rate
determined by the Company (notice of such rate to be sent to the Trustee under













 






this Indenture for the Notes on the date of determination thereof) equal to the greater of (i)
1.250% or (ii) the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars
for a period of three months as reported by any generally recognized financial information service
as of 11:00 a.m. (London time) two Business Days prior to the first day of such interest period;
provided, that, if no such British Bankers’ Association LIBOR rate is available to the Company, the
Applicable LIBOR Rate for the relevant interest period shall instead be the rate at which Lehman
Brothers Inc. or one of its affiliate banks offers to place deposits in U.S. dollars with
first-class banks in the London interbank market for a period of three months as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such interest period, in
amounts equal to $1.0 million.




          “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, Euroclear and Clearstream
that apply to such transfer or exchange.




          “Applicable Spread” means 700 basis points initially, increasing by 50 basis points commencing
on (and including) December 15, 2007 and further increasing by 50 basis points commencing on (and
including) December 15, 2008.




          “Asset Sale” means (i) the sale, lease, conveyance or other disposition of any assets or
rights; provided that the sale, 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 Section
4.15 and/or Section 5.01 and not by Section 4.10; and (ii) the issuance of Equity Interests in any
of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted
Subsidiaries. Notwithstanding the preceding, none of the following items shall be deemed to be an
Asset Sale: (i) any single transaction or series of related transactions that involves assets
having a fair market value of less than $2.0 million; (ii) a transfer of assets between or among
the Company and its Restricted Subsidiaries; (iii) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary; (iv) the sale or lease of products,
services, equipment, inventory, accounts receivable or other assets in the ordinary course of
business or other disposition of damaged, worn-out or obsolete assets in the ordinary course of
business; (v) the sale or other disposition of cash or Cash Equivalents; (vi) the license of
patents, trademarks, copyrights and know-how to third Persons in the ordinary course of business;
(vii) the creation of Liens; and (viii) a Restricted Payment that does not violate, or a Permitted
Investment that is permitted by, Section 4.07 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.




2









 








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




          “Board of Directors” means (i) with respect to a corporation, the board of directors of the
corporation, (ii) with respect to a partnership, the board of directors of the general partner of
the partnership, and (iii) with respect to any other Person, the board or committee of such Person
serving a similar function.




          “Business Day” means each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York are authorized or required by law to close. If a Payment Date
is not on a Business Day at the place of payment, payment may be made at that place on the next
succeeding Business Day and no interest will accrue for the intervening period.




          “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 that 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 (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 and any other currency that is convertible
into United States dollars without legal restrictions and which is utilized by the Company or any
of its Restricted Subsidiaries in the ordinary course of its business, (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith and credit of the
United States is pledged in support of those securities) having maturities of not more than one
year from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities
not exceeding six months and overnight bank deposits, in each case, with any lender party to the
Credit Agreement or with any domestic commercial bank having capital and surplus in excess of
$500.0 million and a Thomson Bank Watch Rating of “B” or better, (iv) repurchase obligations with a
term of not more than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the qualifications specified in
clause (iii) above, (v) commercial paper having one of the two highest ratings obtainable from
Moody’s or S&P and in each case maturing within one year after the date of acquisition, and
(vi) money market funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i) through (v) above.




3









 








          “Change of Control” means the occurrence of any of the following:  (i) prior to the occurrence
of the first public offering of common stock of the Company, the Permitted Holders cease to be the
Beneficial Owners, directly or indirectly, of a majority of the Voting Stock of the Company,
measured by voting power rather than number of shares, whether as a result of issuance of
securities of the Company, any merger, consolidation, liquidation or dissolution of the Company,
any direct or indirect transfer of securities by the Permitted Holders or otherwise, (ii) the
direct or indirect 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
properties or assets of the Company and its Restricted 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 Permitted
Holder or a Related Party of a Permitted Holder, (iii) the adoption of a plan relating to the
liquidation or dissolution of the Company, (iv) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any “person” (as such
term is used in Section 13(d)(3) of the Exchange Act), other than the Permitted Holders and their
Related Parties, becomes the “Beneficial Owner”, directly or indirectly, of more than 50% of the
Voting Stock of the Company, measured by voting power rather than number of shares, (v) the first
day on which a majority of the members of the Board of Directors of the Company are not Continuing
Directors, or (vi) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company or such other Person is converted into
or exchanged for cash, securities or other property, other than any such transaction where (A) the
surviving transferee Person is controlled by the Permitted Holders or (B) the Voting Stock of the
Company outstanding immediately prior to such transaction is converted into or exchanged for Voting
Stock (other than Disqualified 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).




          “Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.




          “Code” means Internal Revenue Code of 1986, as amended.




          “Consolidated Cash Flow” means, with respect to any specified 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 by such Person or any of its Restricted Subsidiaries
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 Restricted 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 Restricted 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 of the
effect of all payments made or received pursuant



4









 






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
intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period)
and other non-cash expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) 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, plus (v) unrealized non-cash losses resulting from foreign currency
balance sheet adjustments required by GAAP to the extent such losses were deducted in computing
such Consolidated Net Income, plus (vi) without duplication, for periods prior to the date of this
Indenture, all items added back to “EBITDA” for purposes of calculating “Adjusted EBITDA” in
footnote (3) under “Offering Memorandum Summary — Summary Historical and Pro Forma Financial
Information” in the Offering Memorandum; plus (vii) all other extraordinary, unusual or
non-recurring items of gain or loss, or revenue or expense, minus (viii) non-cash items increasing
such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary
course of business, in each case, on a consolidated basis and determined in accordance with GAAP.




          “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, determined in accordance with GAAP; provided that (i) the Net Income (or loss)
of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting will be included only to the extent of the amount of dividends or distributions paid in
cash to the specified Person or a Restricted Subsidiary of the Person, (ii) the Net Income of any
Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends
or similar distributions by that 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 any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders (other than with respect to restrictions applicable to UCI and
permitted by Section 4.08 hereof), (iii) the cumulative effect of a change in accounting principles
will be excluded, and (iv) any impairment loss of such Person or its Restricted Subsidiaries
relating to goodwill or other non-amortizing intangible asset will be excluded.




          “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors on the date of this
Indenture 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 such Board at the time of
such nomination or election.




          “Corporate Trust Office of the Trustee” will be at the principal 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 Agreement” means that certain Amended and Restated Credit Agreement, dated as of May
25, 2006, among UCI, the lenders parties thereto, Lehman Brothers Inc. and J.P.




5









 








Morgan Securities Inc., as joint lead arrangers, JPMorgan Chase Bank, as syndication agent,
ABN AMRO Bank N.V., Bank of America, N.V., and General Electric Capital Corporation, as
co-documentation agents, and Lehman Commercial Paper Inc., as administrative agent, providing for
up to $330.0 million of term loan borrowings and $75.0 million of revolving credit borrowings,
including any related notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as amended, modified, renewed, refunded, replaced
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) from time to time.




          “Credit Facilities” means one or more debt facilities (including, without limitation, the
Credit Agreement) 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 letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities
to institutional investors) 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 Article 2 hereof, substantially in the form of Exhibit A hereto, except
that such Note will not bear the Global Note Legend and will 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,
until a successor shall have been appointed and become such pursuant to the applicable provision of
this Indenture, and, thereafter, “Depositary” shall mean or include such successor.




          “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; provided, however, that 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 4.07 hereof.




          “Distribution Compliance Period”, with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (i) the day on which such Notes are first
offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S
and (ii) the Issue Date with respect to such Notes.




6









 








          “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).




          “Equity Offering” means any public or private sale of Capital Stock (other than Disqualified
Stock) made for cash on a primary basis by the Company after the date of this Indenture.




          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any
successor securities clearing agency.




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




          “Exchange Notes” means (i) the Floating Rate Senior PIK Notes, registered under the Securities
Act, issued pursuant to this Indenture in connection with an Exchange Offer pursuant to a
Registration Rights Agreement and (ii) additional notes, if any, issued pursuant to a registration
statement filed with the SEC under the Securities Act.




          “Exchange Offer” means the exchange and issuance by the Company, pursuant to a Registration
Rights Agreement, of a principal amount of Exchange Notes (which will be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes
or Additional Notes, as the case may be, tendered by Holders thereof in connection with such
exchange and issuance.




          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.




          “Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture,
including without limitation the 2013 Senior Subordinated Notes, until such amounts are repaid.




          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter
reference 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 and its Restricted Subsidiaries
for such period. In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the
commencement of the applicable period for which the Fixed Charge Coverage Ratio is being calculated
and on or prior to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of the proceeds therefrom, as if the same had occurred at the beginning of such period.




7









 








          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, subsequent to the commencement of the applicable four-quarter
reference period and on or prior to the Calculation Date will be given pro forma effect as
if they had occurred on the first day of such period, including any Consolidated Cash Flow
and any pro forma expense and cost reductions that have occurred or are reasonably expected
to occur, in the reasonable judgment of the chief financial officer of the specified Person
(regardless of whether those cost savings or operating improvements could then be reflected
in pro forma financial statements in accordance with Regulation S-X promulgated under the
Securities Act or any other regulation or policy of the SEC related thereto);




     (ii) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded;




     (iii) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date;




     (iv) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed
to have been a Restricted Subsidiary at all times during the applicable four-quarter
reference period;




     (v) any Person that is not a Restricted Subsidiary on such Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during the applicable
four-quarter reference period; and




     (vi) if any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness will be calculated as if the rate in effect on the Calculation Date had
been the applicable rate for the entire applicable four-quarter reference period (taking
into account any Hedging Obligation applicable to such Indebtedness if such Hedging
Obligation has a remaining term as at the Calculation Date in excess of 12 months).



          “Fixed Charges” means, with respect to any specified 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 of the effect of all payments made or received pursuant to Hedging
Obligations, plus (ii) the consolidated interest of such Person and its Restricted



8









 






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) the product of (A) all dividends,
whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person
or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable
solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a
Restricted Subsidiary of the Company, times (B) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in
accordance with GAAP.




          “Foreign Cash Equivalents” means (i) certificates of deposit or bankers acceptances of, and
bank deposits with, any bank organized under the laws of any country that is a member of the
European Economic Community, whose short-term commercial paper rating from Standard & Poor’s Rating
Services is at least A-1 or the equivalent thereof or from Moody’s Investors Service, Inc. is at
least P-1 or the equivalent thereof, in each case with maturities of not more than six months from
the date of acquisition; (ii) commercial paper maturing not more than one year from the date of
creation thereof and, at the time of acquisition, having the highest rating obtainable from either
Standard & Poor’s Rating Services or Moody’s Investors Service, Inc. or (iii) shares of any money
market mutual fund that has its assets invested continuously in the types of investments referred
to in clauses (i) and (ii) above.




          “Foreign Subsidiary” means any Restricted Subsidiary of the Company that was not formed under
the laws of the United States or any state of the United States or the District of Columbia.




          “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 on June 20, 2003.




          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance
with Article 2 hereof.




          “Global Note Legend” means the legend set forth in Section 2.06(e)(i) to be placed on all
Global Notes issued under this Indenture.




          “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America 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




9









 







(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 any Subsidiary of the Company that executes a Subsidiary Guarantee in
accordance with the provisions of this Indenture and its successors and assigns.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person incurred in the normal course of business and consistent with past practices and not for
speculative purposes under (i) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements entered into with one or more financial institutions and designed
to protect the Person or entity entering into the agreement against fluctuations in interest rates
with respect to Indebtedness incurred and not for purposes of speculation, (ii) foreign exchange
contracts and currency protection agreements entered into with one or more financial institutions
and designed to protect the Person or entity entering into the agreement against fluctuations in
currency exchange rates with respect to Indebtedness incurred and not for purposes of speculation,
(iii) any commodity futures contract, commodity option or other similar agreement or arrangement
designed to protect against fluctuations in the price of commodities used by such Person at the
time and (iv) other agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.




          “Holder” means a Person in whose name a Note is registered.




          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent, (i) in respect of
borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof), (iii) in respect of banker’s acceptances,
(iv) representing Capital Lease Obligations, (v) representing the balance deferred and unpaid of
the purchase price of any property due more than six months after such property is acquired, or
(vi) representing the loss value of 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 the specified Person of any Indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date will be (i) the accreted
value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and
(ii) the principal amount of the Indebtedness, together with any interest on the Indebtedness that
is more than 30 days past due, in the case of any other Indebtedness.




          In addition, for the purpose of avoiding duplication in calculating the outstanding principal
amount of Indebtedness for purposes of Section 4.09 hereof, Indebtedness arising solely by reason
of the existence of a Lien to secure other Indebtedness permitted to be incurred under Section 4.09
hereof will not be considered incremental Indebtedness.




          Indebtedness will not include the obligations of any Person (A) resulting from the endorsement
of negotiable instruments for collection in the ordinary course of business, (B)



10









 






under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents and
(C) resulting from representations, warranties, covenants and indemnities given by such Person that
are reasonably customary for sellers or transferors in an accounts receivable securitization
transaction.




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




          “Initial Notes” means $235.0 million in aggregate principal amount of Floating Rate Senior PIK
Notes due 2013 issued under this Indenture on the Issue Date.




          “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees 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 are or would be classified as investments on a balance sheet prepared in accordance with GAAP.
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 will be deemed to have made an Investment on the date of any such sale or
disposition in an amount equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof.
The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds
an Investment in a third Person will be deemed to be an Investment made by the Company or such
Restricted 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 on the date of any such acquisition in
an amount determined as provided in Section 4.07(c) hereof.




          “Issue Date” means December 20, 2003.




          “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.




          “Moody’s” means Moody’s Investors Services, Inc.




          “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however, (i) any gain (or 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




11









 







(ii) any extraordinary gain (or loss), together with any related provision for taxes on such
extraordinary 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, recording fees, title transfer fees,
appraiser fees, costs of preparation of assets for sale) and any relocation expenses incurred as a
result of such Asset Sale, taxes paid or payable as a result of such Asset Sale, 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, other than Indebtedness of the
Company under a Credit Facility or any Indebtedness of UCI or any of its Restricted Subsidiaries
(as defined in the indenture governing the 2013 Senior Subordinated Notes, as in effect on the date
hereof), 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-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) is the lender, (ii) no default with respect to which
(including any rights that the holders of the Indebtedness 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 of the Indebtedness to be
accelerated or payable prior to its stated maturity, and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock (other than stock of an
Unrestricted Subsidiary pledged by the Company or any of its Restricted Subsidiaries) or assets of
the Company or any of its Restricted Subsidiaries.




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




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




          “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes under this Indenture,
and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes and any Additional Notes. For the avoidance of doubt, the reference to Notes in Section 3.08
includes the Initial Notes, Additional Notes and the Exchange Notes.




          “Obligations” means any principal, premium and Additional Interest, if any, interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization, whether or not a claim for post-filing interest is allowed in such proceeding),
penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages,



12









 






guarantees and other liabilities or amounts payable under the documentation governing any
Indebtedness or in respect thereto.




          “Offering Memorandum” means the final offering memorandum of the Company, dated December 15,
2006, in connection with the offering 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, any Assistant Secretary or any
Vice-President of such Person.




          “Officer’s Certificate” means a certificate signed on behalf of the Company by one Officer of
the Company, who must be the principal executive officer, the principal financial officer, the
treasurer 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, any Subsidiary of the Company or the Trustee.




          “Parent” means any Person that is a direct or indirect parent of the Company.




          “Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an
account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include
Euroclear and Clearstream).




          “Permitted Business” means the lines of business conducted by the Company and its Restricted
Subsidiaries on the date hereof and any business incidental or reasonably related thereto or which
is a reasonable extension thereof as determined in good faith by the Board of Directors of the
Company and set forth in an Officer’s Certificate delivered to the Trustee.




          “Permitted Holders” means (i) TC Group L.L.C. (which operates under the trade name “The
Carlyle Group”), a Delaware limited liability company, and its Related Parties and (ii) Carlyle
Partners III, L.P. and its Related Parties or any other investment fund controlled by TC Group
L.L.C. For purposes of this definition, “control” shall have the meaning given such term in the
definition of the term “Affiliate.”




          “Permitted Investment” means (i) any Investment in the Company or in a Restricted Subsidiary
of the Company; (ii) any Investment in Cash Equivalents or Foreign Cash Equivalents; (iii) any
Investment by the Company or any 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 is
merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated 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 4.10 hereof; (v) any Investment solely in exchange
for the issuance of Equity Interests (other than Disqualified Stock) of the Company or made with
the proceeds of a substantially concurrent sale of such Equity Interests (other than Disqualified
Stock); (vi) any Investments received in



13









 






compromise or resolution of obligations of (A) trade creditors or customers that were incurred
in the ordinary course of business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (B) litigation,
arbitration or other disputes; (vii) Hedging Obligations permitted to be incurred under Section
4.09 hereof; (viii) repurchases of the Notes; (ix) loans and advances to officers, directors and
employees in an aggregate amount not to exceed $500,000 extended during any one fiscal year or $2.0
million outstanding at any time; (x) Investments of any Person (other than Indebtedness of such
Person) in existence at the time such Person becomes a Subsidiary of the Company; provided such
Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of
the Company; (xi) Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers’ compensation, performance and other similar deposits; (xii) any
Investment consisting of a guarantee permitted under Section 4.09 hereof; (xiii) Investments
consisting of non-cash consideration received in the form of securities, notes or similar
obligations in connection with dispositions of obsolete or worn out assets permitted pursuant to
this Indenture; (xiv) advances, loans or extensions of credit to suppliers in the ordinary course
of business by the Company or any of its Restricted Subsidiaries; (xv) Investments in any Person to
the extent such Investment existed on the date of this Indenture and any Investment that replaces,
refinances or refunds such an Investment, provided, that the new Investment is in an amount that
does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the
Investment replaced, refinanced or refunded; (xvi) Investments (including debt obligations)
received in connection with the bankruptcy or reorganization of suppliers and customers and in
settlement of delinquent obligations of, and other disputes with, customers and suppliers arising
in the ordinary course of business; and (xvii) other Investments 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 (xvii) since the date of this Indenture that remain outstanding, not to exceed $25.0
million.




          “Permitted Liens” means: (i) Liens on assets of the Company or any of its Restricted
Subsidiaries securing Indebtedness and other Obligations incurred pursuant to either clause (i) or
(xv), or Credit Facilities of Restricted Subsidiaries of the Company guaranteed by the Company and
otherwise permitted by, Section 4.09(b) hereof, and/or securing Hedging Obligations related
thereto; (ii) Liens in favor of the Company or the Guarantors; (iii) Liens on property of a Person
existing at the time such Person is merged with or into or consolidated with the Company or any
Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of
such merger or consolidation and do not extend to any assets other than those of the Person merged
into or consolidated with the Company or the Subsidiary; (iv) Liens on property existing at the
time of acquisition of the property by the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such acquisition; (v)
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; (vi) Liens to
secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of Section
4.09(b) hereof covering only the assets acquired with or financed by such Indebtedness; (vii)
Liens existing on the date of this Indenture; (viii) 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 is required in conformity



14









 






with GAAP has been made therefor; (ix) Liens on assets of Unrestricted Subsidiaries that
secure Non-Recourse Debt of Unrestricted Subsidiaries; (x) Liens imposed by law, such as carriers’,
warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of
business; (xi) survey exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real property that were not incurred in connection
with Indebtedness and that do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; (xii)
Liens created for the benefit of (or to secure) the Notes (or Guarantees of the Notes); (xiii)
Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this
Indenture; provided, however, that: (A) the new Lien shall be limited to all or part of the same
property and assets that secured or, under the written agreements pursuant to which the original
Lien arose, could secure the original Lien (plus improvements and accessions to, such property or
proceeds or distributions thereof); and (B) the Indebtedness secured by the new Lien is not
increased to any amount greater than the sum of (x) the outstanding principal amount or, if
greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to
pay any fees and expenses, including premiums, related to such refinancings, refunding, extension,
renewal or replacement; (xiv) Liens arising from Uniform Commercial Code financing statement
filings by lessors regarding operating leases entered into by such lessors and the Company and its
Restricted Subsidiaries in the ordinary course of business; (xv) Liens on assets of Foreign
Subsidiaries; provided, however, that such liens only secure Indebtedness permitted by clause (xiv)
of Section 4.09(b) hereof; and (xvi) Liens incurred in the ordinary course of business of the
Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0
million at any one time outstanding.




          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
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 Subsidiaries
(other than intercompany Indebtedness); provided that (i) the principal amount (or accreted value,
if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced,
defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses
and premiums incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, 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 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 Subsidiary that 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, limited liability company or government or
other entity.




15









 








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




          “Purchase Agreement” means (i) with respect to the Initial Notes, the Purchase Agreement,
dated as of December 15, 2006, among the Company, Lehman Brothers Inc. and Goldman, Sachs & Co. and
(ii) with respect to each issuance of Additional Notes, the purchase agreement or underwriting
agreement between the Company and the Persons purchasing such Additional Notes.




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




          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date
hereof, by and between the Company and the other parties named on the signature pages thereof, as
such agreement may be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act.




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




          “Regulation S Global Note” means a Global Note bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of the Depositary 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” means (i) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Permitted Holder; 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 any one or
more Permitted Holders and/or such other Persons referred to in the immediately preceding clause
(i).




          “Responsible Officer” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture 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 Global Notes” means the 144A Global Note and the Regulation S Global Note, each of
which shall bear the Private Placement Legend.




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




16









 








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




          “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.




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




          “S&P” means Standard and Poor’s Corporation.




          “SEC” means the Securities and Exchange Commission.




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




          “Shelf Registration Statement” means the registration statement issued by the Company in
connection with the offer and sale of Initial Notes or Exchange Notes pursuant to a Registration
Rights Agreement.




          “Significant Subsidiary” means any Subsidiary that 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 was in effect on June 20, 2003.




          “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 will 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 specified 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 of the corporation, association or other business entity 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 one or more Subsidiaries of
such Person (or any combination thereof).




          “Subsidiary Guarantee” means any Guarantee by a Guarantor of the Company’s payment Obligations
under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
date on which this Indenture is qualified under TIA.




17









 








          “Transfer Restricted Securities” means securities that bear or are required to bear the
Private Placement Legend set forth in Section 2.06(e)(i) hereof.




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




          “UCI” means United Components, Inc., a Delaware corporation.




          “Unrestricted Global Note” means one or more Global Notes, substantially in the form of
Exhibit A attached hereto, that bear the Global Note Legend, that do not and are not required to
bear the Private Placement Legend and are deposited with or on behalf of and registered in the name
of the Depositary or its nominee.




          “Unrestricted Subsidiary” means any Subsidiary of the Company (other than the Subsidiaries of
the Company on the date of this Indenture or any successor to any of them) that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors, but only to the extent that such Subsidiary:  (i) has no Indebtedness other than
Non-Recourse Debt; (ii) is not 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 will be
evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the preceding conditions and was permitted by Section 4.07 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 will 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 will 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 will only be permitted if
(i) 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.




18









 








          “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 obtained by multiplying (A) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect of such Indebtedness, by (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” means, when used with respect to any Subsidiary or Restricted Subsidiary of a
Person, a Subsidiary (or Restricted Subsidiary, as appropriate) 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 (or
Wholly Owned Restricted Subsidiaries, as appropriate) of such Person.




Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	               Term	 	Section
	“12 months interest”
	 	 	3.08	(a)
	“Affiliate Transaction”
	 	 	4.11	 
	“AHYDO Redemption Date”
	 	 	3.08	(a)
	“Asset Sale Offer”
	 	 	3.09	 
	“Calculation Date”
	 	 	1.01	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Company”
	 	preamble	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Mandatory Principal Redemption”
	 	 	3.08	(a)
	“Mandatory Principal Redemption Amount”
	 	 	3.08	(a)
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Payment Default”
	 	 	6.01	 
	“Permanent Regulation S Global Note”
	 	 	2.01	 
	“Permitted Debt”
	 	 	4.09	 
	“Purchase Date”
	 	 	3.09	 
	“Registrar”
	 	 	2.03	 






19









 






	 	 	 	 	 
	 	 	Defined in
	                Term	 	Section
	“Restricted Payments”
	 	 	4.07	(a)
	“Rule 144A Global Note”
	 	 	2.01	 
	“Temporary Regulation S Global Note
	 	 	2.01	 






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;




          “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 and the Guarantors, respectively, and any successor
obligor on 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;




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




     (v) provisions apply to successive events and transactions




     (vi) “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Indenture (as amended or supplemented from time to time) and not to any particular Article,
Section or other subdivision; and



20









 






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



ARTICLE 2.

THE NOTES




Section 2.01 Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may be issued in the form of Definitive Notes or Global
Notes, as specified by the Company. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes will be in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof; provided, however, that Additional Notes issued pursuant to Section 2.14(b) hereof shall
be issued in denominations of $1.00 and integral multiples of $1.00.




          Notes issued in global form will be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend and the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A
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 will represent such of the
outstanding Notes as will be specified therein and each will provide that it represents 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 will 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.




          The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company 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 will govern and be controlling.




          (b) Initial Notes. The Initial Notes will be offered and sold by the Company pursuant to a
Purchase Agreement. The Initial Notes will be resold initially only to (i) QIBs in reliance on
Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Initial Notes may thereafter be
transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the
restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A
will be issued initially in the form of one or more temporary Global Notes in definitive, fully
registered form (collectively, the “Rule 144A Global Note”) and Initial Notes initially resold
pursuant to Regulation S will be issued initially in the form of one or more temporary Global Notes
in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”), in
each case without interest coupons and with the Global Note



21









 






Legend and Private Placement Legend set forth in Exhibit A hereto, which will be deposited on
behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership
interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the
Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”) or a
Definitive Note without a legend containing restrictions on transfer of such Note prior to the
expiration of the Distribution Compliance Period and then only upon (x) certification in form
reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary
Regulation S Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such
interests in a transaction that did not require registration under the Securities Act and (y) in
the case of an exchange for a Definitive Note, in compliance with Section 2.01(c) hereof. The
Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively
referred to herein as the “Regulation S Global Note”. The aggregate principal amount of the 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 hereinafter provided.




          (c) Book-Entry Provisions. This Section 2.01(c) will apply only to a Global Note deposited
with or on behalf of the Depositary.




          The Company will execute and the Trustee will, in accordance with this Section 2.01(c),
authenticate and deliver initially one or more Global Notes that (a) will be registered in the name
of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b)
will be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions
or held by the Trustee as custodian for the Depositary.




          Participants in the Depositary will have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the
Depositary or under such Global Note, and the Company, the Trustee and any agent of the Company or
the Trustee will be entitled to treat the Depositary as the absolute owner of such Global Note for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein will prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its Participants, the operation of customary practices of such Depositary governing
the exercise of the rights of a Holder of a beneficial interest in any Global Note.




          (d) Certificated Notes. Except as provided in this Section 2.01 or Section 2.03 or 2.04,
owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery
of Definitive Notes.




Section 2.02 Execution and Authentication.




          One Officer will sign the Notes for the Company by manual or facsimile signature.




22









 








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




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




          The Trustee will authenticate and deliver: (i) on the Issue Date, an aggregate principal
amount of $235.0 million Floating Rate Senior PIK Notes due 2013, (ii) subject to the provisions of
Section 2.14(b), Additional Notes as payment for accrued interest on the Notes or Additional
Interest, as specified in the written order of the Company pursuant to this Section 2.02, (iii)
subject to the provisions of Section 2.14(a), Additional Notes for an original issue in an
aggregate principal amount specified in the written order of the Company pursuant to this
Section 2.02, and (iv) Exchange Notes for issue only in an Exchange Offer pursuant to a
Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in
each case upon a written order of the Company signed by one Officer of the Company. Such order
will specify the amount of the Notes to be authenticated and the date on which the original issue
of the Notes is to be authenticated.




          The Trustee may appoint an authenticating agent reasonably 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 for service of notices and demands.




Section 2.03 Registrar and Paying Agent.




          The Company will 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 will 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 will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee will act as such. The Company or any of its Subsidiaries 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 will 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



23









 






money held by the Paying Agent for the payment of principal, premium or Additional Interest,
if any, or interest on the Notes, and will notify the Trustee of any default by the Company 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 Subsidiary) will have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it will 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 will serve as Paying Agent for the
Notes.




Section 2.05 Holder Lists.




          The Trustee will 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 will otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee, at least
five 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 will otherwise comply with TIA
§ 312(a).




Section 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the
Registrar or a co-registrar with a request:




          (x) to register the transfer of such Definitive Notes or




          (y) to exchange such Definitive Notes for an equal principal amount of Definitive
Notes of other authorized denominations,



the Registrar or co-registrar will register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the Definitive Notes
surrendered for transfer or exchange:





     (i) are duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar or co-registrar, duly executed by
the Holder thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Notes are required to bear a restricted securities legend, they
are being transferred or exchanged pursuant to an effective registration statement under the
Securities Act, pursuant to Section 2.06(b) hereof or pursuant to clause (A), (B) or (C)
below, and are accompanied by the following additional information and documents, as
applicable:



          (A) if such Definitive Notes are being delivered to the Registrar by a Holder
for registration in the name of such Holder, without transfer, a certification from
such Holder to that effect; or




24









 








     (B) if such Definitive Notes are being transferred to the Company, a
certification to that effect; or





     (C) if such Definitive Notes are being transferred (x) pursuant to an exemption
from registration in accordance with Rule 144A, Regulation S or Rule 144 or (y) in
reliance upon another exemption from the requirements of the Securities Act: (1) a
certification to that effect (in the form set forth on the reverse of the Note) and
(2) if the Company so requests, an Opinion of Counsel or other evidence reasonably
satisfactory to it as to compliance with the restrictions set forth in the legend
set forth in Section 2.06(e)(i) hereof.



          (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global
Security. A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global
Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee, together with:





     (i) certification, in the form set forth on the reverse of the Note, that such
Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B)
is being transferred after expiration of the Distribution Compliance Period by a Person who
initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its
interest in such Note in the form of a beneficial interest in the Permanent Regulation S
Global Security; and




     (ii) written instructions directing the Trustee to make, or to direct the Notes
Custodian to make, an adjustment on its books and records with respect to such Rule 144A
Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation
S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an
increase in the aggregate principal amount of the Notes represented by the Rule 144A Global
Note or Permanent Regulation S Global Note, as applicable, such instructions to contain
information regarding the Depositary account to be credited with such increase,


then the Trustee will cancel such Definitive Note and cause, or direct the Notes Custodian to
cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A
Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and will credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Rule 144A
Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of
the Definitive Note so canceled. If no Rule 144A Global Notes or Permanent Regulation S Global
Notes, as applicable, are then outstanding, the Company will issue and the Trustee will
authenticate, upon written order of the Company in the form of an Officer’s Certificate, a new Rule
144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal
amount.




25









 








          (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or
beneficial interests therein will be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note will
deliver to the Registrar a written order given in accordance with the Depositary’s procedures
containing information regarding the Participant account of the Depositary to be credited with a
beneficial interest in the Global Note. The Registrar will, in accordance with such instructions,
instruct the Depositary to credit to the account of the Person specified in such instructions a
beneficial interest in the Global Note and to debit the account of the Person making the transfer
the beneficial interest in the Global Note being transferred.




          (ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar will reflect on its books and records the
date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Registrar will reflect on its books and records the date and a corresponding decrease in the
principal amount of the Global Note from which such interest is being transferred.




          (iii)  Notwithstanding any other provisions of this Indenture (other than the provisions set
forth in Section 2.06(c)(v) hereof), a Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.




          (iv)  In the event that a Global Note is exchanged for Definitive Notes pursuant to Section
2.06(c)(v) hereof, prior to the consummation of an Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this Section 2.06
(including the certification requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such
other procedures as may from time to time be adopted by the Company.




          (v) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for
the Depositary pursuant to Section 2.01 will be transferred to the beneficial owners thereof in the
form of Definitive Notes in an aggregate principal amount equal to the principal amount of such
Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.06
hereof and (A) the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Note or if at any time such Depositary ceases to be a “clearing agency”
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by
the Company within 90 days of such notice, (B) an Event of Default has occurred and is continuing
or (C) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause
the issuance of Definitive Notes under this Indenture.




          Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section
2.06(c)(v) will be surrendered by the Depositary to the Trustee located at its principal corporate
trust office, to be so transferred, in whole or from time to time in part,



26









 






without charge, and the Trustee will authenticate and deliver, upon such transfer of each
portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations. Any portion of a Global Note transferred pursuant to this Section 2.06(c)(v) will
be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount
and any integral multiple of $1,000 in excess thereof; provided, however, that Additional Notes
issued pursuant to Section 2.14(b) hereof shall be issued in denominations of $1.00 and integral
multiples of $1.00 and registered in such names as the Depositary shall direct. Any Definitive
Note delivered in exchange for an interest in the Transfer Restricted Security will, except as
otherwise provided by Section 2.06(e) hereof, bear the restricted securities legend set forth in
Exhibit A hereto.




          (d) Restrictions on Transfer of Temporary Regulation S Global Notes. During the Distribution
Compliance Period, beneficial ownership interests in a Temporary Regulation S Global Note may only
be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable
Procedures and only (i) for interests in a Permanent Regulation S Global Note and then only upon
certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in
such Temporary Regulation S Global Note are owned either by Non-U.S. Persons or U.S. Persons who
purchased such interests in a transaction that did not require registration under the Securities
Act or (ii) for interests in a Rule 144A Global Note only if the transferor first delivers to the
Trustee a written certificate (in the form provided in this Indenture) to the effect that the Notes
are being transferred to a Person (A) who the transferor reasonably believes to be a qualified
institutional buyer within the meaning of Rule 144A; (B) purchasing for its own account or the
account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;
and (C) in accordance with all applicable securities laws of the states of the United States and
other jurisdictions.




          (e) Legend.





     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note
certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in
substitution thereof) will bear the Private Placement 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”). NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY 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 ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT



27









 







TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO
(X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K)
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 WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF
THIS NOTE) AND (Y) 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
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) 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, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) 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 (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
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.



          Each Global Note will also bear the Global Note 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 2.07 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) OF THE
INDENTURE, (III) THIS GLOBAL NOTE



28









 







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.



          Each Temporary Regulation S Global Note will also bear the Temporary Regulation S
Global Note Legend in substantially the following form:





EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE
OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT
CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(B)(2) OF REGULATION  S UNDER
THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE
TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS
WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP IN
THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH
EUROCLEAR CLEARSTREAM BANKING, S.A. AND ONLY (1) TO THE COMPANY, (2) WITHIN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (1) THROUGH (4) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF
INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS
NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.




BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION  S GLOBAL NOTE MAY BE EXCHANGED FOR
INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A
TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE
REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION  S GLOBAL NOTE IS BEING
TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED
INSTITUTIONAL BUYER



29









 







WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.




BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER
THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST
DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE  903 OR 904 OF
REGULATION  S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE
HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A. OR CLEARSTREAM BANKING, S.A.



          Each Definitive Note will also bear the following additional legend:





IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




     (ii) Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Note) pursuant to Rule 144, the
Registrar will permit the transferee thereof to exchange such Transfer Restricted Security
for a certificated Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security, if the transferor thereof
certifies in writing to the Registrar that such sale or transfer was made in reliance on
Rule 144 (such certification to be in the form set forth on the reverse of the Note).




     (iii) After a transfer of any Initial Notes pursuant to and during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all
requirements pertaining to legends relating to the restrictions on transfer relating to the
Securities Act on such Initial Note will cease to apply, the requirements requiring that any
such Initial Note issued to certain Holders be issued in global form will cease to apply,
and a certificated Initial Note or an Initial Note in global form, in each case without
restrictive transfer legends, will be available to the transferee of the Holder of such
Initial Notes upon exchange of such transferring Holder’s certificated Initial Note or
appropriate directions to transfer such Holder’s interest in the Global Note, as applicable.



30









 






     (iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes, all
requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders
be issued in global form will still apply with respect to Holders of such Initial Notes that
do not exchange their Initial Notes, and Exchange Notes in certificated or global form, in
each case without the restrictive securities legend relating to the restrictions on transfer
relating to the Securities Act set forth in Exhibit A hereto will be available to Holders
that exchange such Initial Notes in such Exchange Offer.



          (f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a
Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such
Global Note will be returned to the Depositary for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes
represented by such Global Note will be reduced and an adjustment will be made on the books and
records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to
such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.




          (g) Obligations with Respect to Transfers and Exchanges of Securities.





     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee will authenticate Definitive Notes and Global Notes at the Registrar’s or
co-registrar’s request.




     (ii) No service charge will be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax, assessments,
or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.10, 3.06, 4.15 and 9.05 of this Indenture).




     (iii) The Registrar or co-registrar will not be required to register the transfer of or
exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to
Article 3 of this Indenture, except the unredeemed portion of any Definitive Note being
redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing
of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an interest
payment date.




     (iv) Prior to the due presentation for registration of transfer of any Note, the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat
the person in whose name a Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the Company, the
Trustee, the Paying Agent, the Registrar or any co-registrar will be affected by notice to
the contrary.



31









 






     (v) All Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits under this
Indenture as the Notes surrendered upon such transfer or exchange.



          (h) No Obligation of the Trustee.





     (i) The Trustee will have no responsibility or obligation to any beneficial owner of a
Global Note, a Participant in the Depositary or other Person with respect to the accuracy of
the records of the Depositary or its nominee or of any Participant, with respect to any
ownership interest in the Notes or with respect to the delivery to any Participant,
beneficial owner or other Person (other than the Depositary) of any notice (including any
notice of redemption) or the payment of any amount, under or with respect to such Notes.
All notices and communications to be given to the Holders and all payments to be made to
Holders under the Notes will be given or made only to or upon the order of the registered
Holders (which will be the Depositary or its nominee in the case of a Global Note). The
rights of beneficial owners in any Global Note will be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary. The Trustee may rely and
will be fully protected in relying upon information furnished by the Depositary with respect
to its Participants and any beneficial owners.




     (ii) The Trustee will 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 Participants or beneficial owners 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 receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue
and the Trustee, upon the written order of the Company signed by one Officer of the Company, will
authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee
or the Company, 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 Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company
and the Trustee may charge for their expenses in replacing a Note.




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




32









 








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 all principal, premium, if
any, and interest payable on that date with respect to the Notes, then on and after that date such
Notes will be deemed to be no longer outstanding and will 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, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, will be considered as though not outstanding, except that for the purposes of determining
whether the Trustee will be protected in relying on any such direction, waiver or consent, only
Notes that a Trustee knows are so owned will be so disregarded.




Section 2.10 Temporary Notes.




          Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee will authenticate temporary Notes upon a written order of the Company signed by one Officer
of the Company. Temporary Notes will be substantially in the form of Definitive Notes but may have
variations that the Company considers appropriate for temporary Notes and that are reasonably
acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate Definitive Notes 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 will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes



33









 






surrendered for registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Notes will be delivered to the Company. The
Company may not issue new Notes to replace Notes that it has redeemed, paid or delivered to the
Trustee for cancellation.




Section 2.12 Defaulted Interest.




          If the Company defaults in a payment of interest on the Notes, it will 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 will 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 will fix or cause to be fixed each such special record date and
payment date, provided that no such special record date will 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) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of defaulted 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 will 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
will 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 Issuance of Additional Notes.




          (a) The Company will be entitled, subject to its compliance with Section 4.09 hereof, to issue
Additional Notes under this Indenture with identical terms as the Initial Notes issued on the Issue
Date, other than with respect to the date of issuance and issue price.




          With respect to any Additional Notes, other than as provided in clause (b) below, the Company
will set forth in a resolution of the Board of Directors and an Officer’s Certificate, copies of
which will be delivered to the Trustee, the following information:





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




     (ii) the issue price, the issue date and the CUSIP number of such Additional Notes;
provided, however, that no Additional Notes may be issued at a price that would cause such
Additional Notes to have “original issue discount” within the meaning of Section 1273 of the
Code; and



34









 






     (iii) whether such Additional Notes will be Transfer Restricted Securities or will be
issued in the form of Exchange Notes.



          (b) (i) Notwithstanding clause (a) above, on each Interest Payment Date (as defined in the
Notes), the Company shall issue Additional Notes under this Indenture with identical terms as the
Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue
price, in an aggregate principal amount equal to the amount of interest (including Additional
Interest, if any) rounded up to the nearest dollar, due on the applicable interest payment date,
pursuant to Section 1 of the Note.





          (ii) In lieu of the resolution of the Board of Directors and the Officer’s Certificate
required pursuant to clause (i) above, unless otherwise agreed to between the Company and
the Trustee, with respect to any Additional Notes issued pursuant to Section 1 of the Notes,
the Company shall deliver to the Trustee and the Paying Agent no later than two Business
Days prior to the relevant Interest Payment Date (as defined in the Notes), (1) if such
securities are in definitive form, the required amount of new definitive Additional Notes
and an order to authenticate and deliver such Additional Notes or (2) if such Notes are in
global form, an order to increase the principal amount of such Notes by the relevant amount
(or, if necessary, to authenticate a new Global Note executed by the Company with such
increased principal amounts).




          (iii) Any Additional Notes issued pursuant to this Section 2.14(b) shall, after being
executed and authenticated pursuant to Section 2.02 hereof, be (1) mailed to the person
entitled thereto as shown on the register for the Definitive Notes as of the relevant Record
Date or (2) deposited into the account specified by the Holder or Holders thereof as of the
relevant Record Date if the Notes are held in global form. Alternatively, the Company may
direct the Paying Agent to make the appropriate amendments to the schedule of principal
amounts of the relevant Global Notes outstanding and arrange for deposit into the account
specified by the Holder or Holders thereof as of the relevant Record Date. Payment shall be
made in such form and upon such terms as specified herein and the Company shall and Paying
Agent may take additional steps as is necessary to effect such payment.



          (c) The Initial Notes issued on the Issue Date, any Additional Notes and all Exchange Notes
issued in exchange therefor will be treated as a single class for all purposes under this
Indenture.




ARTICLE 3.

REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




          If the Company (i) elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof or (ii) is required to redeem Notes pursuant to the mandatory redemption
provisions of Section 3.08(a) hereof, it will furnish to the Trustee, at least 45 days before a
redemption date, an Officer’s Certificate setting forth (i) the clause of this Indenture




35









 







pursuant to which the redemption will occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption prices.




Section 3.02 Selection of Notes to be Redeemed or Purchased.




          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee will select Notes for redemption or purchase as follows: (i) if the Notes are
listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed or (ii) if the Notes are not so listed,
on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided
that no Notes of $2,000 or less shall be redeemed in part in connection with any optional
redemption pursuant to Section 3.07 hereof.




          The Trustee will promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected in connection
with any optional redemption pursuant to Section 3.07 hereof will be in amounts of $2,000 or whole
multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, will be redeemed or purchased. Notes and portions of Notes selected in
connection with any mandatory redemption pursuant to Section 4.08 hereof will be in whole multiples
of $1. Except as provided in the preceding two sentences, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase.




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 will 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,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Article 8 or 11 hereof. Notices of redemption may not be conditional.
Notes called for redemption become due on the date fixed for redemption.




          The notice will identify the Notes to be redeemed (including CUSIP Numbers, if any) and will
state:





     (i) the redemption date;




     (ii) if such redemption is made pursuant to Section 3.07 hereof, the redemption price;




     (iii) if such redemption is made pursuant to Section 3.08(a) hereof, the Mandatory
Principal Redemption Amount;



36









 






     (iv) 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 will be issued upon
cancellation of the original Note;




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




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




     (vii) 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;




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




     (ix) 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 will give the notice of redemption in the Company’s name
and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45
days prior to the redemption date, an Officer’s 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 or Purchase Price.




          Prior to 11:00 a.m. on the Business Day prior to the redemption date, the Company will deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price
of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the
Paying Agent will 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 or purchase price of,
and accrued interest on, all Notes to be redeemed or purchased.




          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest will 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 or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Company to comply with the



37









 






preceding paragraph, interest will be paid on the unpaid principal, from the redemption or
purchase 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 or Purchased in Part.




          Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and,
upon the Company’s written request, the Trustee will authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the
Note surrendered.




Section 3.07 Optional Redemption.




          (a) At any time prior to December 15, 2007, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a
redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to
the rate per annum on the Notes applicable on the date on which notice of redemption is given, plus
accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net
cash proceeds of one or more Equity Offerings by the Company or from the cash contribution of
equity capital (other than Disqualified Stock) to the Company, provided that:





     (i) at least 65% of the aggregate principal amount of Notes (including Additional
Notes, if any) issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries);
and




     (ii) the redemption occurs within 90 days of the date of the closing of such Equity
Offering or cash contribution.



          (b) Except pursuant to Section 3.07(a) hereof, the Notes will not be redeemable at the
Company’s option prior to December 15, 2007.




          (c) On and after December 15, 2007, the Company may redeem all or a part of the Notes upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if
any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on December 15 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2007
	 	 	100.000	%
	2008
	 	 	103.000	%
	2009
	 	 	102.000	%
	2010
	 	 	101.000	%
	2011 and thereafter
	 	 	100.000	%






38









 






          (d) Any redemption pursuant to this Section 3.07 will be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.




Section 3.08 Mandatory Redemption.




          (a) At the end of the first accrual period ending after the fifth anniversary of the Notes’
issuance (the “AHYDO redemption date”), the Company will redeem for cash a portion of each Note
equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal
Redemption”). The redemption price for the portion of each Note redeemed pursuant to a Mandatory
Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest
thereon on the date of redemption. The “Mandatory Principal Redemption Amount” will equal the
portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable
high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue
Code of 1986, as amended (the “Code”), provided in no event will such amount be less than the
excess, if any, of, (a) the aggregate amount of accrued and unpaid interest (including original
issue discount) on the Note over (b) an amount equal to the product of the issue price of such Note
(as defined in Sections 1273(b) and 1274(a) of the Code) and the yield to maturity of such Note, as
such term is defined in applicable regulations of the U.S. Department of the Treasury (such amount
described in clause (b), “12 months interest”). No partial redemption or repurchase of the Notes
prior to the AHYDO redemption date pursuant to any other provision of this Indenture will alter the
Company’s obligation to make the Mandatory Principal Redemption with respect to any Notes that
remain outstanding on the AHYDO redemption date.




          At the end of each subsequent accrual period ending after the AHYDO redemption date (each such
period, a “Subsequent Period” and the date at the end of each Subsequent Period, the “Periodic
Redemption Date”), the Company will (i) pay all interest accrued during such Subsequent Period at a
rate equal to the Applicable LIBOR Rate plus the Applicable Spread in cash (the “Cash Interest
Amount”), and (ii) redeem for cash a portion of each Note equal to the “Periodic Redemption Amount”
(such redemption, a “Periodic Redemption,” and the aggregate of the payments required to be paid on
each Periodic Redemption Date pursuant to clauses (i) and (ii), the “Total Periodic Payment”). The
redemption price for the portion of each Note redeemed pursuant to a Periodic Redemption will be
100% of the principal amount of such portion plus any accrued interest thereon on the date of
redemption. The “Periodic Redemption Amount” for any Subsequent Period will equal the excess of
the aggregate amount of original issue discount (as defined in Section 1273(a) of the Code) accrued
on the Note during such Subsequent Period over the Cash Interest Amount for such Subsequent Period.
No partial redemption or repurchase of the Notes prior to any Subsequent Period pursuant to any
other provision of the indenture will alter the Company’s obligation to make the Periodic
Redemption payments with respect to any Notes that remain outstanding on such Periodic Redemption
Date. Notwithstanding anything to the contrary herein, in all events, the Total Periodic Payment
paid on each Periodic Redemption Date shall at least equal the aggregate amount of accrued and
unpaid interest (including original issue discount) on such Note in excess of an amount equal to 12
months interest on such Note.




          (b) Other than as provided in Section 3.08(a), the Company is not required to make any
mandatory redemption or sinking fund payments with respect to the Notes.




39









 








Section 3.09 Offer to Purchase by Application of Excess Proceeds.




          In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures
specified below.




          The Asset Sale Offer will be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its commencement and not
longer than 30 Business Days, except to the extent that a longer period is required by applicable
law (the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to
the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable)
or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same
manner as interest payments are made.




          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 and Additional Interest, if any, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.




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





     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment will continue to accrue
interest;




     (iv) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the
Purchase Date;




     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in minimum denominations of $2,000 and in integral multiples
of $1,000 in excess thereof only;




     (vi) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer
will be required to surrender the Note, with the form entitled “Option of Holder to



40









 







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;




     (vii) that Holders will 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 its election to have such Note purchased;




     (viii) that, if the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by Holders exceeds the Offer Amount, the Company will select the
Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Notes and such other pari passu Indebtedness surrendered (with such
adjustments as may be deemed appropriate by the Company so that only Notes in minimum
denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be
purchased); and




     (ix) that Holders whose Notes were purchased only in part will be issued new Notes
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 will, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof and other
pari passu Indebtedness tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount
has been tendered, all Notes and other pari passu Indebtedness tendered, and will deliver to the
Trustee an Officer’s 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, will promptly (but in any case not later than
five days after the Purchase Date) 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 will promptly issue a new Note and the Trustee, upon written request from the Company,
will 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 will be promptly mailed
or delivered by the Company to the Holder thereof. The Company will 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 will 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 will pay or cause to be paid the principal of, premium, if any, interest and
Additional Interest, if any, on the Notes on the dates and in the manner provided in




41









 







the Notes. Principal, premium, if any, interest and Additional Interest, if any, will be
considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date, if such due date is on or prior to
December 15, 2011, Additional Notes, or, if such due date is after December 15, 2011, money
deposited by the Company in immediately available funds, in either case, designated for and
sufficient to pay all principal, premium, if any, and interest then due. The Company will pay all
Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.




          The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1.0% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (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 will maintain 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 in
respect of the Notes and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at
any time the Company fails to maintain any such required office or agency or fails 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 will in any
manner relieve the Company of its obligation to maintain an office or agency for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency.




          The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.




Section 4.03 Reports.




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





     (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



42









 







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.



          If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by clauses (i) and (ii) above will include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in the “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
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.




          (b) Following the consummation of the Exchange Offer contemplated by the Registration Rights
Agreement, whether or not required by the SEC, the Company will file a copy of all of the
information and reports referred to in clauses (i) and (ii) of Section 4.03(a) with the SEC for
public availability within the time periods specified in the SEC’s rules and regulations (unless
the SEC will not accept such a filing) and make such information available to prospective investors
upon request.




          (c) The Company will furnish to the Holders and to prospective investors, upon the request of
such Holders or prospective investors, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the
Securities Act.




          (d) Notwithstanding the foregoing provisions of this Section 4.03, prior to the consummation
of the Exchange Offer contemplated by the Registration Rights Agreement and for so long as the 2013
Senior Subordinated Notes are outstanding, the obligations of the Company set forth in this Section
4.03 shall be deemed satisfied if (a) UCI complies with section 4.03 of the indenture governing the
2013 Senior Subordinated Notes and (b) the Company furnishes to the Trustee for mailing to the
Holders of Notes, within the time periods specified in the SEC’s rules and regulations, all
quarterly and annual financial statements 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 and, with respect to
the annual financial statements only, a report on the annual financial statements by the Company’s
certified public accountants.




Section 4.04 Compliance Certificate.




          (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
TIA) will deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s
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 has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed,





43











 




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 has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect thereto.




          (b) The Company will, so long as any of the Notes are outstanding, deliver to the Trustee,
promptly upon any Officer becoming aware of any Default or Event of Default, an Officer’s
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.




Section 4.05 Taxes.




          The Company will pay, and will 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 4.06 Stay, Extension and Usury Laws.




          The Company covenants (to the extent that it may lawfully do so) that it will 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 the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.




Section 4.07 Restricted Payments.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly: (i) 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); (ii) 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; (iii) 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 Subsidiary Guarantees, except a




44









 







payment of interest or principal at the Stated Maturity thereof; or (iv) make any Restricted
Investment (all such payments and other actions set forth in these clauses (i) through (iv) above
being collectively referred to as “Restricted Payments”), unless, at the time of and after giving
effect to such Restricted Payment:





     (A) no Default has occurred and is continuing or would occur as a consequence
of such Restricted Payment;




     (B) 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 applicable four-quarter period, 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) hereof; and




     (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the
date of this Indenture (excluding Restricted Payments permitted by clauses (ii),
(iii), (iv), (vi), (vii), (viii), (ix), (x) and (xi) of Section 4.07(b) below), is
less than the sum, without duplication, of:




     (I) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the date of this Indenture to the end of the Company’s
most recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus




     (II) 100% of the fair market value of the aggregate net proceeds received by
the Company since the date of this Indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or from the issue or sale of convertible or exchangeable
Disqualified Stock or convertible or exchangeable debt securities of the Company
that have been converted into or exchanged for such Equity Interests (other than
Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of
the Company), provided that such aggregate net proceeds are limited to assets used
or useful in a Permitted Business or Capital Stock of a Person engaged in a
Permitted Business, plus




     (III) to the extent that any Restricted Investment that was made after the date
of this Indenture is sold for cash or otherwise liquidated or repaid, purchased or
redeemed for cash, the lesser of (x) the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any) and (y) the initial
amount of such Restricted Investment, plus




     (IV) to the extent that any Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser
of (x) the fair market value of the Company’s Investment in such Subsidiary as of



45









 







the date of such redesignation or (y) such fair market value as of the date on
which such Subsidiary was originally designated as an Unrestricted Subsidiary.



          (b) The provisions of Section 4.07(a) will not prohibit: (i) the payment of any dividend or
the consummation of any irrevocable redemption within 60 days after the date of declaration of the
dividend or giving of the redemption notice, as the case may be, if at such date of declaration or
notice, the dividend or redemption payment would have complied with the provisions of this
Indenture; (ii) the making of any Restricted Payment 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 (other than Disqualified Stock) or from the substantially
concurrent cash contribution of common equity capital to the Company; provided that the amount of
any such net cash proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition will be excluded from clause (C)(II) of Section 4.07(a) above;
(iii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of
the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness; (iv) so long as no Default or Event of Default has occurred and is continuing, the
payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity
Interests on a pro rata basis; (v) so long as no Default or Event of Default has occurred and is
continuing, 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 current or former
director, officer or employee of the Company (or any of its Restricted Subsidiaries) pursuant to
any equity subscription agreement, stock option agreement, shareholders’ agreement or similar
agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests may not in any calendar year exceed the lesser of (A) the sum of (x) $2.0
million and (y) the aggregate amount of Restricted Payments permitted (but not made) pursuant to
this clause (v) in prior calendar years and (B) $7.5 million; (vi) the repurchase of Equity
Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests
represent a portion of the exercise price of those stock options; (vii) the declaration and payment
of dividends to holders of any class or series of Disqualified Stock of the Company or any
Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance
with the Fixed Charge Coverage test described in Section 4.09(a) hereof to the extent such
dividends are included in the definition of “Fixed Charges”; provided that no Default or Event of
Default shall have occurred and be continuing immediately after making such Restricted Payment;
(viii) so long as no Default or Event of Default has occurred and is continuing, the purchase by
the Company of fractional shares arising out of stock dividends, splits or combinations or business
combinations; (ix) dividends, distributions or advances to the Parent to pay the fees required to
maintain its corporate existence and to pay for general corporate and overhead expenses (including
salaries and other compensation of employees who perform services for both the Parent and the
Company) incurred by the Parent in the ordinary course of its business not to exceed $1.0 million
in any twelve-month period; (x) dividends, distributions or advances to the Parent to be used by
the Parent to pay Federal, state and local taxes payable by the Parent and attributable to (or
arising as a result of) the operations of the Company and its Subsidiaries; provided,
however, that the amount of such dividends will not exceed the amount that the Company and its Subsidiaries would
be required to pay in respect of such Federal, state or local taxes were the Company to pay such
taxes as a stand-alone taxpayer; (xi) any Restricted Payments made in connection with the offering
of the Notes and the payment of a special dividend in the amount of $260.0 million to




46









 







the Company’s shareholders as described in the Offering Memorandum; and (xii) so long as no
Default or Event of Default has occurred and is continuing, other Restricted Payments in an
aggregate amount since the date of this Indenture not to exceed $20.0 million.




          (c) The amount of all Restricted Payments (other than cash) will 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
Section 4.07 will be determined by the Board of Directors, whose good faith determination will be
conclusive and will 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 $15.0 million. Not later than the date of
making any Restricted Payment, the Company will deliver to the Trustee an Officer’s Certificate
stating that such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy of any fairness
opinion or appraisal required by this Indenture.




Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




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





     (i) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its 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 its Restricted Subsidiaries;




     (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or




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



          (b) The restrictions in Section 4.08(a) above will not apply to encumbrances or restrictions
existing under or by reason of:





     (i) agreements governing Existing Indebtedness and Credit Facilities as in effect on
the date of this Indenture and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, restructurings, replacements or refinancings of those
agreements, provided that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, restructurings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the date of this Indenture;




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



47









 






     (iii) applicable law, rule, regulation or order;




     (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
or assumed by the Company or any of its Restricted Subsidiaries in connection with an
acquisition of all or substantially all of the assets of a Person (except to the extent such
Indebtedness or Capital Stock was incurred or assumed 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;




     (v) contractual encumbrances or restrictions contained in other Indebtedness of the
Company or any Restricted Subsidiary permitted to be incurred pursuant to an agreement
entered into subsequent to the date of this Indenture in accordance with Section 4.09
hereof; provided that the provisions relating to such encumbrance or restriction contained
in such Indebtedness are no less favorable to the Company, taken as a whole, as determined
by the Board of Directors of the Company in good faith than the provisions contained in the
Credit Agreement and in the indenture governing the 2013 Senior Subordinated Notes, in each
case, as in effect on the date of this Indenture;




     (vi) customary non-assignment provisions in leases, licenses or similar contracts
entered into in the ordinary course of business and consistent with past practices;




     (vii) purchase money obligations for property acquired in the ordinary course of
business and Capital Lease Obligations permitted under this Indenture that impose
restrictions of the nature described in clause (iii) of Section 4.08(a) above on the
property purchased or leased;




     (viii) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition;




     (ix) Permitted Refinancing Indebtedness, provided 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;




     (x) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12
hereof that limit the right of the debtor to dispose of the assets subject to such Liens;




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



48









 






     (xii) any such encumbrance or restriction with respect to a Foreign Subsidiary pursuant
to an agreement governing Indebtedness incurred by such Foreign Subsidiary that was
permitted by the terms of this Indenture to be incurred; and




     (xiii) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business.



Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.




          (a) The Company will not, and will 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), and the Company will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company and any Restricted Subsidiaries may incur Indebtedness (including
Acquired Debt), the Company may issue Disqualified Stock or any Restricted Subsidiary may issue
preferred stock, 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 or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or Disqualified Stock or preferred stock had been issued, as the case may be, at the
beginning of such four-quarter period.




          (b) The provisions of clause (a) of this Section 4.09 will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, “Permitted Debt”):





     (i) the incurrence by the Company and/or any Restricted Subsidiary of additional
Indebtedness and Letters of Credit under one or more Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (i) (with letters of credit
being deemed to have a principal amount equal to the maximum potential liability of the
Company and its Subsidiaries thereunder), not to exceed $415.0 million less the sum of all
permanent principal payments with respect to such Indebtedness pursuant to clause (i) of
Section 4.10(b) hereof;




     (ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;




     (iii) the incurrence by the Company of Indebtedness represented by (A) the Notes (other
than Additional Notes) issued and sold in this offering and to be issued on the date of this
Indenture and the Exchange Notes to be issued pursuant to the Registration Rights Agreement
and (B) Additional Notes issued on or prior to December 15, 2011 in payment of accrued
interest and Additional Interest and any Exchange Notes issued in exchange therefor;




     (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



49









 







the purchase price or cost of design, construction, installation 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 $10.0 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 was permitted
by this Indenture to be incurred under Section 4.09(a) hereof or clauses (ii), (iii) or (v)
of this Section 4.09(b);




     (vi) the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that: (A) if the Company or any Guarantor is the obligor on
such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in
full in cash of all Obligations then due with respect to the Notes, in the case of the
Company, or the Subsidiary Guarantee, in the case of a Guarantor; and (B) (1) 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 Restricted Subsidiary of the Company and (2) any sale
or other transfer of any such Indebtedness to a Person that is not either the Company or a
Restricted Subsidiary of the Company will be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, that
was not permitted by this clause (vi);




     (vii) the issuance by any of the Company’s Restricted Subsidiaries to the Company or
any of its Restricted Subsidiaries of shares of preferred stock, provided that (A) any
subsequent issuance or transfer of Equity Interests that results in any such preferred stock
being held by a Person other than the Company or a Restricted Subsidiary of the Company and
(B) any sale or other transfer of any such preferred stock to a Person that is not either
the Company or a Restricted Subsidiary of the Company will be deemed, in each case, to
constitute an issuance of preferred stock by the Company or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (vii);




     (viii) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations;




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




     (x) the accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the
same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of



50









 







this Section 4.09; provided, in each such case, that the amount thereof is included in
the Fixed Charges of the Company as accrued;




     (xi) the incurrence by the Company’s Unrestricted Subsidiaries of Non-Recourse Debt,
provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an
Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of
Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause
(xi);




     (xii) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of workers’ compensation claims, self-insurance obligations,
bankers’ acceptances, performance and surety bonds in the ordinary course of business;




     (xiii) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so long as such
Indebtedness is covered within five Business Days;




     (xiv) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to refund, defease, renew, extend, refinance or replace
any Indebtedness incurred pursuant to this clause (xiv), not to exceed $15.0 million; and




     (xv) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted 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 (xv), not to exceed $50.0
million.



          (c) For purposes of determining compliance with this Section 4.09, in the event that an item
of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of
Permitted Debt described in clauses (i) through (xv) of Section 4.09(b) above, or is entitled to be
incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to divide and classify
(or later classify or reclassify) in whole or in part in its sole discretion such item of
Indebtedness in any manner that complies with this Section 4.09; provided that Indebtedness under
the Credit Agreement outstanding on the date of this Indenture will initially be deemed to have
been incurred in reliance on the exception provided by clause (i) of Section 4.09(b) above.




Section 4.10 Asset Sales.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:





     (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market value of the
assets or Equity Interests issued or sold or otherwise disposed of;



51









 






     (ii) the fair market value is determined by the Company’s Board of Directors and
evidenced by a resolution of the Board of Directors set forth in an Officer’s Certificate
delivered to the Trustee; and




     (iii) at least 75% of the consideration received in the Asset Sale by the Company or
such Restricted Subsidiary is in the form of cash.



          For purposes of this provision, each of the following will be deemed to be cash:





     (A) 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 Subsidiary 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;




     (B) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are contemporaneously, subject
to ordinary settlement periods, converted by the Company or such Restricted
Subsidiary into cash, to the extent of the cash received in that conversion; and




     (C) any stock or assets of the kind referred to in clauses (ii) or (iv) of
Section 4.10(b) hereof.



          (b) Within 390 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or
the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds at its
option:





     (i) to repay (A) Indebtedness of the Company under a Credit Facility, and if such
Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto; or (B) Indebtedness of any Restricted Subsidiary of the Company and, if
such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments
with respect thereto, in each case other than Indebtedness owed to the Company or an
Affiliate of the Company;




     (ii) to acquire (or enter into a binding agreement to acquire; provided that such
commitment will be subject only to customary conditions (other than financing) and such
acquisition will be consummated within 90 days after the end of such 390-day period) all or
substantially all of the assets of, or a majority of the Voting Stock of, another Permitted
Business;




     (iii) to make a capital expenditure; or




     (iv) to acquire (or enter into a binding agreement to acquire; provided that such
commitment will be subject only to customary conditions (other than financing) and such
acquisition will be consummated within 90 days after the end of such 390-day period) other
long-term assets that are used or useful in a Permitted Business.



52









 






     Pending the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not
prohibited by this Indenture.



          (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section
4.10(b) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and the agent for such other pari passu Indebtedness
will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.




Section 4.11 Transactions with Affiliates.




          (a) The Company will not, and will 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:





     (i) the 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




     (ii) the Company delivers to the Trustee:




     (A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million, a
resolution of the Board of Directors set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with this Section 4.11(a) and
that such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors; and




     (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $15.0 million, a written
opinion from independent investment banking, accounting or appraisal firm of
nationally recognized standing to the effect that such Affiliate



53









 







Transaction is fair, from a financial standpoint, to the Company and its
Restricted Subsidiaries or not materially less favorable to the Company and its
Restricted Subsidiaries than could reasonably be expected to be obtained at the time
in an arm’s-length transaction with a Person who was not an Affiliate.



          (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.11(a) hereof:





     (i) any employment agreements or arrangements, employee benefit plan or arrangements,
officer and director indemnification agreements or arrangements or other similar agreements
or arrangements entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business;




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




     (iii) transactions with a Person that is an Affiliate of the Company solely because the
Company owns an Equity Interest in, or controls, such Person;




     (iv) payment of reasonable directors fees and indemnity provided on behalf of officers,
directors or employees of the Company or any of its Restricted Subsidiaries;




     (v) any issuance or sale of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;




     (vi) Restricted Payments that are permitted by Section 4.07 hereof;




     (vii) transactions between the Company and any Person, a director of which is also a
director of the Company; provided, however, that such director abstains from voting as a
director of the Company on any matter involving such other Person; and




     (viii) amounts payable to TC Group, L.L.C. pursuant to the management agreement, as in
effect on June 20, 2003 and on the terms described in the Offering Memorandum, between the
Company and TC Group, L.L.C. or pursuant to any amendment, restatement or replacement
thereof to the extent that the terms of any such amendment, restatement or replacement are
not, taken as a whole, disadvantageous to the Holders of the Notes in any material respect,
provided that any payments pursuant to this clause (viii) in excess of $2.0 million per
year, plus reasonable out-of-pocket expenses incurred by TC Group, L.L.C. in connection with
its performance of management or other services under such management agreement, shall be
subject to the first paragraph of this Section 4.11.



Section 4.12 Liens.




          The Company will not, and will not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other
than Permitted Liens) securing Indebtedness, Attributable Debt or trade payables of the Company or
any Guarantor upon any property or assets, now owned or hereafter acquired, of




54









 







the Company or any of its Restricted Subsidiaries unless all payments due under this Indenture
and the Notes are secured on an equal and ratable basis (or on a senior basis to, in the case of
obligations subordinated in right of payment to the Notes) with the Obligations so secured until
such time as such Obligations are no longer secured by a Lien.




Section 4.13 Business Activities.




          The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Subsidiaries taken as a whole.




Section 4.14 Corporate Existence.




          Subject to Article 5 hereof, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and
its Subsidiaries; provided, however, that the Company will not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors determines that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of the Notes.




Section 4.15 Offer to Repurchase upon Change of Control.




          (a) Upon the occurrence of a Change of Control, 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 of
$1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest (including Additional Notes issued by the Company
pursuant to Section 2.14(b) hereof) and Additional Interest, if any, on the Notes repurchased, to
the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the
transaction or transactions that constitute the Change of Control and offering to repurchase Notes
on the date specified in such notice, which date will be no earlier than 30 days and no later than
60 days from the date such notice is mailed (the “Change of Control Payment Date”). Such notice,
which will govern the terms of the Change of Control Offer, will state: (i) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be
accepted for payment; (ii) the purchase price and the purchase date; (iii) that any Note not
tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of
the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control
Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of
the Notes completed, to the Paying Agent at the




55









 







address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase
and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof. 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 Notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of Section 3.09 or 4.15 hereof, the
Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such
conflict.




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





     (i) accept for payment all Notes or portions of Notes 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 of Notes properly tendered; and




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


The Paying Agent will promptly mail to each Holder of Notes properly 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 of $1,000. 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.




          (c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be
required to make a Change of Control Offer upon a Change of Control if (i) 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 Section 3.09 hereof and this Section 4.15 and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of
redemption is outstanding pursuant to Section 3.07 hereof, unless and until there is a default in
payment of the applicable redemption price.




56









 








Section 4.16 Payments for Consent.




          The Company will not, and will 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 4.17 Designation of Restricted and Unrestricted Subsidiaries.




          The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default; provided that in no event will any
business currently operated by the Company’s Subsidiaries on the date of this Indenture be
transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as
an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by
the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of
“Permitted Investments,” as determined by the Company. That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.




Section 4.18 Future Subsidiary Guarantees.




          The Company will cause each Restricted Subsidiary that Guarantees any Indebtedness of the
Company or any Guarantor to become a Guarantor and execute a supplemental indenture substantially
in the form of Exhibit B hereto (and the Form of Notation on the Note, attached hereto as Exhibit
C); provided that, if such Indebtedness is by its terms subordinated in right of payment to the
Notes, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated to such Guarantor’s Subsidiary Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes.




          Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that
can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to
such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.




57









 








ARTICLE 5.

SUCCESSORS




Section 5.01 Merger, Consolidation or Sale of Assets.




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





     (i) either (A) the Company is the surviving corporation or (B) 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 is a corporation
organized or existing under the laws of the United States, any state of the United States or
the District of Columbia;




     (ii) 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 has been made assumes all the obligations of the Company under the Notes, this
Indenture and the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;




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




     (iv) 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 will, 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, either (A) would 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) hereof or (B) would have a Fixed Charge Coverage Ratio greater than
the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.



          The Company will not, directly or indirectly, lease all or substantially all of its properties
or assets, in one or more related transactions, to any other Person.




          Notwithstanding the foregoing:





     (A) the Company may merge with an Affiliate incorporated solely for the purpose
of reincorporating the Company in another jurisdiction; and




     (B) any Restricted Subsidiary of the Company may consolidate with, merge into
or transfer all or part of its properties and assets to the Company or to a
Subsidiary that is a Guarantor.



58









 





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 consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made will succeed to, 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” will 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 will 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 in a transaction
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”:





     (i) default for 30 days in the payment when due of interest on, or Additional Interest
with respect to, the Notes;




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




     (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any
of the provisions of Sections 4.10, 4.15 or 5.01 hereof;




     (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after
notice to comply with any of the provisions of Sections 4.07 or 4.09 hereof;




     (v) failure by the Company or any of its Restricted Subsidiaries to observe or perform
any other covenant or other agreement in this Indenture or the Notes 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;




     (vi) 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:



59









 






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




     (B) results in the acceleration of such Indebtedness prior to its Stated
Maturity, and, 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 $25.0
million or more;




     (vii) failure by the Company or any of its Subsidiaries to pay final judgments
aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days;




     (viii) except as permitted by this Indenture, any Subsidiary Guarantee is held in any
judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Subsidiary Guarantee; and




     (ix) the Company or any of its Significant Subsidiaries or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary:




     (A) commences a voluntary case,




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




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




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




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




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




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




     (B) appoints a custodian of the Company or any of its 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 its Significant Subsidiaries or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or



60









 






     (C) orders the liquidation of the Company or any of its 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.




          In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 hereof,
with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable immediately without further action or notice. If
any other Event of Default 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.




          A Default under clauses (iv) or (v) of Section 6.01 hereof will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify
the Company of the Default and the Company does not cure such Default within the time specified
after receipt of such notice.




          In the case of any Event of Default occurring 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, an equivalent premium will also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default
occurs prior to December 15, 2007 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption
of the Notes prior to that date, then the premium specified in this Indenture with respect to the
first year that the Notes may be redeemed at the Company’s option will also become immediately due
and payable to the extent permitted by law upon the acceleration of the Notes.




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 and Additional Interest, 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 will 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.




61









 








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 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 or Additional Interest, 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, if the rescission would not conflict with any judgment and decree and if all existing
Events of Default have been cured or waived. Upon any such waiver, such Default will cease to
exist, and any Event of Default arising therefrom will be deemed to have been cured for every
purpose of this Indenture; but no such waiver will 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 or 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.




62









 








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 Additional Interest, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, will 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 Sections 6.01(i) or 6.01(ii) 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 Additional Interest, 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 will 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 other obligor upon the Notes), its creditors or its property and will 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 consents 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, is denied for any reason, payment of the same will be secured by a Lien on,
and will 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 will 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 or property pursuant to this Article 6, it will pay out the
money in the following order:




63









 









     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 collection;




     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Additional Interest, 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 Additional Interest, if any, and interest, respectively; and




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



          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, 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 6.11 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.




ARTICLE 7.

TRUSTEE




Section 7.01 Duties Of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee will 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 person would exercise or use under the circumstances in the conduct of
such person’s affairs.




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





     (i) the duties of the Trustee will 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 will be read
into this Indenture against the Trustee; and




     (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, the Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.



64









 





          (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 Section 7.01(b) hereof;




     (ii) the Trustee will 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 will 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 Section 7.01(a), (b) and (c) hereof.




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




          (f) The Trustee will 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 such document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in 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 will not be responsible for the
misconduct or negligence of any agent appointed with due care.




          (d) The Trustee will 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.




65









 








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




          (f) The Trustee will 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 will
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 will 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 or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture.




          (h) In the event the Trustee receives inconsistent or conflicting requests and indemnity from
two or more groups of Holders of Notes, each representing less than a majority in aggregate
principal amount of the Notes outstanding, pursuant to the provisions of this Indenture, the
Trustee, in its sole discretion, may determine what action, if any, will be taken.




          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and will be
enforceable by, the Trustee in connection with the performance of its duties under this Indenture,
and to each agent, custodian and other Person employed to act hereunder.




Section 7.03 Individual Rights of Trustee.




          The Trustee or any Affiliate of the Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company 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 Disclaimers.




          The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it will 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 will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee and it will 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 authentication.




66









 








Section 7.05 Notice of Defaults.




          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee will 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 or Additional Interest, 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.




          (a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the 12 months preceding the reporting date, no
report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will
also transmit by mail all reports as required by TIA § 313(c).




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




Section 7.07 Compensation and Indemnity.




          (a) The Company will pay to the Trustee from time to time such compensation as the Company and
the Trustee from time to time have agreed in writing for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will 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 will include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.




          (b) The Company will indemnify the Trustee or any predecessor Trustee against any and all
losses, liabilities or expenses, including taxes (except for taxes based upon 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, the Guarantors, 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 gross
negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company
or any of its Guarantors of its obligations hereunder. The Company or such Guarantor will defend
the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and
the Company will pay the reasonable fees and




67









 







expenses of such counsel. The Company or any of the Guarantors need not pay for any
settlement made without their consent, which consent will not be unreasonably withheld.




          (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.




          (d) To secure the Company’s payment obligations in this Section 7.07, the Trustee will 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 will survive the
satisfaction and discharge of this Indenture.




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




          (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.




Section 7.08 Replacement of Trustee.




          (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




          (b) 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 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:





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




     (ii) 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;




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




     (iv) the Trustee becomes incapable of acting.



          (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company will 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.




          (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Company’s expense), the Company, or




68









 







the Holders of at least 10% in principal amount of the then outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee.




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




          (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders
of the Notes. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee, provided that 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 obligations under Section 7.07 hereof will 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 will be the successor Trustee.




Section 7.10 Eligibility; Disqualification.




          There will 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 $50 million
as set forth in its most recent published annual report of condition.




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




Section 7.11 Preferential Collection of Claims against Company.




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




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 Officer’s Certificate, at any time, elect to have either Section 8.02 or




69









 







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 each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions
set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that the Company and any Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including any Subsidiary Guarantees),
which will 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 clauses (i) and (ii) below, and to have
satisfied all its other obligations under such Notes, any Subsidiary Guarantees and this Indenture
(and the Trustee, on demand of and at the expense of the Company, will execute proper instruments
acknowledging the same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:





     (i) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Additional Interest, if any, on such Notes when
such payments are due from the trust fund described in Section 8.04 hereof;




     (ii) the Company’s obligations with respect to such Notes under Sections 2.06, 2.07,
2.10 and 4.02 hereof;




     (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company’s and the Guarantors’ obligations in connection therewith and




     (iv) this Section 8.02.


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 each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from its obligations under Sections 4.03, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.17 and 4.18 and Article 5 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 will 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 will continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes will not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with
and will have no liability in respect of any term, condition


70









 







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 will 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 and Subsidiary Guarantees will 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(iii) through 6.01(vii) hereof will not constitute Events of
Default.




Section 8.04 Conditions to Legal or Covenant Defeasance.




          In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:




     (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in United States dollars, non-callable Government Securities
or a combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized investment bank or firm of independent public accountants, to pay the
principal of, or interest and premium and Additional Interest, if any, on the outstanding
Notes on the Stated Maturity or on the 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;




     (ii) in the case of an election under Section 8.02 hereof, the Company will deliver to
the Trustee an Opinion of Counsel 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
will 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;




     (iii) in the case of an election under Section 8.03 hereof, the Company will deliver to
the Trustee an Opinion of Counsel 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 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;



71









 






     (iv) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit);




     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any 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;




     (vi) the Company will deliver to the Trustee an Opinion of Counsel to the effect that,
assuming, among other things, no intervening bankruptcy of the Company between the date of
deposit and the 91st day following the deposit and assuming that no Holder is an
“insider” of the Company under applicable bankruptcy law, 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;




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




     (viii) the Company will deliver to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for or relating to Legal
Defeasance or Covenant Defeasance 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 will 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 and
Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




          The Company will 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.




          Notwithstanding anything in this Article 8 to the contrary, the Trustee will 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




72









 







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(i) 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.




          Subject to any applicable abandoned property law, 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
and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium and Additional Amounts, if any, or interest has become due and
payable will be paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter look only to the Company
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, will 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 will not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will 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 any Guarantors’ obligations under this
Indenture, the Notes and the Subsidiary Guarantees 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 makes any payment of principal of,
premium and Additional Interest, if any, or interest on any Note following the reinstatement of its
obligations, the Company will 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.




ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




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





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



73









 






     (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (iii) 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;




     (iv) 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 a Note;




     (v) to comply with the rules of any applicable securities depository;




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




     (vii) to comply with Article 5 hereof;




     (viii) to add Guarantees with respect to the Notes or to secure the Notes;




     (ix) to add to the covenants of the Company or any Guarantor for the benefit of the
Holders of the Notes or surrender any right or power conferred upon the Company or any
Guarantor; or




     (x) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee pursuant to the requirements thereof.



          The consent of the Holders is not necessary under this Indenture to approve the particular
form of any proposed amendment. It is sufficient if such consent approves the substance of the
proposed amendment.




          After an amendment under this Indenture becomes effective, the Company is to mail to Holders
of the Notes a notice briefly describing such amendment. However, the failure to give such notice
to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the
amendment.




          Upon (x) the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture and (y) receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company
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 will not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.




74









 








Section 9.02 With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including 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 or Additional Interest, 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, any Subsidiary Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes).




          Upon (x) the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, (y) the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid
and (z) receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company 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 will not be obligated
to, enter into such amended or supplemental Indenture.




          The Company may, but will not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders of Notes on such record date, or their duly designated proxies, and only such
Persons, will be entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent will have become
effective by virtue of the requisite percentage having been obtained prior to the date which is 180
days after such record date; any such consent previously given will automatically and without
further action by any Holder be canceled and of no further effect.




          It will 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 will be sufficient if such
consent approves the substance thereof.




     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will 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, will 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):



75









 






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




     (ii) reduce the principal of or change the fixed maturity of any Note or alter or waive
any of the provisions with respect to the redemption of the Notes, except as provided above
with respect to Sections 3.09, 4.10 and 4.15 hereof;




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




     (iv) waive a Default or Event of Default in the payment of principal of, or premium or
Additional Interest, if any, 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);




     (v) make any Note payable in currency other than that stated in the Notes;




     (vi) 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 or
Additional Interest, if any, or interest on the Notes;




     (vii) waive a redemption payment with respect to any Note (other than a payment
required by Sections 3.09, 4.10 and 4.15 hereof);




     (viii) release any Guarantor from any of its obligations under its Subsidiary Guarantee
or this Indenture, except in accordance with the terms of this Indenture; or




     (ix) make any change Sections 6.04 or 6.07 hereof or in the foregoing amendment and
waiver provisions.



Section 9.03 Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes will 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.




76









 








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
will authenticate new Notes that reflect the amendment, supplement or waiver.




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




Section 9.06 Trustee to Sign Amendments, etc.




          The Trustee will 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 may not sign an amendment or supplemental indenture
until the Board of Directors approves it. In executing any amended or supplemental indenture, the
Trustee will be entitled to receive, and (subject to Section 7.01 hereof) will be fully protected
in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture.




ARTICLE 10.

SUBSIDIARY GUARANTEES




Section 10.01 Agreement to Guarantee.




          (a) Subject to this Article 10, each of the Guarantors, if any, 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 under this Indenture or the Notes,
that:





     (i) the principal of, premium and Additional Interest, if any, and interest on the
Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium and Additional
Interest, if any, and interest on the Notes, to the extent lawful, and all other Obligations
of the Company to the Holders or the Trustee under this Indenture or the Notes will be
promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and




     (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, that 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.



          (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally




77









 







obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.




Section 10.02 Execution and Delivery of Subsidiary Guarantees.




          (a) To evidence its Subsidiary Guarantee set forth in this Indenture, each Guarantor shall
agree that a notation of such Guarantee substantially in the form attached as Exhibit C to this
Indenture will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered
by the Trustee on or after the date hereof.




          (b) Notwithstanding the foregoing, each Guarantor shall agree that its Guarantee set forth
herein will remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.




          (c) If an Officer whose signature is on this Indenture or on a Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed,
the Guarantee will be valid nevertheless.




          (d) The delivery of any Note by the Trustee, after the authentication thereof under this
Indenture, will constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on
behalf of each Guarantor.




          (e) Each Guarantor shall agree that its obligations hereunder will be unconditional,
regardless 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 hereof or thereof, 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.




          (f) Each Guarantor shall waive 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 covenants that
its Subsidiary Guarantee made pursuant to this Indenture will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.




          (g) If any Holder or the Trustee is required by any court or otherwise to return to the
Company or any Guarantor, or any custodian, Trustee, liquidator or other similar official acting in
relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such
Holder, any Subsidiary Guarantee made pursuant to this Indenture, to the extent theretofore
discharged, will be reinstated in full force and effect.




          (h) Each Guarantor shall agree that it will 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 shall further agree that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand:




78









 









     (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 of this Indenture for the purposes of the Subsidiary Guarantee made pursuant to
this Indenture, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby; and




     (ii) in the event of any declaration of acceleration of such Obligations as provided in
Article 6 of this Indenture, such Obligations (whether or not due and payable) will
forthwith become due and payable by such Guarantor for the purpose of any Subsidiary
Guarantee made pursuant to this Indenture.



          (i) Each Guarantor will have the right to seek contribution from any other non-paying
Guarantor so long as the exercise of such right does not impair the rights of the Holders or the
Trustee under the Subsidiary Guarantee made pursuant to this Indenture.




Section 10.03 Limitation on Guarantor Liability.




          Each Guarantor, if any, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors shall irrevocably agree that the obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.




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




          (a) Except as set forth in Articles 4 and 5 of this Indenture, and notwithstanding Sections
10.04(b) and (c) of this Indenture, nothing contained in this Indenture or in the Notes will
prevent any consolidation or merger of any Guarantor with or into the Company or any other
Guarantor or will prevent any transfer, sale or conveyance of the property of any Guarantor as an
entirety or substantially as an entirety to the Company or any other Guarantor.




          (b) Except as set forth in Section 10.05 of this Indenture, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other than the Company or
another Guarantor, unless:





     (i) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




     (ii) either:



79









 






     (A) subject to Section 10.05 hereof, the Person acquiring the property in any
such sale or disposition or the Person formed by or surviving any such consolidation
or merger unconditionally assumes all the obligations of that Guarantor, pursuant to
a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth
herein or therein; and




     (B) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation, Section 4.10 hereof.



          (c) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Subsidiary Guarantee made pursuant to this Indenture
and the due and punctual performance of all of the covenants and conditions of this Indenture to be
performed by such Guarantor, such successor Person will succeed to and be substituted for such
Guarantor with the same effect as if it had been named herein as one of the Guarantors. Such
successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon the Notes issuable under this Indenture which theretofore have not been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects
have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution hereof.




Section 10.05 Releases of Subsidiary Guarantees.





     (a) (i) In the event of any sale or other disposition of all or substantially all of
the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Stock of any Guarantor, in each case to a Person
that is not (either before or after giving effect to such transactions) a Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person
acquiring the property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any obligations under
its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition
are applied in accordance with the applicable provisions of this Indenture, including
without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an
Officer’s Certificate and an Opinion of Counsel 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 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its obligations
under its Subsidiary Guarantee.




     (ii) In the event of the release or discharge of the Guarantee by such Restricted
Subsidiary of Indebtedness of the Company or such other Guarantor which resulted in the
obligation to guarantee the Notes, such Restricted Subsidiary or such other



80









 







Guarantor will be released and relieved of any obligations under its Subsidiary
Guarantee. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an
Opinion of Counsel to the effect that the Guarantee by such Restricted Subsidiary of
Indebtedness of the Company or such other Guarantor which resulted in the obligation to
guarantee the Notes was released or discharged, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its obligations
under its Subsidiary Guarantee.



          Any Guarantor not released from its obligations under its Subsidiary Guarantee will 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.




          (b) Upon the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of its obligations under this
Indenture. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion
of Counsel to the effect that such designation of such Guarantor as an Unrestricted Subsidiary was
made by the Company in accordance with the provisions of this Indenture, including without
limitation Section 4.07 hereof, the Trustee will execute any documents reasonably required in order
to evidence the release of such Guarantor from its obligations under its Subsidiary Guarantee. Any
Guarantor not released from its obligations under its Subsidiary Guarantee will 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.




          (c) Each Guarantor shall be released and relieved of its obligations under this Indenture in
accordance with, and subject to, Article 8 hereof.




ARTICLE 11.

SATISFACTION AND DISCHARGE




Section 11.01 Satisfaction and Discharge.




          This Indenture will be discharged and will cease to be of further effect as to all Notes
issued thereunder, when:





	 	(i)	 	either:






	 	(A)	 	all Notes that have been authenticated, except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has been deposited in trust and thereafter repaid to the Company, have
been delivered to the Trustee for cancellation; or
	 
	 	(B)	 	all Notes that have not been delivered to the Trustee for
cancellation have become due and payable or will become due and payable within
one year by reason of the mailing of a notice of redemption or otherwise and
the Company or any Guarantor has irrevocably deposited or caused to be
deposited with the Trustee as funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities or a




81









 






	 	 	 	combination of cash in U.S. dollars and non-callable Government Securities,
in amounts as will be sufficient without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on the Notes not
delivered to the Trustee for cancellation of principal, premium and
Additional Interest, if any, and accrued interest to the date of maturity or
redemption;






	 	(ii)	 	no Default or Event of Default has occurred and is continuing on the date of
the deposit or will occur as a result of the deposit and the deposit will not result in
a breach or violation of, or constitute a default under, any other instrument to which
the Company or any Guarantor is a party or by which the Company or any Guarantor is
bound;
	 
	 	(iii)	 	the Company or any Guarantor has paid or caused to be paid all sums payable by
it under this Indenture; and
	 
	 	(iv)	 	the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or
the redemption date, as the case may be.





          In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.




          Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to clause (B) of Section 11.01(i) hereof, the provisions of Section 11.02
and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to
discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction
and discharge of this Indenture.




Section 11.02 Application of Trust Money.




          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 will be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
will be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its




82









 







obligations, the Company will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee or Paying Agent.




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 § 318(c), the imposed duties will control.




Section 12.02 Notices.




          Any notice or communication by the Company or the Trustee to the other 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
other’s address:



If to the Company or any Guarantor:



UCI Holdco, Inc.

14601 Highway 41 North

Evansville, Indiana 47725

Attention: Bruce M. Zorich (Fax: 618-456-2260)



With a copy to:



Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: Marc Jaffe (Fax: 212-751-4864)



If to the Trustee:



Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, Connecticut 06457

Attention: Corporate Trust Administration (Fax: 860-704-6219)




          The Company 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) will 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.




83









 








          Any notice or communication to a Holder will 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 will also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will 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 will mail a copy to the Trustee
and each Agent at the same time.




Section 12.03 Communications By Holders of Notes with Other Holders of Notes.




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




Section 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company will furnish to the Trustee:



(a) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which
will include the statements set forth in Section 12.05 hereof) stating 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 will
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 § 314(a)(4)) will comply
with the provisions of TIA § 314(e) and will 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




84









 







(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, will have any liability for any obligations of the Company or
any Guarantor under the Notes, the Subsidiary Guarantees or this Indenture 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. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.




Section 12.08 Governing Law.




          THIS INDENTURE, THE NOTES AND ANY SUBSIDIARY GUARANTEES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




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.




Section 12.10 Successors.




          All agreements of the Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors.




Section 12.11 Severability.




          In case any provision in this Indenture or in the Notes will be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will 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 will be an
original, but all of them together represent the same agreement.




85









 








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 will in no way modify or restrict any of the terms or provisions hereof.




[Signatures on following pages]





86









 








SIGNATURES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated as of December 20, 2006	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	UCI HOLDCO, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Keith Zar
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Vice President and General Counsel
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, 

     NATIONAL ASSOCIATION, as Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Frank McDonald	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 	 	 






S-1









 





EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Note Legend]




          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 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) 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.




[Private Placement Legend]




          THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY 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 ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH
IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) 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 WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) 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 (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) 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




A-1









 







QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) 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 (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM. 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.




[Temporary Regulation S Global Note Legend]




          EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY
OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE
PERIOD” (WITHIN THE MEANING OF RULE 903(B)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN
ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL
INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY
ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR CLEARSTREAM BANKING, S.A. AND ONLY (1) TO
THE COMPANY, (2) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH (4) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS
TEMPORARY REGULATIONS S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.




A-2









 








          BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR
INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER
OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (C) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.




          BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF
SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF
AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR
BANK S.A./N.A. OR CLEARSTREAM BANKING, S.A.




[Definitive Securities Legend]




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




A-3









 








CUSIP NO. __________

ISIN __________




	 	 	 	 	 
	No.                     

	 	 	 	$                     






Floating Rate Senior PIK Notes Due 2013




          UCI Holdco, Inc., a Delaware corporation, promises to pay to [                    ], or registered
assigns, the principal sum of                      Dollars on [                     ___], 2013.




	 	 	 
	Interest Payment Dates:

	 	March 15
	 

	 	June 15
	 

	 	September 15 and
	 

	 	December 15
	 
	 	 
	Record Dates:

	 	March 1
	 

	 	June 1
	 

	 	September 1 and
	 

	 	December 1






          Additional provisions of this Note are set forth on the other side of this Security.



Dated: December 20, 2006




	 	 	 	 	 
	 	 	UCI HOLDCO, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






TRUSTEE’S CERTIFICATE OF

     AUTHENTICATION




WELLS FARGO BANK,

     NATIONAL ASSOCIATION


     as Trustee, certifies that this

          is one of the Notes referred

          to in the Indenture.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






A-4









 






[FORM OF REVERSE SIDE OF NOTE]




Floating Rate Senior PIK Note due 2013




          Capitalized terms used herein will have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




     1. Interest. UCI Holdco, Inc., a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at a rate equal to the Applicable
LIBOR Rate plus the Applicable Spread from December 20, 2006 until maturity and will pay the
Additional Interest payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Applicable Spread will initially be 700 basis points initially, increasing by 50 basis
points commencing on (and including) December 15, 2007 and further increasing by 50 basis points
commencing on (and including) December 15, 2008. The Company will pay interest and Additional
Interest, if any, quarterly in arrears on March 15, June 15, September 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”), with the same force and effect as if made on the date for such payment.
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from December 20, 2006; provided that if there is no existing Default in
the payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest will accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date will be
March 15, 2007. The Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.



     2. Method Of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of
Notes at the close of business on the March 1, June 1, September 1 or December 1 next (whether or
not a Business Day) preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium
and Additional Interest, if any, and interest at the office or agency of the Company maintained for
such purpose. Payment of interest and Additional Interest, if any, shall be made (i) if such due
date is on or prior to December 15, 2011, in the form of Additional Notes in accordance with
Section 2.14(b) of the Indenture, or, (ii) if such due date is after December 15, 2011, by check
mailed to the Holders at their respective addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which have provided wire transfer instructions to the Company or
the Paying Agent prior to the applicable Record Date. Such payment will be in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts.




A-5









 







     3. Paying Agent And Registrar. Initially, Wells Fargo Bank, National
Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of
December 20, 2006 (“Indenture”) among the Company, the Guarantors named therein and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture will govern and be controlling.



     5. Optional Redemption.



          (a) Except as set forth in clause (b) of this paragraph 5, the Notes will not be redeemable
at the Company’s option prior to December 15, 2007. Thereafter, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and
Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the
twelve-month period beginning on December 15 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2007
	 	 	100.000	%
	2008
	 	 	103.000	%
	2009
	 	 	102.000	%
	2010
	 	 	101.000	%
	2011 and thereafter
	 	 	100.000	%






          (b) Notwithstanding the foregoing, at any time prior to December 15, 2007, the Company may on
any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued
under the Indenture at a redemption price equal to 100% of the aggregate principal amount thereof,
plus a premium equal to the rate per annum on the Notes applicable on the date on which notice of
redemption is given, plus accrued and unpaid interest and Additional Interest thereon, if any, to
the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or
from the cash contribution of equity capital (other than Disqualified Stock) to the Company;
provided that: (i) at least 65% of the aggregate
principal amount of Notes (including Additional Notes, if any) issued under the Indenture
remains outstanding immediately after the occurrence of each such redemption (excluding Notes held
by the Company and its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of
the closing of such Equity Offering or cash contribution.




     6. Mandatory Redemption.



A-6









 





          (a) At the end of the first accrual period ending after the fifth anniversary of the Notes’
issuance (the “AHYDO redemption date”), the Company will redeem for cash a portion of each Note
equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal
Redemption”). The redemption price for the portion of each Note redeemed pursuant to a Mandatory
Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest
thereon on the date of redemption. The “Mandatory Principal Redemption Amount” will equal the
portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable
high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue
Code of 1986, as amended (the “Code”), provided in no event will such amount be less than the
excess, if any of, (a) the aggregate amount of accrued and unpaid interest (including original
issue discount) on the Note over (b) an amount equal to the product of the issue price of such Note
(as defined in Sections 1273(b) and 1274(a) of the Code) and the yield to maturity of such Note, as
such term is defined in applicable regulations of the U.S. Department of the Treasury (such amount
described in clause (b), “12 months interest”). No partial redemption or repurchase of the Notes
prior to the AHYDO redemption date pursuant to any other provision of the Indenture will alter the
Company’s obligation to make the Mandatory Principal Redemption with respect to any Notes that
remain outstanding on the AHYDO redemption date.




          At the end of each subsequent accrual period ending after the AHYDO redemption date (each such
period, a “Subsequent Period” and the date at the end of each Subsequent Period, the “Periodic
Redemption Date”), the Company will (i) pay all interest accrued during such Subsequent Period at a
rate equal to the Applicable LIBOR Rate plus the Applicable Spread in cash (the “Cash Interest
Amount”), and (ii) redeem for cash a portion of each Note equal to the “Periodic Redemption Amount”
(such redemption, a “Periodic Redemption,” and the aggregate of the payments required to be paid on
each Periodic Redemption Date pursuant to clauses (i) and (ii), the “Total Periodic Payment”). The
redemption price for the portion of each Note redeemed pursuant to a Periodic Redemption will be
100% of the principal amount of such portion plus any accrued interest thereon on the date of
redemption. The “Periodic Redemption Amount” for any Subsequent Period will equal the excess of
the aggregate amount of original issue discount (as defined in Section 1273(a) of the Code) accrued
on the Note during such Subsequent Period over the Cash Interest Amount for such Subsequent Period.
No partial redemption or repurchase of the Notes prior to any Subsequent Period pursuant to any
other provision of the indenture will alter the Company’s obligation to make the Periodic
Redemption payments with respect to any Notes that remain outstanding on such Periodic Redemption
Date. Notwithstanding anything to the contrary herein, in all events, the Total Periodic Payment
paid on each Periodic Redemption Date shall at least equal the aggregate amount of accrued and
unpaid interest (including original issue discount) on such Note in excess of an amount equal to 12
months interest on such Note.




          (b) Other than as provided above, the Company is not required to make any mandatory redemption
or sinking fund payments with respect to the Notes.




     7. Repurchase At Option Of Holder.



          (a) Upon the occurrence of a Change of Control, 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






A-7









 







multiple of
$1,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest (including Additional Notes issued by the Company
pursuant to Section 2.14(b) hereof) and Additional Interest, if any, on the Notes repurchased, to
the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the
transaction or transactions that constitute the Change of Control and offering to repurchase Notes
on the date specified in such notice, which date will be no earlier than 30 days and no later than
60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture
and described in such notice.




          (b) If the Company or a Restricted Subsidiary consummates an Asset Sale, within five Business
Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale
Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an
offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of purchase. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and the agent for such other pari passu Indebtedness
will select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.




     8. Notice Of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Notes or portions thereof
called for redemption.



     9. Denominations, Transfer, Exchange
.  The Notes are in registered form without coupons in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof, provided, however, that Additional Notes
issued pursuant to Section 2.14(b) of the Indenture shall be issued in denominations of $1.00 and
integral multiples of $1. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Company may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange
or register the transfer of any Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the
transfer of any Notes for



A-8









 




a period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.




     10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.



     11. Amendment, Supplement And Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the then outstanding Notes, and any
existing default or compliance with any provision of the Indenture, the Notes or the Subsidiary
Guarantees may be waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Holder of a Note, the Indenture, the Notes or
the Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of
the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s
assets, 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 under the Indenture of any such
Holder, to comply with the rules of any applicable securities depository, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, to comply with Section 5.01 of the Indenture, to add Guarantees with respect
to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for
the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company
or any Guarantor or to evidence and provide for the acceptance and appointment under the Indenture
of a successor Trustee pursuant to the procedures set forth in the Indenture.



     12. Defaults and Remedies. An “Event of Default” occurs if: (i) default for
30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes;
(ii) default in the payment when due of the principal of, or premium, if any, on the Notes; (iii)
failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.10, 4.15 or
5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30
days after notice to comply with Sections 4.07 and 4.09 of the Indenture; (v) failure by the
Company or any of its
Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in
the Indenture or the Notes; (vi) 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 the Indenture, which default is caused by a
failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”) or results in the acceleration of such Indebtedness prior to its Stated Maturity
and, 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 $25.0 million or more; (vii) failure by the Company or
any of its Subsidiaries to pay final judgments aggregating in excess of $25.0 million, which
judgments are not paid, discharged or stayed for a period of 60



A-9









 




days; (viii) except as permitted by
the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary
Guarantee; or (ix) certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary.




     If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all outstanding Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Company or any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable without further action or
notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a
Default or Event of Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest, except with respect to a Default or Event of Default
relating to the payment of principal of, or interest or premium of Additional Interest, if any, on,
the Notes.



     In the case of any Event of Default occurring 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 the optional redemption provisions of the Indenture, an equivalent premium will also
become and be immediately due and payable to the extent permitted by law upon the acceleration of
the Notes. If an Event of Default occurs prior to December 15, 2007 by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding
the prohibition on redemption of the Notes prior to December 15, 2007, then the premium specified
in the Indenture will also become immediately due and payable to the extent permitted by law upon
the acceleration of the Notes.



          The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default
or Event of Default and its consequences under the Indenture, except a continuing Default or Event
of Default in the payment of principal of, or interest or premium or Additional Interest, if any,
on, the Notes; provided, however, that the Holders of a majority in aggregate principal amount of
the then outstanding Notes may rescind an acceleration and its consequences, if the rescission
would not conflict with any judgment or decree or if all existing Events of Default have been cured
or waived.




     13. Trustee Dealings With Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



A-10









 





     14. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder, of the Company or any Guarantor, as such, will not have any liability for any
obligations of the Company or any Guarantor under the Notes, the Indenture or the Subsidiary
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.



     15. Authentication.  This Note will not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.



     16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties),
JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian),
and U/G/M/A (Uniform Gifts to Minors Act).



     17. Additional Rights Of Holders Of Transfer Restricted Securities. In
addition to the rights provided to Holders of Notes under the Indenture, Holders of Transferred
Restricted Securities will have all the rights set forth in the Registration Rights Agreement dated
as of December 20, 2006, between the Company and the parties named on the signature pages thereof,
or, with respect to any Additional Notes, Holders of Transfer Restricted Securities will have all
the rights set forth in one or more registration rights agreements between the Company and the
other parties thereto, relating to rights given by the Company to the purchasers of Additional
Notes (collectively, the “Registration Rights Agreement”).



     18. CUSIP Numbers
.  Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     19. Governing Law. This Note will be governed by, and construed in
accordance with, the laws of the State of New York.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:


UCI Holdco, Inc.

14601 Highway 41 North

Evansville, Indiana 47725

Attention: Bruce M. Zorich (Fax: 618-456-2260)




A-11









 








ASSIGNMENT FORM




To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




 




(Insert assignee’s social security or tax identification number)




 





 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.
	 
	 	 
	 





	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 	(Sign exactly as your name appears on the face of this Note)






     In connection with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the Securities Act of 1933,
as amended (the “Securities Act”), after the later of the date of original issuance of such Notes
and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Notes are being transferred in accordance with its
terms:



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	CHECK ONE BOX BELOW
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	 o
	 	 to the Company; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	 o
	 	 pursuant to an effective registration statement under the Securities Act; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	 o
	 	 inside the United States to 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 such transfer is being
made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A
under the Securities Act; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	 o
	 	 outside the United States in an offshore transaction within the meaning of Regulation
S under the Securities Act in compliance with Rule 904 under the Securities Act; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	 o
	 	 pursuant to the exemption from registration provided by Rule 144 under the Securities
Act.






A-12









 






     If such transfer is being made pursuant to an offshore transaction in accordance with Rule 904
under the Securities Act, the undersigned further certifies that:



          (i) the offer of the Notes was not made to a person in the United States;




          (ii) either (a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the transferee was
outside the United States, or (b) the transaction was executed in, on or through the facilities of
a designated off-shore securities market and neither we nor any person acting on our behalf knows
that the transaction has been pre-arranged with a buyer in the United States;




          (iii) no directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903 or Rule 904 of Regulation S, as applicable;




          (iv) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act;




          (v) we have advised the transferee of the transfer restrictions applicable to the Notes; and




          (vi) if the circumstances set forth in Rule 904(b) under the Securities Act are applicable, we
have complied with the additional conditions therein, including (if applicable) sending a
confirmation or other notice stating that the Notes may be offered and sold during the distribution
compliance period specified in Rule 903 of Regulation S, pursuant to registration of the Notes
under the Securities Act or pursuant to an available exemption from the registration requirements
under the Securities Act.




     Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4) or (5) is checked, the Trustee will be entitled
to require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, such as the exemption provided by Rule 144 under
the Securities Act.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Signature
	 
	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature must be guaranteed

	 	 	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee



A-13









 




program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



 





TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOTICE:
	 	To be executed by
	 

	 	 	 	 	 	 	 	an executive officer






A-14









 






Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the Indenture, check the box below:



     o Section 4.10           o Section 4.15



     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:
$                    



	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	          (Sign exactly as your name appears on the Note)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tax Identification No.:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature Guarantee:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Signature must be guaranteed	 	 	 	 	 	 	 	 





Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




A-15









 








Schedule of Exchanges of Interests in the Global Note




     The following exchanges or increases in accordance with Section 2.14(b) of the Indenture, of a
part of this Global Note for an interest in another Global Note or for a Definitive Note, or
exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note,
have been made:



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Principal Amount of	 	 
	Interest Payment
	 	 	 	 	 	this Global Note
	 	Signature of
	Date for Additional
	 	Amount of Decrease
	 	Amount of Increase
	 	following such
	 	Authorized Officer
	Notes or Date of
	 	in Principal Amount
	 	in Principal Amount
	 	Decrease
	 	of Trustee or Note
	Exchange
	 	of this Global Note
	 	of this Global Note
	 	(or Increase)
	 	Custodian
	 
	 	 
	 	 
	 	 
	 	 





A-16









 






EXHIBIT B


FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED

BY SUBSIDIARY GUARANTOR




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                     , among
                                         (the “Subsidiary Guarantors”), each a direct or indirect subsidiary of United
Components, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company
and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the
“Trustee”).




WITNESSETH




          WHEREAS, the Company and certain of its Subsidiaries have heretofore executed and delivered to
the Trustee an indenture (the “Indenture”), dated as of December 20, 2006 providing for the
issuance of an unlimited amount of Floating Rate Senior PIK Notes due 2013 (the “Notes”);




          WHEREAS, the Indenture provides that under certain circumstances the Subsidiary Guarantors
will execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary
Guarantors will unconditionally guarantee all of the Company’s Obligations (as defined in the
Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (the
“Subsidiary Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:




     1. Capitalized Terms. Capitalized terms used herein without definition will have the
meanings assigned to them in the Indenture.



     2. Agreement To Guarantee. Each Subsidiary Guarantor hereby agrees as follows:




	 	(a)	 	Such Subsidiary Guarantor, jointly and severally with all other
current and future guarantors of the Notes (collectively, the “Guarantors” and
each, a “Guarantor”), unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, regardless of the validity and enforceability of the
Indenture, the Notes or the Obligations of the Company under the Indenture or
the Notes, that:






	 	(i)	 	the principal of, premium, interest and
Additional Interest, if any, on the Notes will be promptly paid in full
when due, whether at




B-1









 






	 	 	 	maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium, interest and Additional Interest,
if any, on the Notes, to the extent lawful, and all other Obligations
of the Company to the Holders or the Trustee thereunder or under the
Indenture will be promptly paid in full, all in accordance with the
terms thereof; and
	 
	 	(ii)	 	in case of any extension of time for payment or
renewal of any Notes or any of such other Obligations, that the same
will be promptly paid in full when due in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration
or otherwise.






	 	(b)	 	Notwithstanding the foregoing, in the event that this
Subsidiary Guarantee would constitute or result in a violation of any
applicable fraudulent conveyance or similar law of any relevant jurisdiction,
the liability of such Subsidiary Guarantor under this Supplemental Indenture
and its Subsidiary Guarantee shall be reduced to the maximum amount permissible
under such fraudulent conveyance or similar law.






	 	3.	 	Execution And Delivery Of Subsidiary Guarantees.






	 	(a)	 	To evidence its Subsidiary Guarantee set forth in this
Supplemental Indenture, such Subsidiary Guarantor hereby agrees that a notation
of such Subsidiary Guarantee substantially in the form of Exhibit C to
the Indenture will be endorsed by an officer of such Subsidiary Guarantor on
each Note authenticated and delivered by the Trustee after the date hereof.
	 
	 	(b)	 	Notwithstanding the foregoing, such Subsidiary Guarantor hereby
agrees that its Subsidiary Guarantee set forth herein will remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.
	 
	 	(c)	 	If an Officer whose signature is on this Supplemental Indenture
or on the Subsidiary Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee will be valid nevertheless.
	 
	 	(d)	 	The delivery of any Note by the Trustee, after the
authentication thereof under the Indenture, will constitute due delivery of the
Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of each
Subsidiary Guarantor.
	 
	 	(e)	 	Each Subsidiary Guarantor hereby agrees that its Obligations
hereunder will be unconditional, regardless of the validity, regularity or
enforceability of the Notes or the 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 hereof or thereof, the recovery of any judgment




B-2









 






	 	 	 	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.
	 
	 	(f)	 	Each Subsidiary 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 covenants that its
Subsidiary Guarantee made pursuant to this Supplemental Indenture will not be
discharged except by complete performance of the Obligations contained in the
Notes and the Indenture.
	 
	 	(g)	 	If any Holder or the Trustee is required by any court or
otherwise to return to the Company or any Subsidiary Guarantor, or any
custodian, Trustee, liquidator or other similar official acting in relation to
either the Company or such Subsidiary Guarantor, any amount paid by either to
the Trustee or such Holder, the Subsidiary Guarantee made pursuant to this
Supplemental Indenture, to the extent theretofore discharged, will be
reinstated in full force and effect.
	 
	 	(h)	 	Each Subsidiary 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 Subsidiary Guarantor further agrees that, as between
such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on
the other hand:






	 	(i)	 	the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture for
the purposes of the Subsidiary Guarantee made pursuant to this
Supplemental Indenture, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby; and
	 
	 	(ii)	 	in the event of any declaration of acceleration
of such Obligations as provided in Article 6 of the Indenture, such
Obligations (whether or not due and payable) will forthwith become due
and payable by such Subsidiary Guarantor for the purpose of the
Subsidiary Guarantee made pursuant to this Supplemental Indenture.






	 	(i)	 	Each Subsidiary Guarantor will have the right to seek
contribution from any other non-paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders or the Trustee
under the Subsidiary Guarantee made pursuant to this Supplemental Indenture.




B-3









 












	 	4.	 	Subsidiary Guarantor May Consolidate, etc. on Certain Terms.






	 	(a)	 	Except as set forth in Articles 4 and 5 of the Indenture,
nothing contained in the Indenture, this Supplemental Indenture or in the Notes
will prevent any consolidation or merger of any Subsidiary Guarantor with or
into the Company or any other Guarantor or will prevent any transfer, sale or
conveyance of the property of any Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company or any other Guarantor.
	 
	 	(b)	 	Except as set forth in Section 10.04 of the Indenture, no
Subsidiary Guarantor may sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not
such Subsidiary Guarantor is the surviving Person), another Person, other than
the Company or another Guarantor, unless: (i) immediately after giving effect
to such transaction, no Default or Event of Default exists and (ii) either (A)
subject to Section 10.04 of the Indenture, the Person acquiring the property in
any such sale or disposition or the Person formed by or surviving any such
consolidation or merger unconditionally assumes all the obligations of that
Subsidiary Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Indenture and the
Subsidiary Guarantee on the terms set forth in the Indenture or such Subsidiary
Guarantee, as the case may be, and (B) the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of the
Indenture, including without limitation, Section 4.10 thereof.
	 
	 	(c)	 	In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantee made pursuant to this Supplemental Indenture and
the due and punctual performance of all of the covenants and conditions of the
Indenture and this Supplemental Indenture to be performed by such Subsidiary
Guarantor, such successor Person will succeed to and be substituted for such
Subsidiary Guarantor with the same effect as if it had been named herein as the
Subsidiary Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon the Notes issuable
under the Indenture which theretofore have not been signed by the Company and
delivered to the Trustee. All the Subsidiary Guarantees so issued will in all
respects have the same legal rank and benefit under the Indenture and this
Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter
issued in accordance with the terms of the Indenture and this Supplemental
Indenture as though all of such Subsidiary Guarantees had been issued at the
date of the execution hereof.




B-4









 












	 	5.	 	Releases.






	 	(a)	 	In the event of any sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not
(either before or after giving effect to such transactions) a Subsidiary of the
Company, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the
Capital Stock of such Subsidiary Guarantor) or the Person acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor) will be released and relieved
of any obligations under its Subsidiary Guarantee; provided that the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation Section
4.10 thereof. Upon delivery by the Company to the Trustee of an Officer’s
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 thereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
Any Subsidiary Guarantor not released from its obligations under its Subsidiary
Guarantee will remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 10 thereof.
	 
	 	(b)	 	Upon the designation of a Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the terms of the Indenture, such
Subsidiary Guarantor will be released and relieved of its Obligations under its
Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the
Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to
the effect that such designation of such Subsidiary Guarantor as an
Unrestricted Subsidiary was made by the Company in accordance with the
provisions of the Indenture, including without limitation Section 4.07 of the
Indenture, the Trustee will execute any documents reasonably required in order
to evidence the release of such Subsidiary Guarantor from its Obligations under
its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its
Obligations under its Subsidiary Guarantee will remain liable for the full
amount of principal of and interest on the Notes and for the other Obligations
of any Guarantor under the Indenture as provided in Article 10 thereof.
	 
	 	(c)	 	Each Subsidiary Guarantor will be released and relieved of its
obligations under this Supplemental Indenture in accordance with, and subject
to, Article 8 of the Indenture.




B-5









 











     6. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of any Subsidiary Guarantor, as such, will have any
liability for any Obligations of the Company or any Subsidiary Guarantor under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such Obligations or their creation. Each Holder of the 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. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



     7. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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



     9. Effect Of Headings. The Section headings herein are for convenience only and will
not affect the construction hereof.



     10. The Trustee. The Trustee will not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors
and the Company.



B-6









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


Dated:                     , ___




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	UCI HOLDCO, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 

	 	 	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	Subsidiary Guarantors:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[EXISTING GUARANTORS]

[ADDITIONAL GUARANTORS]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:

	 	                    , ___	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WELLS FARGO BANK,

     NATIONAL ASSOCIATION, as Trustee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






B-7









 






EXHIBIT C




FORM OF NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO

SUBSIDIARY GUARANTEE




          Pursuant to the Indenture (the “Indenture”) dated as of December 20, 2006 among United
Components, Inc., the Guarantors party thereto (each a “Guarantor” and collectively the
“Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), each
Guarantor (i) has jointly and severally unconditionally guaranteed (a) the due and punctual payment
of the principal of, and premium, interest and Additional Interest on the Notes, whether at
maturity or on an interest payment date, by acceleration, call for redemption or otherwise, (b) the
due and punctual payment of interest on the overdue principal and premium of and interest and
Additional Interest on the Notes and (c) 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 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 enforcing any rights under the Subsidiary
Guarantee (as defined in the Supplemental Indenture).




          Notwithstanding the foregoing, in the event that the Subsidiary Guarantee of any Guarantor
would constitute or result in a violation of any applicable fraudulent conveyance or similar law of
any relevant jurisdiction, the liability of such Guarantor under its Subsidiary Guarantee will be
reduced to the maximum amount permissible under such fraudulent conveyance or similar law.




          The Subsidiary Guarantee will be binding upon each Guarantor and its successors and assigns
and will 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 will automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof.




          The Subsidiary Guarantee will not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which the Subsidiary Guarantee is noted has been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers. Capitalized
terms used herein have the meaning assigned to them in the Indenture.




Dated:                     , ______




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







C-1