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Exhibit 4.1    
    



          

  

  

  







 

SANMINA-SCI CORPORATION,

as Issuer 


THE
GUARANTORS PARTY HERETO,

as Guarantors 


and 


U.S.
BANK NATIONAL ASSOCIATION,

as Trustee 




Indenture


Dated
as of                   , 


$                        


%
Senior Subordinated Notes due 





  

   

   

   

   

   







 






SANMINA-SCI CORPORATION 


Reconciliation
and tie between Trust Indenture Act

of 1939 and Indenture, dated as of                        , 



	Trust Indenture Act Section
 
	 	Indenture Section

	§ 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	Not Applicable
	(b)	 	608
	(c)	 	Not Applicable
	§ 311(a)	 	613
	(b)	 	613
	(c)	 	Not Applicable
	§ 312(a)	 	701, 702
	(b)	 	702
	(c)	 	702
	§ 313(a)	 	703
	(b)(1)	 	703, 1103
	(b)(2)	 	703
	(c)	 	703
	(d)	 	703
	§ 314(a)	 	704, 1020
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(e)	 	102
	(f)	 	Not Applicable
	§ 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(d)(1)	 	601
	(e)	 	514
	§ 316(a) (last sentence)	 	501
	(a)(l)(A)	 	104, 501, 503, 512
	(a)(l)(B)	 	501, 513
	(a)(2)	 	Not Applicable
	(b)	 	508
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§ 318(a)	 	107






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








  



 
 

TABLE OF CONTENTS    
    



	 
	 
	 	Page

	ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	
 SECTION 101.	

Definitions	
 	

1
	 	SECTION 102.	Compliance Certificates and Opinions	 	32
	 	SECTION 103.	Form of Documents Delivered to Trustee	 	33
	 	SECTION 104.	Acts of Holders; Record Date	 	33
	 	SECTION 105.	Notices, Etc., to Trustee and Company	 	35
	 	SECTION 106.	Notice to Holders; Waiver	 	35
	 	SECTION 107.	Conflict with Trust Indenture Act	 	35
	 	SECTION 108.	Effect of Headings and Table of Contents	 	35
	 	SECTION 109.	Successors and Assigns	 	36
	 	SECTION 110.	Separability Clause	 	36
	 	SECTION 111.	Benefits of Indenture	 	36
	 	SECTION 112.	Governing Law	 	36
	 	SECTION 113.	Legal Holidays	 	36
	 	SECTION 114.	Indenture and Securities Solely Corporate Obligations	 	36
	 	SECTION 115.	Counterparts	 	36
	

ARTICLE TWO	

NOTE FORMS	
 	

37
	 	
 SECTION 201.	

Forms Generally	
 	

37
	 	SECTION 202.	Restrictive Legends	 	37
	

ARTICLE THREE	

THE NOTES	
 	

38
	 	
 SECTION 301.	

Title and Terms	
 	

38
	 	SECTION 302.	Denominations	 	38
	 	SECTION 303.	Execution, Authentication, Delivery and Dating	 	38
	 	SECTION 304.	Temporary Notes	 	39
	 	SECTION 305.	Registration and Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges, Provisions Applying to Global Notes	 	40
	 	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Notes	 	42
	 	SECTION 307.	Payment of Interest; Interest Rights Preserved	 	43
	 	SECTION 308.	Persons Deemed Owners	 	43
	 	SECTION 309.	Cancellation	 	44
	 	SECTION 310.	Computation of Interest	 	44
	 	SECTION 311.	CUSIP Numbers	 	44
	 	SECTION 312.	Issuance of Additional Notes	 	44
	 	SECTION 313.	Designation of Notes as Senior Debt	 	45
	

ARTICLE FOUR	

SATISFACTION AND DISCHARGE	
 	

45
	 	
 SECTION 401.	

Satisfaction and Discharge of Indenture	
 	

45
	 	SECTION 402.	Application of Trust Money	 	46
	

ARTICLE FIVE	

REMEDIES	
 	

46
	 	
 SECTION 501.	

Events of Default	
 	

46
	 	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	 	48
	 	SECTION 503.	Collection of Debt and Suits for Enforcement by Trustee	 	49
	 	 	 	 





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	 	SECTION 504.	Trustee May File Proofs of Claim	 	49
	 	SECTION 505.	Trustee May Enforce Claims Without Possession of Notes	 	49
	 	SECTION 506.	Application of Money Collected	 	50
	 	SECTION 507.	Limitation on Suits and Remedies	 	50
	 	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	50
	 	SECTION 509.	Restoration of Rights and Remedies	 	50
	 	SECTION 510.	Rights and Remedies Cumulative	 	51
	 	SECTION 511.	Delay or Omission Not Waiver	 	51
	 	SECTION 512.	Control by Holders	 	51
	 	SECTION 513.	Waiver of Past Defaults	 	51
	 	SECTION 514.	Undertaking for Costs	 	52
	 	SECTION 515.	Waiver of Stay or Extension Laws	 	52
	

ARTICLE SIX	

THE TRUSTEE	
 	

52
	 	
 SECTION 601.	

Certain Duties and Responsibilities	
 	

52
	 	SECTION 602.	Notice of Defaults	 	52
	 	SECTION 603.	Certain Rights of Trustee	 	52
	 	SECTION 604.	Not Responsible for Recitals or Issuance of Notes	 	54
	 	SECTION 605.	May Hold Notes	 	54
	 	SECTION 606.	Money Held in Trust	 	54
	 	SECTION 607.	Compensation and Reimbursement	 	54
	 	SECTION 608.	Disqualification: Conflicting Interests	 	55
	 	SECTION 609.	Corporate Trustee Required; Eligibility	 	55
	 	SECTION 610.	Resignation and Removal; Appointment of Successor	 	55
	 	SECTION 611.	Acceptance of Appointment by Successor	 	56
	 	SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	 	56
	 	SECTION 613.	Preferential Collection of Claims Against Company	 	56
	 	SECTION 614.	Appointment of Authenticating Agent	 	56
	

ARTICLE SEVEN	

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	
 	

58
	 	
 SECTION 701.	

Company to Furnish Trustee Names and Addresses of Holders	
 	

58
	 	SECTION 702.	Preservation of Information; Communications to Holders	 	58
	 	SECTION 703.	Reports by Trustee	 	58
	 	SECTION 704.	Reports by Company	 	59
	

ARTICLE EIGHT	

MERGERS, CONSOLIDATION AND SALE OF PROPERTY	
 	

59
	 	
 SECTION 801.	

The Company May Consolidate, etc. only on Certain Terms	
 	

59
	 	SECTION 802.	The Notes Guarantors May Consolidate, etc. only on Certain Terms	 	60
	

ARTICLE NINE	

SUPPLEMENTAL INDENTURES	
 	

60
	 	
 SECTION 901.	

Supplemental Indentures Without Consent of Holders	
 	

60
	 	SECTION 902.	Supplemental Indentures with Consent of Holders	 	61
	 	SECTION 903.	Execution of Supplemental Indentures	 	62
	 	SECTION 904.	Effect of Supplemental Indentures	 	62
	 	SECTION 905.	Conformity with Trust Indenture Act	 	62
	 	SECTION 906.	Reference in Notes to Supplemental Indentures	 	62
	 	SECTION 907.	Notice of Supplemental Indenture	 	62
	 	SECTION 908.	Form of Consent	 	63
	 	 	 	 



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ARTICLE TEN	

COVENANTS	
 	

63
	 	
 SECTION 1001.	

Payment of Principal, Premium and Interest	
 	

63
	 	SECTION 1002.	Maintenance of Office or Agency	 	63
	 	SECTION 1003.	Money for Note Payments to be Held in Trust	 	63
	 	SECTION 1004.	Corporate Existence	 	64
	 	SECTION 1005.	Maintenance of Properties	 	64
	 	SECTION 1006.	Payment of Taxes and Other Claims	 	64
	 	SECTION 1007.	Maintenance of Insurance	 	65
	 	SECTION 1008.	Limitation on Debt	 	65
	 	SECTION 1009.	Limitation on Restricted Payments	 	65
	 	SECTION 1010.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	68
	 	SECTION 1011.	Limitation on Liens	 	70
	 	SECTION 1012.	[Intentionally Omitted]	 	70
	 	SECTION 1013.	Limitation on Asset Sales	 	70
	 	SECTION 1014.	Limitation on Transactions with Affiliates	 	72
	 	SECTION 1015.	Repurchase at the Option of Holders upon a Change of Control	 	73
	 	SECTION 1016.	Designation of Restricted and Unrestricted Subsidiaries	 	74
	 	SECTION 1017.	Payments for Consent	 	74
	 	SECTION 1018.	Limitation on Layered Debt	 	74
	 	SECTION 1019.	Available Information	 	74
	 	SECTION 1020.	Statement by Officers as to Default; Compliance Certificates	 	75
	 	SECTION 1021.	Waiver of Certain Covenants	 	75
	 	SECTION 1022.	Covenants After Fall-Away Event	 	75
	

ARTICLE ELEVEN	

REDEMPTION OF NOTES	
 	

76
	 	
 SECTION 1101.	

Right of Redemption	
 	

76
	 	SECTION 1102.	Applicability of Article	 	76
	 	SECTION 1103.	Election to Redeem; Notice to Trustee	 	76
	 	SECTION 1104.	Selection by Trustee of Notes to be Redeemed	 	77
	 	SECTION 1105.	Notice of Redemption	 	77
	 	SECTION 1106.	Deposit of Redemption Price	 	78
	 	SECTION 1107.	Notes Payable on Redemption Date	 	78
	 	SECTION 1108.	Notes Redeemed in Part	 	78
	

ARTICLE TWELVE	

GUARANTEES	
 	

78
	 	
 SECTION 1201.	

Notes Guarantee	
 	

78
	 	SECTION 1202.	Execution and Delivery of the Notes Guarantees	 	80
	 	SECTION 1203.	Limitation on Notes Guarantors' Liability	 	80
	 	SECTION 1204.	Rights under the Notes Guarantees	 	80
	 	SECTION 1205.	Primary Obligations	 	81
	 	SECTION 1206.	Notes Guarantee by Future Domestic Subsidiaries	 	81
	 	SECTION 1207.	Release of Notes Guarantors	 	82
	

ARTICLE THIRTEEN	

DEFEASANCE AND COVENANT DEFEASANCE	
 	

82
	 	
 SECTION 1301.	

Company's Option to Effect Defeasance or Covenant Defeasance	
 	

82
	 	SECTION 1302.	Defeasance and Discharge	 	82
	 	 	 	 





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	 	SECTION 1303.	Covenant Defeasance	 	83
	 	SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	 	83
	 	SECTION 1305.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	 	84
	 	SECTION 1306.	Reinstatement	 	85
	

ARTICLE FOURTEEN	

SUBORDINATION	
 	

85
	 	
 SECTION 1401.	

Agreement to Subordinate	
 	

85
	 	SECTION 1402.	Liquidation, Dissolution, Bankruptcy	 	85
	 	SECTION 1403.	Default on Senior Debt	 	86
	 	SECTION 1404.	Acceleration of Payment of Securities	 	86
	 	SECTION 1405.	When Distribution Must Be Paid Over	 	87
	 	SECTION 1406.	Subrogation	 	87
	 	SECTION 1407.	Relative Rights	 	87
	 	SECTION 1408.	Subordination May Not Be Impaired by Company	 	87
	 	SECTION 1409.	Rights of Trustee and Paying Agent	 	87
	 	SECTION 1410.	Distribution or Notice to Representative	 	88
	 	SECTION 1411.	Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate	 	88
	 	SECTION 1412.	Trust Moneys Not Subordinated	 	88
	 	SECTION 1413.	Trustee Entitled to Rely	 	88
	 	SECTION 1414.	Trustee to Effectuate Subordination	 	88
	 	SECTION 1415.	Trustee Not Fiduciary for Holders of Senior Debt	 	88
	 	SECTION 1416.	Reliance by Holders of Senior Debt on Subordination Provisions	 	89
	 	SECTION 1417.	Subordination of Notes Guarantor	 	89
	

Exhibit A	

Form of Note	
 	

A-1
	Exhibit B	Guarantee	 	B-1




iv









  





        INDENTURE, dated as of                     ,        ,
among Sanmina-SCI Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as
issuer (herein called the "Company"), having its principal executive offices at 2700 North First Street, San Jose, California 95134, the Notes
Guarantors (as defined herein) and U.S. Bank National Association, as trustee (herein called the "Trustee"). 


 
 

RECITALS OF THE COMPANY    
    


        The Company has duly authorized the creation of an issue of its    % Senior Subordinated Notes
due            , of substantially the tenor and
amount hereinafter set forth herein, and to provide therefor the Company and the Notes Guarantors have duly authorized the execution and delivery of this Indenture. The Notes may consist of any of or
all of the Original Notes or Additional Notes, each as defined herein. The Original Notes and any Additional Notes shall rank pari passu with one
another, shall together constitute a single class and series of securities and will vote together as one series of securities under this Indenture. 


        All
things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and
to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done. 



        All
things necessary to make the Notes Guarantees, when executed by the Notes Guarantors and delivered hereunder, the valid obligations of the Notes Guarantors, and to make this
Indenture a valid agreement of the Notes Guarantors, in accordance with their and its terms, have been done. 


        This
Indenture is subject to, and shall be governed by, the same provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust
Indenture Act. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


        For
and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders, as follows: 


 
 

ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION    
    


        SECTION
101.    Definitions.    


        (a)   For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 



        (1)   the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 


        (2)   all
other terms used herein which are defined in the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
either directly or by reference therein, have the meanings assigned to them therein; 



        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States
(whether or not such is indicated herein), and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" or
"GAAP" with respect to any financial or accounting computation required or permitted hereunder shall mean such accounting principles as are generally
accepted in the United States as in effect from time to time; 



1







 




        (4)   unless
the context otherwise requires, any reference to an "Article" or a "Section", or to an "Exhibit" or a "Schedule", refers to an Article or Section of, or to an
Exhibit or a Schedule attached to, this Indenture, as the case may be; 


        (5)   unless
the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as
it may be amended from time to time; 


        (6)   unless
otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidated basis in accordance with
GAAP; 


        (7)   the
words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision; and 


        (8)   except
as otherwise specifically provided in this Indenture, whenever the covenant or default provisions or definitions in this Indenture refer to an amount in U.S.
dollars, that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies. Any
determination of U.S. Dollar Equivalent for any purpose under this Indenture will be determined as of a date of determination as described in the definition of "U.S. Dollar Equivalent" and, in any
case, no subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified. 




        (b)   Certain
terms, used principally in Article Ten, are defined in that Article. Other terms are defined as follows: 


        "6.75% Senior Subordinated Notes" means the 6.75% Senior Subordinated Notes due 2013 of the Company. 


        "10.375% Senior Secured Notes" means the 10.375% Senior Secured Notes due January 15, 2010 of the Company. 



        "Acquired Debt" means Debt of a Person (a) outstanding on the date on which such Person becomes a Restricted Subsidiary or
(b) assumed in connection with the acquisition of assets from such Person. Acquired Debt shall be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary or the
date of the related acquisition of assets from such Person. 


        "Act," when referring to the Act of Holders, shall have the meaning set forth in Section 104. 


        "Additional Assets" means: 


        (a)   any
Property (other than cash, Cash Equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Permitted Business, including,
without limitation, receivables repurchased in connection with a Receivables Program; 


        (b)   Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from
any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted
Subsidiary is primarily engaged in a Permitted Business; and 


        (c)   any
Permitted Investment (other than as described in clauses (a), (b) (insofar as the Investment is made in a Restricted Subsidiary) or (d) of the
definition of "Permitted Investment"). 


        "Additional Notes" means additional Notes that may be issued under this Indenture after the date that the Original Notes are first issued
by the Company and authenticated by the Trustee under this Indenture, which shall rank pari passu with the Original Notes initially issued in all
respects. Additional Notes shall include Notes of like terms and tenor issued in exchange for Additional Notes and any Successor Notes in respect thereof. 


2







 



        "Affiliate" of any specified Person means: 


        (a)   any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; or 


        (b)   any
other Person who is a director or executive officer of: 



        (1)   such
specified Person; 


        (2)   any
Subsidiary of such specified Person; or 


        (3)   any
Person described in clause (a) of this definition. 




        For
the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of Sections 1013 and 1014 and the definition of
"Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any
Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence of this definition. 


        "Affiliate Transaction" has the meaning specified in Section 1014. 


        "Agent Members" means any member of, or direct participants in, the Depository. 


        "Allocable Excess Proceeds" has the meaning specified in Section 1013. 


        "Applicable Procedures" means the rules and procedures of the Depository. 


        "Asset Sale" means any sale, transfer, issuance or other disposition (or series of related sales, transfers, issuances or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a
"disposition"), of: 


        (a)   any
shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares), or 


        (b)   any
other assets of the Company or any Restricted Subsidiary (excluding Capital Stock of the Company, cash and Cash Equivalents) outside of the ordinary course of
business of the Company or such Restricted Subsidiary, 


in
the case of either clause (a) or (b), (1) that have a Fair Market Value in excess of $10.0 million, or (2) for net proceeds in excess of $10.0 million. 



        Notwithstanding
the foregoing clauses (a) and (b) of this definition, in no event shall an Asset Sale include: 



        (1)   any
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary; 


        (2)   any
disposition that constitutes a Permitted Investment or Restricted Payment or any disposition of a Permitted Investment, in any such case, to the extent permitted by
Section 1009; 


        (3)   any
disposition effected in compliance with Section 801; 


        (4)   any
disposition of damaged, worn out, surplus or other obsolete personal or real property in the ordinary course of business so long as such property is no longer
necessary for the proper conduct of the business of the Company and its Restricted Subsidiaries; 



3







 




        (5)   any
issuance of Capital Stock by a Subsidiary of the Company to the Company or to another Subsidiary of the Company (other than the issuance of Capital Stock by a
Restricted Subsidiary to an Unrestricted Subsidiary); 


        (6)   the
licensing by the Company or any Restricted Subsidiary of intellectual property or know-how on commercially reasonable terms and in the ordinary course of
business; 


        (7)   the
sale, lease, conveyance or other disposition of Property in connection with the obligation of the Company or any Restricted Subsidiary to remarket or sell any
Property at the end of the lease term or otherwise under or in connection with any Synthetic Lease or Sale and Leaseback Transaction relating to the Office Campus; 


        (8)   the
surrender or waiver of litigation rights or settlement, release or surrender of tort or other litigation claims of any kind; 


        (9)   the
sale, lease, conveyance or other disposition of Receivables Program Assets by the Company or any Restricted Subsidiary in connection with any Receivables Program; 



        (10) the
sub-lease of facilities of the Company or any Restricted Subsidiary and the lease by the Company or any Restricted Subsidiary of facilities under any
operating lease, in either such case, in the ordinary course of business; 


        (11) one
or more sales of fixed assets by the Company or any Restricted Subsidiary in connection with the Restructuring Plans and any future restructuring plans of the
Company, provided that the aggregate consideration for all such sales does not exceed $50.0 million; and 


        (12) the
granting of a Permitted Lien. 




        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at any date of determination, 


        (a)   if
such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of "Capital Lease Obligation";
and 


        (b)   in
all other instances, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for 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). 


        "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Notes. 


        "Available Credit" means, as of any date of determination, the maximum amount available that may be drawn under the Company's and each
Restricted Subsidiary's Credit Facilities at such date of determination. 


        "Average Life" means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing: 


        (a)   the
sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each
successive scheduled principal payment (or, in the case of the Company's Zero Coupon Debentures, to the Stated Maturity) of such Debt or redemption or similar payment with respect to such Preferred
Stock multiplied by the amount of such payment by 


        (b)   the
sum of all such payments. 


4







 



        "Board of Directors" means the Board of Directors of the Company or the Notes Guarantors, as the case may be, or any committee thereof
authorized with respect to any particular matter to exercise the power of the Board of Directors. 



        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Notes
Guarantors, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 


        "Borrowing Base" means an amount equal to the sum of (A) 80% of the book value of the accounts receivable of the Company and its
Restricted Subsidiaries plus (B) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries, in each case as of the end of the most recently ended fiscal quarter of
the Company for which financial statements of the Company have been made publicly available. 


        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of
New York, New York or San Jose, California or such other city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to close. 



        "Capital Lease Obligations" means any obligation under a lease of any property (whether real, personal or mixed) that is capitalized for
financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease. For purposes of Section 1011, a Capital Lease Obligation shall be deemed
secured by a Lien on the Property being leased. 


        "Capital Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt
security convertible or exchangeable into any such equity interest. 


        "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a
Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital
Stock (other than Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 


        "Cash Equivalents" means: 


        (a)   securities
issued or directly and fully guaranteed or insured by (i) the United States Government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof), or (ii) any member of the European Economic Area or Switzerland, or any agency or instrumentality thereof (provided that
such country, agency or instrumentality has a credit rating at least equal to that of the United States and the full faith and credit of such country is pledged in support thereof), in each case, with
such securities having maturities of not more than thirteen months from the date of acquisition; 


        (b)   marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof
maturing within thirteen months from the date of acquisition thereof (provided that the full faith and credit of such state is 


5







 



pledged
in support thereof) and, at the time of acquisition thereof, having credit ratings of at least AA- (or the equivalent) by S&P and at least Aa3 (or the equivalent) by Moody's; 


        (c)   certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of not more than thirteen months from
the date of acquisition thereof issued by any commercial bank organized in the United States of America, Canada, Japan or Switzerland or any member of the European Economic Area, in each case, of
recognized standing and having combined capital and surplus in excess of $500.0 million (or the foreign currency equivalent thereof); 



        (d)   repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (a), (b) and (c) of this
definition entered into with any bank meeting the qualifications specified in clause (c) of this definition; 


        (e)   commercial
paper rated at the time of acquisition thereof in one of the two highest categories obtainable from both S&P and Moody's or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within thirteen months after the date of acquisition
thereof; 


        (f)    interests
in any investment company or money market fund substantially all of the assets of which are of the type specified in clauses (a) through (e) of
this definition; and 


        (g)   asset
backed securities rated AAA or better by S&P or Moody's, with such securities having maturities of not more than thirteen months from the date of acquisition. 


        "Change of Control" means the occurrence of any of the following events: 



        (a)   if
any "person" or "group" (as such terms are used in Sections 13 (d) and 14 (d) of the Exchange Act or any successor provisions to either of the
foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have "beneficial ownership" of all shares that any such
person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock
of the Company (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the
"parent corporation") so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power
of the Voting Stock of such parent corporation); or 


        (b)   the
sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Company and its Restricted
Subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred, or the Company
merges, consolidates or amalgamates with or into any other Person or any other Person merges, consolidates or amalgamates with or into the Company, in any such event pursuant to a transaction in which
the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where: 



        (1)   the
outstanding Voting Stock of the Company is reclassified into or exchanged for other Voting Stock of the Company or for Voting Stock of the surviving corporation; and 


        (2)   the
holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the
Company or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction; 



6







 





        (c)   during
any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose
election or appointment by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of not less than a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors
then in office; or 


        (d)   the
shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company. 


        "Change of Control Offer" has the meaning specified in Section 1015. 


        "Change of Control Purchase Date" has the meaning specified in Section 1015. 


        "Change of Control Purchase Price" has the meaning specified in Section 1015. 


        "Commission" means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at
any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such
time. 


        "Commodity Agreement" means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or
arrangement. 


        "Company" means the corporation named as the "Company" in the first paragraph of this Indenture until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture, and, thereafter, "Company" shall mean such successor corporation. 



        "Company Request" or "Company Order" means a written request or order signed in the name
of the Company by an Officer, and delivered to the Trustee. 


        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes. 


        "Comparable Treasury Price" means, with respect to any Redemption Date: 


        (a)   the
average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day
preceding such Redemption Date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor release) published by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities"; or 



        (b)   if
such release (or any successor release) is not published or does not contain such prices on such Business Day, the Reference Treasury Dealer Quotations for such
Redemption Date. 


        "Consolidated Current Liabilities" means, as of any date of determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating: 


        (a)   all
intercompany items between the Company and any Restricted Subsidiary or between Restricted Subsidiaries; and 


        (b)   all
current maturities of long-term Debt. 


7







 



        "Consolidated Interest Coverage Ratio" means, as of any date of determination, the ratio of: 



        (a)   the
aggregate amount of EBITDA for the most recently ended four consecutive fiscal quarters for which financial statements have been made publicly available; to 


        (b)   Consolidated
Interest Expense for such four fiscal quarters; 


provided, however, that 



        (1)   if




        (A)  since
the beginning of such period but prior to such date of determination, the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or
Repaid any Debt; or 


        (B)  the
transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt, 





Consolidated
Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such
Debt was Incurred or Repaid on the first day of such period, provided that, (i) in the event of any such Repayment of Debt, EBITDA for such
period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt and
(ii) in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and 



        (2)   if




        (A)  since
the beginning of such period but prior to such date of determination the Company or any Restricted Subsidiary shall have made any Asset Sale or an acquisition of
Property which constitutes all or substantially all of an operating unit of a business; 


        (B)  the
transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale or acquisition; or 


        (C)  since
the beginning of such period but prior to such date of determination any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale or acquisition; 





EBITDA
for such period shall be calculated after giving pro forma effect to such Asset Sale or acquisition as if such Asset Sale or acquisition had
occurred on the first day of such period. 


        If
any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated
as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any
Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of the lesser of (i) 12 months and (ii) the remaining period until
the Stated Maturity of such Debt). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (b)(1) of this
definition, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such
sale. 


        "Consolidated Interest Expense" means (without duplication), for any period, the total interest expense of the Company and its
consolidated Restricted Subsidiaries, plus, to the extent not included in 


8







 



such
total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries during that period: 


        (a)   interest
expense attributable to Capital Lease Obligations and the imputed interest with respect to Attributable Debt; 


        (b)   amortization
of debt discount and debt issuance cost, including commitment fees; 



        (c)   capitalized
interest; 


        (d)   non-cash
interest expense; 


        (e)   commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing; 


        (f)    net
costs associated with Hedging Obligations (including amortization of fees); 


        (g)   Disqualified
Stock Dividends, other than dividends payable to the Company or a Restricted Subsidiary of the Company; 


        (h)   Preferred
Stock Dividends, other than dividends payable to the Company or a Restricted Subsidiary of the Company; 


        (i)    interest
actually paid by the Company or any Restricted Subsidiary on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted
Subsidiary; and 


        (j)    cash
contributions to any employee stock ownership plan or similar trust of the Company to the extent such contributions are used by such plan or trust to pay interest
or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust. 


        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries;  provided, however, that there shall
not be included in such Consolidated Net Income (without duplication): 


        (a)   if
any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, an amount that is equal to (i) the amount of net income attributable to such Restricted
Subsidiary multiplied by (ii) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted
Subsidiaries, 


        (b)   any
net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that: 



        (1)   the
Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or any
Property distributed by such
Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the
limitations contained in clause (d) of this definition); and 


        (2)   the
Company's equity in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net
Income; 



9









   
        (c)   for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (a)(3) of Section 1009 only, any net income (loss) of any
Person acquired by the Company or any of its consolidated Subsidiaries in a pooling of interests transaction for any period prior to the date of such acquisition; 



        (d)   any
net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is unable to both pay dividends and otherwise distribute cash to the Company and any
other Restricted Subsidiary because it is subject to the restrictions of its charter or other organizational document or any agreement, instrument, contract, judgment, decree, order or statute, rule
or governmental regulation applicable to the Restricted Subsidiary, except that: 



        (1)   the
Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of
cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other
distribution to another Restricted Subsidiary, to the limitation contained in this clause); and 


        (2)   the
Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; 




        (e)   any
gain (or loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Restricted Subsidiaries (including pursuant to
any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business; 


        (f)    any
extraordinary gain or loss; 


        (g)   restructuring
charges, write-downs and reserves (to the extent not excluded in subsection (f) of this definition) taken by the Company or its Restricted
Subsidiaries during any such period, provided that: 



        (1)   the
aggregate amount of charges that are paid in cash that are excluded pursuant to this clause (g) in connection with the Restructuring Plans shall not in the
aggregate exceed $60.0 million for all periods during which Consolidated Net Income may be calculated plus any restructuring charges taken in
connection with the Restructuring Plans for the fiscal year ended October 1, 2005; and any charges paid in cash in excess of such amount shall be included in the calculation of Consolidated Net
Income for the period when such charges are paid in cash; and 


        (2)   the
aggregate amount of charges that are paid in cash that are excluded pursuant to this clause (g) in connection with the Company's future restructuring plans
shall not exceed $125.0 million for all periods during which Consolidated Net Income may be calculated plus any amounts permitted to be applied and not so applied to the $60.0 million
limit set forth in subclause (1) above; 




provided, further, that for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (a)(3) of
Section 1009 only, this clause (g) shall not apply; 


        (h)   the
cumulative effect of a change in accounting principles; and 


        (i)    any
non-cash compensation expense realized for grants of, or in connection with the exercise of, performance shares, stock options or other rights to
officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the
option of the holder for Capital Stock of the Company (other than Disqualified Stock). 


Notwithstanding
the foregoing, for purposes of Section 1009 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, 


10







 



repayments
or transfers increase the amount of Restricted Payments permitted under clause (a)(3)(D) of Section 1009. 


        "Consolidated Net Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable
reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities
and, to the extent otherwise included in the determination of Consolidated Net Tangible Assets, the following amounts (without duplication) shall be excluded: 


        (a)   the
excess of cost over fair market value of assets or businesses acquired; 


        (b)   unamortized
debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items; 



        (c)   minority
interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary; 


        (d)   treasury
stock; 


        (e)   cash
or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities; and 


        (f)    Investments
in and assets of Unrestricted Subsidiaries. 


        "Consolidated Net Worth" means, as of any date of determination, the total of the amounts shown on the consolidated balance sheet of such
Person and its Restricted Subsidiaries as: 


        (a)   the
par or stated value of all outstanding Capital Stock of such Person; plus 


        (b)   paid-in
capital or capital surplus relating to such Capital Stock; plus 


        (c)   any
retained earnings or earned surplus less (1) any accumulated deficit, and (2) any amounts attributable to Disqualified Stock; 


in
each case as of the end of the most recent fiscal quarter of such Person for which financial statements have been made publicly available. 


        "Consolidated Tangible Foreign Assets" means, as of any date of determination, the sum of the amounts that would appear on the
consolidated balance sheet of the Foreign Subsidiaries of the Company as the
total assets of the Foreign Subsidiaries of the Company, minus the total intangible assets of the Foreign Subsidiaries of the Company. 



        "Convertible Debentures" means the Zero Coupon Debentures and the 3% Convertible Subordinated Notes Due 2007 issued by SCI
Systems, Inc. 


        "Convertible Debentures Repurchase" means the purchase, repurchase, redemption, defeasance or acquisition for value of any Convertible
Debentures. 


        "Corporate Trust Office" means the office of the Trustee or its affiliate at which at any particular time its corporate trust business may
be administered and any additional office it may designate in writing to the Company. At the date of this Indenture, the Corporate Trust Office of the Trustee is located at 633 West 5th Street, 24th
Floor, Los Angeles, California 90071, Attention: Corporate Trust Services (Sanmina SCI Corporation    % Senior Subordinated Notes due            ). 


        "covenant defeasance" has the meaning specified in Section 1303. 


11







 



        "Credit Facilities" means, with respect to the Company or any Restricted Subsidiary, one or more debt or commercial paper facilities or
instruments with banks or other institutional lenders whether acting with or through a trustee (including the Senior Credit Facility), or (b) indentures, in each case providing for one or more
revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed
to borrow from such lenders against such receivables or inventory) swing-line or commercial paper facilities (including any letter of credit, sub-facilities or other
facilities), letters of credit or note facilities or issuances, in each case together with any Refinancings thereof, whether any such Refinancing is under one or more debt or commercial paper
facilities, indentures or other agreements, by a lender or syndicate of lenders or trustees, including, in each case, any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, whether or not with the same agent, trustee, representative lender
or holders, and irrespective of any change in the terms and conditions thereof. 


        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to manage or hedge fluctuations in currency exchange rates. 


        "Debt" means, with respect to any Person on any date of determination (without duplication): 


        (a)   the
principal of and premium (if any) and any other obligations in respect of: 



        (1)   debt
of such Person for money borrowed; and 


        (2)   debt
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; 




        (b)   all
Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person; 


        (c)   all
obligations of such Person to pay the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under
any title retention agreement (but excluding trade accounts payable and accrued expenses related thereto arising in the ordinary course of business and excluding any lease properly classified as an
operating lease in accordance with GAAP); 


        (d)   all
obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction but excluding obligations
with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) of this definition and (f) and (g) of this definition)
entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the
third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit; 


        (e)   the
amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock; 


        (f)    all
obligations of the type referred to in clauses (a) through (e) of this definition of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is liable as obligor or Guarantor, including by means of any Guarantee; 


        (g)   all
obligations of the type referred to in clauses (a) through (f) of this definition of other Persons secured by any Lien on any Property of such Person
(whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value (as determined by the Company in good faith) of such
Property subject to such Lien or the amount of the obligation so secured; and 


12







 



        (h)   to
the extent not otherwise included in this definition, the net liability under Hedging Obligations of such Person, 


if
and only to the extent that any of the preceding items (other than letters of credit, Hedging Obligations and obligations referred to in clauses (f) and (g) of this definition) would
appear as a liability upon the balance sheet of the specified Person prepared in accordance with GAAP (and in the case of Disqualified Stock that does not appear as a liability upon the balance sheet,
the price at which such Disqualified Stock may be redeemed by the holder thereof on the date such Disqualified Stock may first be redeemed by the holders thereof). 


        In
no event shall the term "Debt" include (i) any debt under any overdraft or cash management facility, provided that any such debt
is incurred in the ordinary course of business and consistent with past practice, and is repaid in full no later than the business day immediately following the date on which it was incurred, or
(ii) any trade payable. The amount of Debt of any Person at any date shall be (x) the accreted value thereof in the case of any Debt that does not require current payments of interest,
(y) the principal amount of such Debt and (z) the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. 


        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. 


        "Defaulted Interest" has the meaning specified in Section 307. 


        "defeasance" has the meaning specified in Section 1302. 


        "Depositary" means The Depositary Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter Depositary shall mean each successor Depositary. 


        "Designated Senior Debt" means: 


        (a)   any
Senior Debt that has, at the time of determination, an aggregate principal amount outstanding of at least $25.0 million (including the amount of all undrawn
commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) that is specifically designated as such in the instrument evidencing such Senior Debt and is
designated as such in a notice delivered by the Company to the holders or a Representative of the holders of such Senior Debt and in an Officers' Certificate delivered to the Trustee as "Designated
Senior Debt" of the Company and any Notes Guarantor for purposes of the Indenture, 


        (b)   any
Senior Debt outstanding under the Credit Facilities, and 


        (c)   Debt
represented by the 10.375% Senior Secured Notes. 


        "Disqualified Stock" means, with respect to any Person, 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 either case at the option of the holder thereof) or otherwise: 


        (a)   matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; 


        (b)   is
or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part; or 


        (c)   is
convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock; 


on
or prior to, in the case of clause (a), (b) or (c) of this definition, the date that is 91 days after the Stated Maturity of the Notes. Notwithstanding the foregoing,
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 asset sale 


13







 



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 1009. 


        "Disqualified Stock Dividends" means all dividends made with respect to Disqualified Stock of the Company held by Persons other than a
Restricted Subsidiary other than dividends paid in Capital Stock of the Company. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company. 


        "Dollar" and "$" means such coins or currency of the United States of America which is
legal tender for payment of public and private debts. 


        "Domestic Restricted Subsidiary" means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary, (b) a
Subsidiary of a Foreign Restricted Subsidiary and (c) any special purpose entity established solely in connection with a Receivables Program or any Synthetic Lease or Sale and Leaseback
Transaction with respect to the Office Campus. 


        "DTC" has the meaning set forth in Section 201(c). 



        "EBITDA" means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries: 


        (a)   the
sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period: 



        (1)   the
provision for taxes based on income or profits or utilized in computing net income; 


        (2)   Consolidated
Interest Expense; 


        (3)   depreciation; 


        (4)   amortization; 


        (5)   any
other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in
any future period); 


        (6)   charges
associated with integration-related expenses (but excluding any associated restructuring expenses) Incurred in such period in connection with any merger or
acquisition permitted under the Senior Credit Facility, as in effect on the Issue Date; 



        (7)   accelerated
recognition of pension expenses previously deferred under FAS 87/88 in connection with early termination of SCI Systems, Inc.'s "Supplemental
Retirement Plan" not to exceed $20.0 million in the aggregate; 


        (8)   charges
associated with the repayment or redemption of the Convertible Debentures, the 10.375% Senior Secured Notes or the 6.75% Senior Subordinated Notes; and 


        (9)   to
the extent that GAAP requires stock-based compensation or share-based payments to be expensed, any non-cash charges associated therewith, minus 




        (b)   all
non-cash items increasing Consolidated Net Income for such period. 


Notwithstanding
the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be paid as dividends to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its 


14







 



charter
and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders. 


        "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 (a) any public offering of common stock (other than Disqualified Stock) of the Company or (b) any
unregistered offering of common stock (other than Disqualified Stock) of the Company with net cash proceeds in excess of $50 million. 


        "European Economic Area" means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic
Area dated May 2, 1992, as amended. 


        "Event of Default" has the meaning specified in Section 501. 


        "Excess Proceeds" has the meaning specified in Section 1013. 


        "Exchange Act" means the Securities Exchange Act of 1934, as it may be amended and any successor act thereto. 


        "Expiration Date" has the meaning specified in Section 104. 


        "Fair Market Value" means, with respect to any Property, the price that would reasonably be expected to be paid in an arm's-length free
market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined,
except as otherwise provided, 


        (a)   if
such Property has a Fair Market Value equal to or less than $50.0 million, by any Officer of the Company; or 


        (b)   if
such Property has a Fair Market Value in excess of $50.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within
45 days of the relevant transaction and delivered to the Trustee. 


        "Fall-Away Event" means the occurrence of the following events: 


        (a)   the
Notes have received Investment Grade Ratings from both Rating Agencies; 


        (b)   no
Default or Event of Default has occurred or is continuing; and 


        (c)   the
Company has delivered to the Trustee an Officers' Certificate certifying as to the events specified in clauses (a) and (b) of this definition. 



        "Foreign Restricted Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States or any state
thereof or the District of Columbia. 


        "Foreign Subsidiary" means any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or
the District of Columbia. 


        "Global Note" means a Note that is registered in the Note Register in the name of a Depositary or a nominee thereof. 



        "Guarantee" or "Guaranty" means any obligation, contingent or otherwise, of any Person
guaranteeing in any manner any Debt of any other Person; provided, however, that the terms "Guarantee"
and "Guaranty" shall not include: 


        (a)   endorsements
for collection or deposit in the ordinary course of business; or 



        (b)   a
contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under
clause (b) of the definition of "Permitted Investment." 


15







 



The
term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation. 


        "Hedging Obligation" of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Agreement or any other similar agreement or arrangement. 


        "Holder" means the Person in whose name any Note is registered in the Note Register. 


        "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the
balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided, further, however, that any Debt or other obligations of a
Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a
Subsidiary. 


        "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof including, for all purposes of this instrument and any such supplemental indenture, the Exhibits attached to
this instrument. 


        "Independent Investment Banker" means one of the Reference Treasury Dealers, or if any such firm is unwilling or unable to select the
Comparable Treasury Issue, an investment banking firm of national reputation selected by the Company. 


        "Interest Payment Date" means those dates specified in the Notes for the payment of interest on the Notes. 


        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement designed to manage fluctuations in interest rates. 



        "Investment" by any Person means any direct or indirect loan (other than advances to customers or other persons in the ordinary course of
business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of
transfers of cash or other Property to others or payments for Property or services for the account or use of others) (but excluding commission, travel and similar advances to officers, directors and
employees made in the ordinary course of business) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Debt issued by, any other Person; provided that in no event shall the licensing or transfer of know-how or intellectual property
or the providing of services, each in the ordinary course of business, be considered an Investment. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any
direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the fair market value (as determined in good faith by the Company) of the Capital Stock of such Restricted Subsidiary not
sold or disposed. 


        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the
equivalent) by S&P (or the equivalent investment grade rating by another Rating Agency). 


16







 

        "Issue Date" means the date on which the Notes are initially issued pursuant to this Indenture. 



        "Lien" with respect to a Person means, with respect to any Property of such Person, any mortgage or deed of trust, pledge, hypothecation,
security interest, lien, fixed or floating charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance or other security agreement of any kind or
nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any
of the foregoing); provided, that the term "Lien" shall not include any lease properly classified as an operating lease in accordance with GAAP. 



        "Liquidity" means the cash and Cash Equivalents on the balance sheet of the Company and its Restricted Subsidiaries plus the Available
Credit of the Company and its Restricted Subsidiaries as of a date that is no earlier than three business days prior to the date of determination. 


        "Make-Whole Premium" means, with respect to a Note on any date of redemption, the greater of: 


        (a)   1%
of the principal amount of such Note; or 


        (b)   the
excess of (1) the present value at such date of redemption of (A) the Redemption Price of such Note at            ,
            as set forth in
Section 1101(a) plus (B) all remaining required interest payments (exclusive of interest accrued and unpaid to the date of redemption) due on such Note through,            ,
            , computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the then outstanding principal amount of such Note. 



        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof. 


        "Net Available Cash" from any Asset Sale means cash payments actually received therefrom by the Company or its Restricted Subsidiaries
(including any cash payments actually received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other
non-cash form), in each case net of: 


        (a)   all
legal, title and recording expenses, commissions and other fees and expenses Incurred (including, without limitation, investment banking, sales commissions and
relocation expenses), and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale; 


        (b)   all
payments made on any Debt that is secured by any Lien upon Property that is the subject of such Asset Sale, or by applicable law, which are repaid out of the
proceeds from such Asset Sale; 


        (c)   all
distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and 


        (d)   any
reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. 


        "Note" and "Notes" means the    % Senior Subordinated Notes due
    , and more particularly means any Original Notes and Additional Notes authenticated and delivered under this Indenture or any supplemental indenture hereto. For all purposes of this
Indenture, the term "Notes" shall include any Additional Notes that may be issued under a supplemental indenture and, for purposes of this Indenture, both the Notes and the Additional Notes shall vote
together as one series of Notes under this Indenture. 


17









   
        "Note Register" has the meaning set forth in Section 305(a)(1). 


        "Note Registrar" has the meaning set forth in Section 305(a)(1). 



        "Notes Guarantees" means Guarantees of the Company's obligations under this Indenture and the Notes by the Notes Guarantors in accordance
with the provisions of this Indenture. 


        "Notes Guarantors" means each Domestic Restricted Subsidiary on the Issue Date and any other Person that becomes a Guarantor of the
Company's obligations under this Indenture and the Notes pursuant to Section 1206 or who executes and delivers a supplemental indenture to this Indenture providing for a Notes Guarantee. 


        "Notice of Default" means a written notice of the kind specified in Section 501(b). 



        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Debt. 


        "Office Campus" means the Company's principal office campus located on North First Street in San Jose, California. 


        "Officer" means (a) the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Company
and (b) the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary of the Company. 



        "Officers' Certificate" means a certificate signed by (a) (1) one Officer listed in clause (a) of the definition of
"Officer" and (2) one Officer listed in clause (b) of the definition of "Officer," or (b) two Officers listed in clause (a) of the definition of "Officer," and, in either
case, delivered to the Trustee. 


        "Opinion of Counsel" means a written opinion from legal counsel to the Company. The counsel may be an employee of, or counsel to, the
Company or the Trustee. 


        "Original Notes" means the Notes issued on the Issue Date and their Successor Notes. 



        "Outstanding" when used with respect to Notes, means, as of the date of determination, all Notes therefore authenticated and delivered
under this Indenture, except: 


        (a)   Notes
theretofore cancelled by the Trustee or Authenticating Agent or delivered to the Trustee or Authenticating Agent for cancellation; 


        (b)   Notes,
or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than
the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes;  provided that if such Notes are to be redeemed,
 notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; 


        (c)   Notes,
except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in
Article Thirteen; and 


        (d)   Notes
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this
Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such
Notes are valid obligations of the Company; 


provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor of the Notes or any Affiliate of the 


18







 



Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or other action, only Notes which the Trustee knows to be so owned by written notice delivered at its notice address specified in Section 105
hereof, shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. 


        "pari passu," when used with respect to the ranking of any Debt of any Person in relation to other Debt of such Person, means that each
such Debt (a) either (i) is not subordinated in right of payment to any other Debt of such Person or (ii) is subordinate in right of payment to the same Debt of such Person as is
the other and is so subordinate to the same extent and (b) is not subordinate in right of payment to the other or to any Debt of such Person as to which the other is not so subordinate. 


        "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf
of the Company, which initially shall be the Trustee. 


        "Payment Blockage Period" has the meaning specified in Section 1403. 


        "Payment Blockage Notice" has the meaning specified in Section 1403. 


        "Permitted Business" means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted
Subsidiaries on the Issue Date or any reasonable extension thereof. 


        "Permitted Debt" is defined to include the following: 


        (a)   Debt
of the Company evidenced by the Notes issued on the Issue Date; 


        (b)   Debt
of the Company or a Restricted Subsidiary under any Credit Facilities, provided that on the date of Incurrence the
aggregate principal amount of the Debt to be Incurred plus all Debt previously issued pursuant to this clause (b) which remains outstanding shall not exceed (1) the greater of
(A) $800.0 million and (B) the Borrowing Base, less (2) the amount by which any such Debt previously Incurred under this clause (b) that has been permanently reduced
by the amount of Net Available Cash used to Repay Debt and not subsequently reinvested in Additional Assets or used to purchase Notes or Repay other Debt pursuant to Section 1013; 


        (c)   Debt
of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided
that: 



        (1)   the
aggregate principal amount of such Debt does not exceed the fair market value (as determined by the Company in good faith) on the date of the Incurrence thereof in
the case of a Capital Lease Obligation and on the date of the acquisition, construction, lease, improvement or installation of the underlying asset in the case of Purchase Money Debt, of the Property
acquired, constructed, leased, improved or installed; and 


        (2)   the
aggregate principal amount of all Debt Incurred pursuant to this clause (c) at any one time outstanding (together with all Permitted Refinancing Debt Incurred
and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) shall not exceed 10.0% of Total Assets; 




        (d)   Debt
of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary;  provided, however, that (1) if the
Company is the obligor on such Debt, such Debt must be contractually subordinated in right of payment to the
Notes, and (2) any subsequent issue or transfer of Capital Stock or other event that results in any such Debt being held by a Person other than the Company or a 


19







 

Restricted
Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the
issuer thereof; 


        (e)   Debt
of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary
(other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such
Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company), provided that the aggregate principal amount (or
accreted value, as applicable) of all such Debt Incurred pursuant to this clause (e) at any time outstanding shall not exceed $50.0 million; 


        (f)    Debt
under Hedging Obligations entered into by the Company or a Restricted Subsidiary for the purpose of fixing, managing or hedging interest rate, commodity or currency
risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes; 



        (g)   Debt
in connection with one or more banker's acceptances, letters of credit, surety or performance bonds or security deposits issued by the Company or a Restricted
Subsidiary in the ordinary course of business and for purposes customary in the Company's industry; 


        (h)   Debt
of the Company or a Restricted Subsidiary outstanding on the Issue Date, other than Debt under the Notes and the Senior Credit Facility; 


        (i)    Debt
of the Company or a Restricted Subsidiary in an aggregate principal amount (or accreted value or liquidation preference, as applicable) outstanding at any one time
and Incurred pursuant to this clause (i) not to exceed $150.0 million; 



        (j)    in
addition to the Debt that may be Incurred under clause (b) of this definition, the Incurrence of Debt by one or more Foreign Restricted Subsidiaries in an
aggregate principal amount (or accreted value, as applicable) at any time outstanding (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred
pursuant to this clause (j)) not to exceed 10.0% of Consolidated Tangible Foreign Assets, provided that; 



        (1)   no
Default or Event of Default shall have occurred or be continuing or would be caused by such Incurrence of Debt, and 


        (2)   such
Debt shall be used solely: 



        (A)  to
fund the working capital or used for general corporate purposes of such Foreign Restricted Subsidiary; or 


        (B)  to
pay dividends or any other distributions on or in respect of its Capital Stock or pay any Debt or other obligation owed, or make any loans or advances, in each case,
to the Company or any other Restricted Subsidiary; 





        (k)   the
Guarantee by the Company of Debt of a Restricted Subsidiary or the Guarantee (given substantially concurrent with the Incurrence of Debt being Guaranteed) by a
Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary of the Company, in each case with respect to Debt that is permitted to be Incurred by Section 1008 or this
definition of Permitted Debt; 


        (l)    Debt
Incurred by the Company or a Restricted Subsidiary not to exceed the greater of $50.0 million and the Fair Market Value of the Office Campus, in each case
that is secured by a mortgage on the Office Campus; 


        (m)  Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (a)(1) of Section 1008 and clauses (a), (c), (e), (h), (j) and
(l) of this definition and this clause (m). 


20







 



        "Permitted Investment" means any Investment by the Company or a Restricted Subsidiary in: 



        (a)   the
Company; 


        (b)   any
Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary,  provided that the primary business of such Restricted Subsidiary is a Permitted
Business; 


        (c)   any
Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, or is
liquidated into, the Company or a Restricted Subsidiary, provided that such Person's primary business is a Permitted Business; 


        (d)   cash
or Cash Equivalents; 


        (e)   Investments
(i) of the types specified in the definition of Cash Equivalents but which mature on dates up to three years from the date of acquisition and
(ii) consisting of corporate obligations with long-term ratings of A or better from S&P and A2 or better from Moody's, having maturities of not more than twelve months from the date
of acquisition, so long as the aggregate value of the Investments described in clauses (i) and (ii) does not exceed 20% of the value of cash and short-term investments and
long-term investments of the types described in the definition of Cash Equivalents and this clause (e), in each case as shown on the Company's most recent balance sheet that has
been made publicly available; 


        (f)    receivables
owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with
customary trade terms (and Investments obtained in exchange for or settlement of accounts receivable for which the Company or a Restricted Subsidiary has determined that collection is not likely);
provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances; 



        (g)   commission,
entertainment, relocation, payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 


        (h)   loans
and advances to, or Guarantees of third party loans to, employees, directors and officers made in the ordinary course of business consistent with past practices of
the Company or such Restricted Subsidiary and in compliance with applicable laws, provided that such loans and advances in the aggregate do not exceed
$5.0 million at any one time outstanding; 


        (i)    any
acquisition of Property solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) or the transfer on a non-exclusive basis of
intellectual property or know-how of the Company; 


        (j)    any
Investment received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of
judgments, including pursuant to a plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or consideration received in settlement of
litigation claims in tort, bankruptcy, liquidation, receivership or insolvency or otherwise; 



        (k)   any
Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in
compliance with Section 1013; 


        (l)    Hedging
Obligations permitted under Section 1008; 


        (m)  prepaid
expenses and negotiable instruments held for collection in the ordinary course of business; 


21







 

        (n)   lease,
utility and workers' compensation, performance and other similar deposits arising in the ordinary course of business; 


        (o)   Investments
existing as of the Issue Date and Investments purchased or received in exchange for such Investments,  provided that any additional consideration provided by the Company or any Restricted Subsidiary in
such exchange shall be not be permitted pursuant to
this clause (o); 


        (p)   loans
or advances to customers in the ordinary course of business; 


        (q)   any
Person engaged in a Permitted Business, provided that such Investments in the aggregate do not exceed 10% of Total
Assets at any one time outstanding; and 


        (r)   the
Original Notes, any Additional Notes and the Notes Guarantees. 


        "Permitted Joint Venture" means any Person that is, directly or indirectly, engaged principally in a Permitted Business, and the Capital
Stock (or securities convertible into Capital Stock) of which is owned by the Company and one or more Persons other than the Company or any Affiliate of the Company. 


        "Permitted Junior Securities" means: 


        (a)   Capital
Stock in the Company or any Notes Guarantor; or 


        (b)   debt
securities (including debt securities that are issued in exchange for Senior Debt) that are subordinated to all Senior Debt to substantially the same extent that,
or to a greater extent than, the Notes and the Notes Guarantees are subordinated to Senior Debt and that have a Stated Maturity after (and do not provide for scheduled principal payments prior to) the
Stated Maturity of any Senior Debt; 


provided, however, that, if such Capital Stock or debt securities are distributed in a bankruptcy or insolvency proceeding, such Capital Stock or debt
securities are distributed pursuant to a plan of reorganization consented to by each class of Designated Senior Debt. 


        "Permitted Liens" means: 


        (a)   Liens
on any assets to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (b) of the definition of "Permitted Debt" and other
Obligations related thereto; 


        (b)   Liens
to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (c) of the definition of "Permitted Debt" and other Obligations related
thereto, Liens to secure Capital Lease Obligations and Purchase Money Debt (and other Obligations related thereto) where the aggregate principal amount of such Debt at any time outstanding shall not
exceed 10.0% of Total Assets, provided that, in each case, any such Lien may not extend to any Property of the Company or any Restricted Subsidiary,
other than the Property acquired, constructed, improved or leased with the proceeds of such Debt and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or
accessions related thereto; 


        (c)   Liens
for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or
other appropriate provision that shall be required in conformity with GAAP shall have been made therefor; 



        (d)   Liens
imposed by law or arising by operation of law, including without limitation, landlords', mailmen's, suppliers', vendors', carriers', warehousemen's and mechanics'
Liens and other similar Liens, Liens for master's and crew's wages and other similar laws, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and
for payment obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings; 


22







 



        (e)   Liens
on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to
statutory or regulatory requirements, performance or return-of-money bonds, surety or appeal bonds or other obligations of a like nature and Incurred in a manner consistent
with industry practice; 


        (f)    Liens
on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or
into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any
Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary; 


        (g)   Liens
on the Property of a Person existing at the time such Person becomes a Restricted Subsidiary; provided, however,
that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further,
however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a
Restricted Subsidiary; 


        (h)   Liens
Incurred or pledges or deposits made by the Company or any Restricted Subsidiary under workmen's compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary is party, or deposits
to secure public or statutory obligations of the Company, or deposits for the payment of rent, in each case Incurred in the ordinary course of business; 



        (i)    utility
easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of
a similar character; 


        (j)    Liens
existing on the Issue Date not otherwise described in clauses (a) through (i) of this definition; 


        (k)   Liens
not otherwise described in clauses (a) through (j) of this definition on the Property of any Restricted Subsidiary that is not a Notes Guarantor to
secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to Section 1008; 



        (l)    Liens
on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clauses
(a), (b), (f), (g), (j), (k), (o), (p), (t), (u), (x) and (y) of this definition; provided, however, that any such Lien shall be limited
to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien
shall not be increased to an amount greater than the sum of: 



        (1)   the
outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clauses (a), (b), (f), (g), (j), (k), (o),
(p), (t), (u), (x) and (y) of this definition, as the case may be, at the time the original Lien became a Permitted Lien under this Indenture; and 


        (2)   an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such
Refinancing; 




        (m)  judgment
Liens not giving rise to a Default or Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been
initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; 


23







 

        (n)   Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of banker's acceptances issued or credited
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; 


        (o)   Liens
securing obligations of the Company under Hedging Obligations permitted to be Incurred pursuant to Section 1008 under clause (f) of the definition of
"Permitted Debt"; 


        (p)   Liens
securing reimbursement obligations with respect to commercial letters of credit that encumber cash, documents and other Property relating to such letters of credit
and proceeds thereof; 


        (q)   Liens
on assets leased to the Company or a Restricted Subsidiary if such lease is properly classified as an operating lease in accordance with GAAP or is a Synthetic
Lease or Sale and Leaseback Transaction relating to the Office Campus; 


        (r)   Liens
arising under consignment or similar arrangements for the sale of goods in the ordinary course of business; 


        (s)   Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 



        (t)    Liens
securing obligations of the Company or any Restricted Subsidiary in respect of a Receivables Program, provided that
any such Lien will be limited to the Receivables Program Assets under such Receivables Program; 


        (u)   Liens
on cash securing obligations of the Company or a Restricted Subsidiary in connection with or under a Synthetic Lease or Sale and Leaseback Transaction relating to
the Office Campus; 


        (v)   Liens
in favor of the Company; 


        (w)  Liens
on Capital Stock of Unrestricted Subsidiaries; 


        (x)   Liens
on the Office Campus to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (l) of the definition of "Permitted Debt"; 


        (y)   Liens
securing other Debt not exceeding $10.0 million at any time outstanding; and 


        (z)   Liens
arising out of transactions relating to tax-planning strategies of the Company and its Restricted Subsidiaries;  provided, that all such transactions are between or among Restricted Subsidiaries, the
Company and any trustee, transfer agent or escrow agent relating
to such tax-planning strategies, or any combination of the foregoing parties. 


        "Permitted Refinancing Debt" means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: 


        (a)   such
Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: 



        (1)   the
aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) and all accrued interest then outstanding of the Debt being
Refinanced; and 


        (2)   an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing; 




        (b)   the
Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced; 


        (c)   the
Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and 


24







 



        (d)   the
new Debt shall not be senior in right of payment to the Debt that is being Refinanced, except that, in the case of any Debt that Refinances the Convertible
Debentures, such Debt may be senior in right of payment to the Convertible Debentures, provided, that such Debt is subordinated or  pari passu in right of
payment to the Notes; 


        provided, however, that Permitted Refinancing Debt shall not include: 



        (1)   Debt
of a Subsidiary that is not a Notes Guarantor that Refinances Debt of the Company or a Notes Guarantor; or 


        (2)   Debt
of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary. 




        "Person" means any individual, corporation, company (including any limited liability company), association, partnership, joint venture,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 



        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Note. 


        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect
to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by
such Person. 


        "Preferred Stock Dividends" means all dividends (other than dividends paid in Capital Stock of the Company) made with respect to Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided
by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock. 



        "Prepayment Offer" has the meaning specified in Section 1013(d). 


        "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms of this Indenture, a calculation
performed in accordance with Article Eleven of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by an Officer, or otherwise a calculation made in
good faith by an Officer after consultation with the independent certified public accountants of the Company. 


        "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the value of any Property
shall be its fair market value. 


        "Purchase Agreement" means the Purchase Agreement dated            ,        between the Company, the Guarantors named
therein
and the Purchasers. 


        "Purchase Date" has the meaning specified in Section 1013(d). 


        "Purchase Money Debt" means Debt: 


        (a)   consisting
of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations
and obligations in respect of 


25







 



industrial
revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed; or 



        (b)   Incurred
to finance all or any part of the purchase price or cost of an acquisition, construction improvement, installation or lease by the Company or a Restricted
Subsidiary of Property used in the business of the Company and its Restricted Subsidiaries, including additions and improvements thereto; 


provided, however, that such Debt is Incurred within 180 days after the acquisition, construction, improvement, installation or lease of such
Property by the Company or such Restricted Subsidiary. 


        "Purchase Price" has the meaning specified in Section 1013(d). 



        "Purchasers" means                        . 


        "Rating Agency" means Moody's and S&P (or, if either such entity ceases to rate the Notes for reasons outside the control of the Company,
then in place of that entity, any other securities rating organization nationally recognized in the United States and selected by the Company as a replacement agent). 


        "Receivables Program" means, with respect to any Person, an agreement or other arrangement or program providing for the advance of funds
to such Person against the pledge, contribution, sale or other transfer or encumbrances of Receivables Program Assets of such Person or such Person and/or one or more of its Subsidiaries. 


        "Receivables Program Assets" means all of the following Property and interests in Property, including any undivided interest in any pool
of any such Property or interests, whether now existing or existing in the future or hereafter arising or acquired: 


        (a)   accounts
(as defined in the Uniform Commercial Code or any similar or equivalent legislation as in effect in any applicable jurisdiction); 



        (b)   accounts
receivable, general intangibles, instruments, contract rights, documents and chattel paper (including, without limitation, all rights to payment created by or
arising from sales of goods, leases of goods or the rendition of services, no matter how evidenced, whether or not earned by performance); 


        (c)   all
unpaid sellers' or lessors' rights (including, without limitation, rescission, replevin, reclamation and stoppage in transit) relating to any of the foregoing or
arising therefrom; 


        (d)   all
rights to any goods or merchandise represented by any of the foregoing; 


        (e)   all
reserves and credit balances with respect to any such accounts receivable or account debtors; 


        (f)    all
letters of credit, security or Guarantees of any of the foregoing; 


        (g)   all
insurance policies or reports relating to any of the foregoing; 


        (h)   all
collection or deposit accounts relating to any of the foregoing; 


        (i)    all
books and records relating to any of the foregoing; 


        (j)    all
instruments, contract rights, chattel paper, documents and general intangibles relating to any of the foregoing; and 


        (k)   all
proceeds of any of the foregoing. 


26









   
        "Redemption Date" when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture. 


        "Redemption Price" when used with respect to any Note to be redeemed, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture. 


        "Reference Treasury Dealer" means                        , and their respective successors;
provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date. 


        "Refinance" means, in respect of any Debt, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund
or Repay, or to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings. 


        "Regular Record Date" has the meaning specified in the form of Note attached as Exhibit A. 


        "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt.
"Repayment" and "Repaid" shall have correlative meanings. For purposes of Section 1013 and the
definition of "Consolidated Interest Coverage Ratio," Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in
connection therewith. 


        "Representative" means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Senior
Debt. 


        "Responsible Officer," when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee 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 Payment" means: 


        (a)   any
dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or
any Restricted Subsidiary (including any such payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution
that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary
on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value
than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of
the Company; 


        (b)   the
purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company (other than from a Restricted Subsidiary); 


        (c)   the
purchase, repurchase, redemption, acquisition or retirement for value, prior to the earliest of the Stated Maturity or the date for any sinking fund or amortization
or other installment payment, of any Subordinated Debt (other than the purchase, repurchase, redemption, acquisition or retirement of any Subordinated Debt purchased in anticipation of satisfying a
payment at the earliest of the Stated 


27







 



Maturity,
or the date of any sinking fund or amortization or other installment obligation, in each case due within one year of the date of purchase, repurchase, redemption, acquisition or retirement);
or 


        (d)   any
Investment (other than Permitted Investments) in any Person. 


        "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. 


        "Restructuring Plans" means each of the restructuring plans of the Company and its Subsidiaries as announced by the Company on
(1) October 29, 2002 in the Company's press release and earnings conference call relating to its fourth quarter ended September 28, 2002 and year-end
results for fiscal 2002 and (2) July 10, 2004 in the Company's press release and earnings call relating to its third quarter ended June 26, 2004, as revised in the Company's press
release and earnings call relating to its first quarter ended January 1, 2005. 


        "S&P" means Standard & Poor's Ratings Service or any successor to the rating agency business thereof. 


        "Sale and Leaseback Transaction" means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person. Neither a transaction solely between the Company and
any of its Restricted Subsidiaries or between any Restricted Subsidiaries of the Company, nor a sale and leaseback transaction that is consummated within 180 days after the purchase of the
assets subject to such transaction, shall be considered a Sale and Leaseback Transaction. 


        "Securities Act" means the Securities Act of 1933, as amended from time to time, and (unless the context otherwise requires) includes the
rules and regulations of the Commission promulgated thereunder. 


        "Senior Credit Facility" means the Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2005, among,  inter alia, the Company, the Notes
Guarantors, the lenders from time to time party thereto, Bank of America, N.A., as Initial Issuing Bank, Citicorp
USA, Inc., as Syndication Agent, The Bank of Nova Scotia, Deutsche Bank Trust Company Americas and KeyBank National Association, as Co-Documentation Agents, Banc of America
Securities LLC and Citigroup Global Markets Inc., as Joint Book Managers and Joint Lead Arrangers, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent,
including any related notes, collateral documents, letters of credit and documentation and Guarantees and any appendices, exhibits or schedules to any of the foregoing, as any or all of such
agreements (or any other agreement that Refinances any or all of such agreements or any of the foregoing other agreements) may be amended, restated, modified or supplemented from time to time, or
renewed, refunded, refinanced, restructured, replaced, Repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided
under the original credit agreement or one or more other credit agreements or otherwise. 


        "Senior Debt" means: 


        (a)   all
obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such post-filing interest is allowed in such proceeding) in respect of: 



        (1)   Debt
of the Company for borrowed money; and 


        (2)   Debt
of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under this Indenture for the payment of which the Company is responsible
or liable; 



28







 





        (b)   all
Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company; 


        (c)   all
obligations of the Company: 



        (1)   for
the reimbursement of any obligor on any letter of credit, bankers' acceptance or similar credit transaction; 


        (2)   under
Hedging Obligations; or 


        (3)   issued
or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement
permitted under this Indenture; and 




        (d)   all
obligations of other Persons of the type referred to in clauses (a), (b) and (c) of this definition for the payment of which the Company is responsible
or liable as Guarantor; 


provided, however, that Senior Debt shall not include: 



        (1)   Debt
of the Company that is by its terms subordinate or pari passu in right of payment to the Notes, including any
Subordinated Debt or any Senior Subordinated Debt; 


        (2)   any
Debt Incurred in violation of the provisions of this Indenture; 


        (3)   accounts
payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the
obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities); 


        (4)   any
liability for Federal, state, local or other taxes owed or owing by the Company; 


        (5)   any
obligation of the Company to any Subsidiary; or 


        (6)   any
obligations with respect to any Capital Stock of the Company. 




        "Senior Debt" of any Notes Guarantor has a correlative meaning to the definition of "Senior Debt." 



        "Senior Subordinated Debt" of the Company means the 6.75% Senior Subordinated Notes, the Notes and any other subordinated Debt of the
Company that specifically provides that such Debt is to rank pari passu with the Notes and is not subordinated by its terms to any other Subordinated
Debt or other obligation of the Company which is not Senior Debt. "Senior Subordinated Debt" of any Notes Guarantor has a correlative meaning. 


        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the Commission. In no event shall an Unrestricted Subsidiary be considered a Significant Subsidiary for purposes of
this definition. 


        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 


        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any mandatory redemption or repurchase provision (but excluding any provision providing for the redemption or repurchase of such
security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 


        "Subordinated Debt" means any Debt of the Company or any Notes Guarantor (whether outstanding on the Issue Date or thereafter Incurred)
that is subordinate or junior in right of payment to the Notes or the applicable Notes Guaranty, as the case may be, pursuant to a written agreement to 


29







 



that
effect. No Debt of the Company or a Notes Guarantor shall be deemed to be subordinated in right of payment to any other Debt of the Company or such Notes Guarantor solely by virtue of any Liens,
Guarantees, maturity of payments or structural subordination. 


        "Subsidiary" means, in respect of any Person, any corporation, company (including any limited liability company), association,
partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by: 


        (a)   such
Person; 


        (b)   such
Person and one or more Subsidiaries of such Person; or 


        (c)   one
or more Subsidiaries of such Person. 


        "Successor Note" of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Note; and for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 


        "Surviving Person" has the meaning set forth in Section 801. 


        "Suspended Covenants" has the meaning specified in Section 1022. 


        "Suspension Period" means any period or periods beginning on the date of a Fall-Away Event and ending on the earlier of
(A) the date one or both Rating Agencies withdraw their ratings or downgrade the ratings assigned to the Notes below Investment Grade Ratings or (B) the date on which a Default or Event
of Default occurs and is continuing. 


        "Synthetic Lease" means an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, for U.S. federal income tax purposes, is characterized as the indebtedness of such Person (without regard to accounting treatment) and any related documents including any
refinancings, extensions, renewals, defeasance, amendments, modifications, supplements, restructuring, replacements, refundings, repayments, payments, purchases, redemptions or retirements, or the
entering into of other such leases or agreements, in exchange or replacement for, such agreement or lease. 


        "Total Assets" means, as of any date of determination, the amount that would appear on a consolidated balance sheet of the Company and its
consolidated Restricted Subsidiaries as the total assets. 


        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury
Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date. 


        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 



        "Trustee" means the Person named as the "Trustee" in the first subsection of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. 


        "United States" or "U.S." means the United States of America (including the States thereof
and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


30







 



        "Unregistered Senior Debt" means any Senior Debt of the Company or any Subsidiary that was issued in a transaction not registered under
the Securities Act or which the Company has not agreed to register the resale of, or exchange for, Senior Debt in a transaction registered under the Securities Act. 


        "Unrestricted Notes Certificate" means a certificate substantially in the form set forth in Exhibit D. 



        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution, but only to the extent that such Subsidiary at the time of such designation: 


        (a)   is
a Person with respect to which neither the Company nor any Restricted Subsidiary has an obligation to (1) subscribe for additional Capital Stock or
(2) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; 


        (b)   has
no Debt other than Debt: 



        (1)   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 Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided,
however, the Company or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary that is permitted under Sections
1008 and 1009; 


        (2)   no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Debt (other than the Notes, the Notes Guarantees or any Guarantee permitted by the proviso to paragraph (1) of this clause (b)) of
the Company or any of its Restricted Subsidiaries, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the time, to declare a default on such other Debt or
cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and 


        (3)   as
to which the lenders have been notified in writing or have otherwise agreed in writing that they will not have any recourse to the stock or other Property of the
Company or any Restricted Subsidiary, except for Debt that has been Guaranteed by the Company or any Restricted Subsidiary as permitted by the proviso to paragraph (1) of this
clause (b); 




        (c)   does
not own any Capital Stock, or hold any Lien on any Property of, the Company or any Restricted Subsidiary; and 


        (d)   is
not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary 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 could reasonably be expected to be obtained at the time from any Person that is not an
Affiliate of the Company or any Restricted Subsidiary. 


        Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced by filing with the Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 1009. 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 Debt of such Subsidiary
shall be deemed to be Incurred by a Restricted Subsidiary as of such date, and, if such Debt is not permitted to be Incurred as of such date under the covenant described under Section 1008, the
Company shall be in default of such covenant. The Board of Directors may at any time designate an Unrestricted Subsidiary to be a Restricted Subsidiary;  provided that (1) all Liens and Debt of such
Unrestricted Subsidiary outstanding immediately following such designation, would, if Incurred at
such time, have been permitted to be 


31







 

Incurred
under this Indenture, and (2) no Default or Event of Default would occur or be continuing following such designation. The term "Unrestricted Subsidiary" shall also include any
Subsidiary of an Unrestricted Subsidiary. 


        "U.S. Dollar Equivalent" means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time for the
determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the
applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by the
Company) at approximately 11:00 a.m. (New York City time) on a day not more than two business days prior to such determination. 



        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or
redeemable at the issuer's option. 


        "U.S. Person" has the meaning set forth in Rule 902(k) under the Securities Act. 



        "Vice President," when used with respect to the Company, means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president." 


        "Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 


        "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted Subsidiary, all the Capital Stock of which (except director's
qualifying shares or shares required by applicable law to be held by third persons) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries. 


        "Zero Coupon Debentures" means the Zero Coupon Convertible Subordinated Debentures due 2020 of the Company. 


        SECTION
102.    Compliance Certificates and Opinions.    


        (a)   Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture. 


        (b)   Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (in form reasonably satisfactory to the
Trustee): 



        (1)   a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 



        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (which, in the case of an Opinion of Counsel, may be limited to reliance on an Officers' Certificate as to matters of fact); and 



        (4)   a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 



32









  





        SECTION 103.    Form of Documents Delivered to Trustee.    



        (a)   In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        (b)   Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 


        (c)   Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument. 


        SECTION
104.    Acts of Holders; Record Date.    


        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by any agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the
Company copies of all such instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104. 


        (b)   The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        (c)   The
ownership of Notes (including the principal amount and serial numbers of Notes held by any Person, and the date of holding the same) shall be proved by the Note
Register. 


        (d)   Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the
Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon such Note. 


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        (e)   The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes;  provided that the Company may not set a record
date for, and the provisions of this subsection shall not apply with respect to, the giving or making of
any notice, declaration, request or direction referred to in subsection (f). If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such matter
referred to in the foregoing sentence, the record date for any such matter shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation. If any record date is set pursuant to this subsection, the Holders of Outstanding Notes on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this subsection (e) shall
be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this subsection (e) (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this subsection shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this subsection, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder in the manner set forth in Section 106. 


        (f)    The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (1) any
Notice of Default, (2) any declaration of acceleration referred to in Section 502, (3) any request to institute proceedings referred to in Section 507 or any direction
referred to in Section 512. If any record date is set pursuant to this subsection, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this subsection shall
be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this subsection (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this subsection shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this subsection, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder in the manner set forth in Section 106. 


        (g)   With
respect to any record date set pursuant to this Section 104, the party hereto which sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any earlier or later day;  provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this
Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this subsection. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 


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        (h)   Without
limiting the foregoing provisions, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or
any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 


        SECTION
105.    Notices, Etc., to Trustee and Company.    



        Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with, 


        (a)   the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department. 


        (b)   the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the Recitals to this Indenture or at any other address previously furnished in writing
to the Trustee by the Company. 


        SECTION
106.    Notice to Holders; Waiver.    


        (a)   Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, or delivered by hand or overnight courier, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice, with a copy to Trustee at the same time, and delivered to the Trustee in the manner provided in
clause (a) of Section 105. In any case where notice to Holders is given by mail, neither the failure to mail or deliver by hand or overnight courier such notice, nor any defect in any
notice so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 



        (b)   In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 


        SECTION
107.    Conflict with Trust Indenture Act.    


        Until
such time as this Indenture shall be qualified under the Trust Indenture Act, this Indenture, the Company and the Trustee shall be deemed for all purposes hereof to be subject to
and governed by the Trust Indenture Act to the same extent as would be the case if this Indenture were so qualified on the date hereof. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be. 


        SECTION
108.    Effect of Headings and Table of Contents.    



        The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 


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        SECTION
109.    Successors and Assigns.    


        All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 



        SECTION
110.    Separability Clause.    


        In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. 


        SECTION
111.    Benefits of Indenture.    


        Nothing
in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Notes Registrar and their successors
hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


        SECTION
112.    Governing Law.    


        THIS INDENTURE, THE NOTES AND EACH NOTATION OF A NOTES GUARANTY DELIVERED PURSUANT TO SECTION 1202 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


        SECTION
113.    Legal Holidays.    


        In
any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as
if made on the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity, provided that no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Purchase Date or Stated Maturity, as the case may be if and to the extent the required payment is made on the next succeeding Business
Day. 


        SECTION
114.    Indenture and Securities Solely Corporate Obligations.    


        No
recourse for the payment of the principal of or premium, if any, or interest on the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company or the Notes Guarantors in this Indenture or in any supplemental indenture or in any Note or Notes Guarantee, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or the
Notes Guarantors or of any successor corporation, either directly or through the Company or the Notes Guarantors or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes and Notes Guarantees. 


        SECTION
115.    Counterparts.    



        This
Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument. 


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ARTICLE TWO
  NOTE FORMS    
    


        SECTION
201.    Forms Generally.    


        (a)   The
Notes and the Trustee's certificates of authentication shall be in substantially the form of Exhibit A attached hereto, the terms of which are incorporated in
and made a part of this Indenture. Each Note shall include the Notes Guarantee in the form of Exhibit B attached hereto, executed by the Notes Guarantors existing on the date of issuance of
such Note, the terms of which are incorporated in and made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange, any organizational document or governing instrument or applicable law, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of a Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 


        (b)   The
definitive Notes shall be printed or produced in any other manner, provided that such manner is permitted by the
rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. 


        (c)   Upon
their original issuance, the Notes shall be issued in the form of one or more Global Notes registered in the name of The Depositary Trust Company, a New York
Corporation (including its direct and indirect participants, "DTC"), as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC,
for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of the Global Note may
from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 305. 


        SECTION
202.    Restrictive Legends.    


        [Include if Note is a Global Note—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE]. 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, "DTC"), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


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ARTICLE THREE
  THE NOTES    
    


        SECTION
301.    Title and Terms.    



        (a)   Subject
to the provisions of this Indenture and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is
unlimited. The Company may from time to time issue Additional Notes pursuant to a Board Resolution and subject to Section 312. 


        (b)   The
Notes (including Additional Notes) shall be known and designated as the "    % Senior Subordinated Notes due            " of the Company. Their final
maturity date shall be            ,    and they shall bear interest at the rate of    % per annum,
from            ,        , or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable semi-annually in arrears
on            and            ,
commencing            ,        , until the principal thereof is paid or made available for payment. 


        (c)   The
principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company in The City of New York, New York, maintained
for such purpose or at any other office or agency maintained by the Company for such purpose (which shall initially be an office or agency of the Trustee); provided,
however, that at the option of the Company interest may be paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the
Note Register or (2) by wire transfer to an account located in the United States maintained by the payee. 


        (d)   Holders
shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015.
The Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013. 


        (e)   The
Notes shall be redeemable as provided in Article Eleven and in the Notes. 



        (f)    The
due and punctual payment of principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the
extent set forth herein, by each of the Notes Guarantors. 


        (g)   The
Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen. 


        (h)   The
Notes do not have the benefit of any sinking fund obligation. 


        (i)    Unless
the context otherwise requires, the Original Notes and the Additional Notes shall constitute one class and series of securities for all purposes under this
Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer. 


        SECTION
302.    Denominations.    


        The
Notes shall be issuable only in registered form without coupons and only in principal amounts of $1,000 at maturity and any integral multiple thereof. 



        SECTION
303.    Execution, Authentication, Delivery and Dating.    


        (a)   The
Notes shall be executed on behalf of the Company by any two of the Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer,
its Corporate Secretary, any Vice President, any Assistant Secretary, the Treasurer or any Assistant Treasurer. The signature of any of these officers on the Notes may be manual or facsimile. 


38







 



        (b)   Notes
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. 


        (c)   At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Original Notes or Additional Notes (subject to
Section 312) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Original Notes or Additional Notes; and the
Trustee or Authenticating Agent in accordance with such Company Order shall authenticate and deliver such Original Notes or Additional Notes as in this Indenture provided and not otherwise. 


        (d)   Each
Note shall be dated the date of its authentication. 


        (e)   No
Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for on the form of Note attached hereto as Exhibit A, executed by the Trustee or Authenticating Agent by manual or facsimile signature, and
such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 



        (f)    In
the case of any transaction that satisfies the requirements of Section 801 in which the Company is not the Surviving Person, any of the Notes authenticated or
delivered prior to such transaction may, from time to time, at the request of the Surviving Person, be exchanged for other Notes executed in the name of the Surviving Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Note surrendered for such exchange and of like principal amount; and the Trustee upon Company Order of the
Surviving Person, shall authenticate and deliver replacement Notes as specified in such request for the purpose of such exchange. If replacement Notes shall at any time be authenticated and delivered
in any new name of a Surviving Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Person, at the option of any
Holder but without expense to such Holder, shall provide for the exchange of all Notes at the time outstanding held by such Holder for Notes authenticated and delivered in such new name. 


        SECTION
304.    Temporary Notes.    


        (a)   Pending
the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee or Authenticating Agent shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Note may determine, as evidenced by their execution of such Notes. 


        (b)   If
temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the
temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and the Trustee or Authenticating Agent shall authenticate and deliver in exchange therefor a
like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive
Notes. 


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        SECTION
305.    Registration and Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Provisions Applying to Global
Notes.    


        (a)   General
Provisions Regarding Registration and Registration of Transfer and Exchange. 



        (1)   The
Notes are issuable only in registered form. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Note
Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of
Notes. The Note Register will be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note
Registrar" for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Such Note Register shall distinguish between Original Notes and the
Additional Notes. 


        (2)   Subject
to the other provisions of this Indenture regarding restrictions on transfer, upon surrender for registration of transfer of any Note at an office or agency of
the Company designated pursuant to
Section 1002 for such purpose, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal amount bearing such restrictive legends as may be required by this Indenture. 


        (3)   At
the option of the Holder, and subject to the other provisions of this Section 305, Notes may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount and bearing such restrictive legends as may be required hereunder, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, and subject to the other provisions of this Section 305, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive. 


        (4)   All
Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same Debt, and (except for the
differences between Original Notes and Additional Notes provided for in this Indenture) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer
or exchange. 


        (5)   Every
Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. 


        (6)   No
service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 906 or 1108 or in accordance with any
Prepayment Offer pursuant to Section 1013 or a Change of Control Offer pursuant to Section 1015, not involving any transfer. 


        (7)   The
Company and the Trustee shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 



40







 





        (b)   Certain Transfers and Exchanges. Notwithstanding any other provisions of this Indenture or the Notes, transfers and
exchanges of Notes and beneficial interests in a Global Note shall be made only in accordance with this subsection 305(b). Transfers and exchanges subject to this subsection 305(b) shall also be
subject to the other provisions of this Indenture that are not inconsistent with this subsection 305(b). 



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


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


        (3)   A
beneficial interest in a Global Note may be exchanged for a Note that is not a Global Note as provided in this Section 305. 




        (c)   Provisions Applying to Global Notes. The following provisions shall apply only to Global Notes: 



        (1)   Each
Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company or a nominee thereof and delivered to the
Trustee custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. 


        (2)   Notwithstanding
any other provision in this Indenture or the Notes, no Global Note may be exchanged in whole or in part for Notes, and no transfer of a Global Note in
whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a
successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has
requested such transfer or exchange in writing. 


        (3)   If
any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as
Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in
whole or in part for a beneficial interest in any Global Note, then either (A) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or
(B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to
be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global
Note, the Trustee shall, subject to Section 305(b) and as otherwise provided in this Article Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion
thereof) to or upon 



41







 




the
order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the
events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be
entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is
given or made in accordance with the Applicable Procedures and in accordance with all applicable laws. 


        (4)   Every
Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this
Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such
Global Note or a nominee thereof. 


        (5)   The
Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture and the Notes and
owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be shown only
on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members. 




        SECTION
306.    Mutilated, Destroyed, Lost and Stolen Notes.    



        (a)   If
any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like
tenor and principal amount and bearing a number not contemporaneously outstanding: 



        (1)   If
there shall be delivered to the Company and the Trustee (A) evidence to their satisfaction of the destruction, loss or theft of any Note and (B) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee or Authenticating Agent shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding; and 


        (2)   In
case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Note, pay such Note. 




        (b)   Upon
the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


        (c)   Every
new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder. 


        (d)   The
provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes. 


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        SECTION
307.    Payment of Interest; Interest Rights Preserved.    



        (a)   Interest
on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or
one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. 


        (b)   Any
interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder on such
date, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) of this subsection: 



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the
close of business on a "Special Record Date" for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it
appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to clause (2) of this subsection. 


        (2)   The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee in its reasonable judgment. 




        (c)   Subject
to the foregoing provisions of this Section 307, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu
of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 


        SECTION
308.    Persons Deemed Owners.    



        Prior
to due registration of any Note for transfer by a Holder as provided in Section 305, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. None of the Company, the Notes Guarantors, the Trustee or any agent of the Company, the Notes Guarantors or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or 


43







 



payments
made on account of beneficial ownership interests of a Note in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, with respect to any Note in global form, nothing herein shall prevent the Company or the Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Note in global form and nothing herein shall impair, as between such
Depositary and owners of beneficial interests in such Note in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of
such Note in global form. 


        SECTION
309.    Cancellation.    


        All
Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any Prepayment Offer pursuant to Section 1013 or Change of Control Offer
pursuant to Section 1015 shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee or Authenticating Agent for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section 309, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and
certification of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled Notes be returned to it. 



        SECTION
310.    Computation of Interest.    


        Interest
on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 


        SECTION
311.    CUSIP Numbers.    


        The
Company in issuing the Notes may use "CUSIP," or "ISIN" numbers (if then generally in use) and the Trustee shall use CUSIP, or ISIN numbers, as the case may be, in notices of
redemption, exchange and other notices to Holders as a convenience to Holders; provided, however, 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 or other notice and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption or notice shall not be affected by any defect in or such omission of such numbers. The Company shall promptly notify the Trustee of
any change in CUSIP, or ISIN numbers for the Notes. 


        SECTION
312.    Issuance of Additional Notes.    



        (a)   Additional
Notes ranking pari passu with the Notes issued the date hereof may be created and issued from time to time by
the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Notes initially issued and shall have the same terms as to status,
redemption or otherwise as the Notes originally issued; provided, however, that the Company's ability to issue Additional Notes shall be subject to the
Company's compliance with Section 1008. Any Additional Notes shall be issued pursuant to an indenture supplemental to this Indenture specifying the amount of Additional Notes being issued. 



        (b)   At
any time and from time to time after the execution and delivery of this Indenture, the Company may, pursuant to a Board Resolution, deliver Additional Notes executed
by the Company to the Trustee or Authenticating Agent for authentication, together with a Company Order for the 


44







 



authentication
and delivery of such Additional Notes, an Officers' Certificate stating that the issuance of such Additional Notes will not result in a breach or violation of any of the covenants
contained in this Indenture and that all conditions precedent to such issuance, authentication and delivery of Additional Notes in this Indenture have been fully complied with and satisfied, and the
Trustee or Authenticating Agent in accordance with the Company Order shall authenticate and deliver such Notes. Prior to authenticating such Additional Notes, and accepting any additional
responsibilities under this Indenture in relation to such Notes, the Trustee and any Authenticating Agent shall be entitled to receive, if requested, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating in substance that the issuance of such Additional Notes will not result in a breach or violation of any of the covenants contained in this
Indenture and as to the due authorization, execution and delivery of the Additional Notes, the enforceability of the Additional Notes, and the duly incorporated status and good standing of the
Company, subject to customary exceptions and carve-outs. 


        SECTION
313.    Designation of Notes as Senior Debt.    


        The
Notes are designated senior debt for purposes of the Zero Coupon Debentures and the Company's Guaranty of the 3% Convertible Subordinated Notes Due 2007 issued by SCI
Systems, Inc. The Notes Guaranty by SCI Systems, Inc. is designated senior debt for purposes of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc. 


 
 

ARTICLE FOUR
  SATISFACTION AND DISCHARGE    
    


        SECTION
401.    Satisfaction and Discharge of Indenture.    



        (a)   This
Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes herein
expressly provided for) as to all Outstanding Notes when: 



        (1)   either:




        (A)  all
Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 


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



        (i)    have
become due and payable, or 


        (ii)   will
become due and payable at their Stated Maturity within one year, or 



        (iii)  are
to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, 






and
the Company, in the case of subclauses (i), (ii) or (iii), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders
an amount of cash or U.S. Government Obligations, or a combination thereof, in such amount as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire
Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal, and premium, if any, and accrued interest, if any, to the date of such deposit (in the case of Notes which
have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; 


45









  




        (2)   no
Default or Event of Default under this Indenture shall have occurred and be continuing on the date of the deposit pursuant to subclause (B) of
clause (a)(1) of this Section 401, or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other
material instrument to which the Company is a party or by which the Company is bound; 


        (3)   the
Company has paid or caused to be paid all other sums payable hereunder by the Company; 


        (4)   the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money and the U.S. Government Obligations, or both, toward the payment of the
Notes at the Stated Maturity or on the Redemption Date, as the case may be; and 



        (5)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that the Company has complied with all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture. 




        (b)   Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 607
and, if money shall have been deposited with the Trustee pursuant to paragraph (B) of clause (a)(1) of this Section 401, the obligations of the Trustee under Section 402
and clause (e) of Section 1003 shall survive. 


        SECTION
402.    Application of Trust Money.    


        Subject
to the provisions of subsection (e) of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the 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, if any, for whose payment such money has been deposited with the Trustee. 


 
 

ARTICLE FIVE
  REMEDIES    
    


        SECTION
501.    Events of Default.    


        (a)   "Event of Default," wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body): 



        (1)   failure
to make the payment of any interest, on the Notes, when the same becomes due and payable, and such failure continues for a period of 30 days; 


        (2)   failure
to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon
acceleration, redemption, optional redemption, required repurchase or otherwise; 


        (3)   failure
by the Company or its Restricted Subsidiaries to comply with Article Eight; 


        (4)   failure
by the Company or any Restricted Subsidiary to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the
subject of subclauses (1), (2) or (3) of this subsection 501(a)) and such failure continues for 30 days after written notice is given to the Company as provided in
clause (b) of this Section 501; 


        (5)   a
default under any Debt (other than Disqualified Stock with respect to which the sole remedy for any default thereunder is a right to elect one or more additional
members to the board 



46







 




of
directors of the issuer of the Disqualified Stock) by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity
and such defaulted payment at maturity shall not have been made, waived or extended within the applicable grace period related to any such payment default, in an aggregate amount greater than
$50.0 million or its foreign currency equivalent at the time; 


        (6)   failure
by the Company or any Restricted Subsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary to pay final judgments for the
payment of money in an aggregate amount in excess of $50.0 million (or its foreign currency equivalent at the time) that shall not be waived, satisfied or discharged for any period of 60
consecutive days during which a stay of enforcement shall not be in effect; 


        (7)   either
the Company or any Restricted Subsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary: 



        (A)  commences
or commence a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to
be adjudicated a bankrupt or insolvent; 


        (B)  consents
or consent to the entry of a decree or order for relief in an involuntary case or proceeding against the Company or the Restricted Subsidiaries that
individually or in the aggregate would constitute a Significant Subsidiary under any applicable U.S. Federal or State, or other applicable bankruptcy, insolvency, reorganization or other similar law; 


        (C)  consents
or consent to the commencement of any bankruptcy or insolvency case or proceeding against the Company or the Restricted Subsidiaries that individually or in the
aggregate would constitute a Significant Subsidiary; 


        (D)  files
or file a petition or answer or consent seeking reorganization or relief under any applicable U.S. Federal or State, or other applicable law, or consent or
consents to the filing of such petition; 


        (E)  consents
or consent to the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company
or Restricted Subsidiaries that
individually or in the aggregate would constitute a Significant Subsidiary or of substantially all of the property of such entity or entities; 


        (F)  makes
or make an assignment for the benefit of creditors, or admits or admit, as the case may be, in writing of its inability to pay its or their debts generally as they
become due, or the taking of corporate action by the Company or Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary in furtherance of any such
action; and 




        (8)   the
Notes Guarantees provided by any of the Notes Guarantors that, individually or in the aggregate, would constitute a Significant Subsidiary cease to be in full force
and effect (other than in accordance with the terms of such Notes Guarantees) or any of the Notes Guarantors that, individually or in the aggregate, would constitute a Significant Subsidiary deny or
disaffirm their obligations under their Notes Guarantees (other than by reason of the release of a Notes Guarantor in accordance with the terms of this Indenture). 




        (b)   A
Default under clause (a)(4) of this Section 501 is not an Event of Default under this Indenture until the Trustee or the Holders of not less than 25% in
aggregate 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. Such notice
must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default." 


47







 

        (c)   The
Company shall deliver to the Trustee, within 30 days after the Company's knowledge thereof, written notice in the form of an Officers' Certificate of any
event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 


        SECTION
502.    Acceleration of Maturity; Rescission and Annulment.    


        (a)   If
an Event of Default with respect to the Notes (other than an Event of Default specified in subsection 501(a)(7)), shall have occurred and be continuing, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare to be immediately due and payable, by a notice in writing to the Company (and to the Trustee if
given by Holders), the principal amount of all the Outstanding Notes, plus accrued but unpaid interest to the date of acceleration. If an Event of Default specified in subsection 501(a)(7) shall
occur, the principal amount of all Outstanding Notes, plus accrued but unpaid interest to the date of acceleration, shall be due and payable immediately without any declaration or other act on the
part of the Trustee or the Holders. 


        (b)   At
any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as
provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes, may, by written notice to the Company and the Trustee, rescind and annul such declaration
and its consequences if: 



        (1)   the
Company has paid or deposited with the Trustee a sum sufficient to pay: 



        (A)  all
overdue interest on all Outstanding Notes; 


        (B)  the
principal of (and premium, if any) any Outstanding Notes which have become due otherwise than by such declaration of acceleration (including any Notes required to
have been purchased on the Purchase Date pursuant to a Prepayment Offer or the Change of Control Purchase Date pursuant to a Change of Control Offer made by the Company) and, to the extent that
payment of such interest is lawful, interest thereon at the rate provided by the Outstanding Notes; 


        (C)  to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided by the Notes; and 


        (D)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 




        (2)   all
Events of Default, other than the non-payment of the principal, interest and premium on the Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513. 




        (c)   No
such rescission shall affect any subsequent default or impair any right consequent thereon. 


        (d)   Subject
to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under
no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the holders of the Notes unless such holders shall have offered to such Trustee
reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. 


48







 



        SECTION
503.    Collection of Debt and Suits for Enforcement by Trustee.    


        (a)   The
Company covenants that if: 



        (1)   default
is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days; or 


        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Note at the Stated Maturity thereof or, with respect to any Note required to have been
purchased pursuant to a Prepayment Offer made by the Company, at the Purchase Date thereof, 




the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any)
and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal amount (and premium, if any) and on any overdue interest, at the rate
provided by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 


        (b)   If
an Event of Default occurs and is continuing, subject to Section 512, the Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 



        SECTION
504.    Trustee May File Proofs of Claim.    


        (a)   In
case of any judicial proceeding relative to the Company (or any other obligor upon the Notes, including the Notes Guarantors), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. The provisions of this subsection
(a) shall be subject to Section 512. 


        (b)   No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


        SECTION
505.    Trustee May Enforce Claims Without Possession of Notes.    


        All
rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment
has been recovered. 


49







 



        SECTION
506.    Application of Money Collected.    


        Subject
to Article Thirteen, any money collected by the Trustee pursuant to this Article shall be applied, subject to applicable law, in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 



FIRST:
To the payment of all amounts due the Trustee under Section 607; 


SECOND:
To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and 



THIRD:
The balance, to the Person or Persons entitled thereto, including the Company, the Notes Guarantors or any other obligors of the Notes, as their interests may appear or as a court of competent
jurisdiction may direct. 




        SECTION
507.    Limitation on Suits and Remedies.    


        No
Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless: 


        (a)   such
Holder has previously given written notice to the Trustee of a continuing Event of Default; 


        (b)   the
Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made a written request and offered reasonable indemnity to the Trustee
to institute proceedings or pursue remedies in respect of such Event of Default in its own name as Trustee hereunder; and 


        (c)   no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Notes, 


it
being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders. 


        SECTION
508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.    



        Notwithstanding
any other provision in this Indenture, any Holder shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Note on the Stated Maturity expressed in such Note (or, in the case of redemption, on the Redemption Date or in the case of Prepayment Offer or
Change of Control Offer made by the Company and required to be accepted as to such Note, on the Purchase Date or Change of Control Purchase Date, respectively) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


        SECTION
509.    Restoration of Rights and Remedies.    



        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Notes Guarantors, the Trustee and the
Holders 


50







 



shall
be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted. 


        SECTION
510.    Rights and Remedies Cumulative.    


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes pursuant to Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        SECTION
511.    Delay or Omission Not Waiver.    


        No
delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 


        SECTION
512.    Control by Holders.    


        The
Holders of a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee, provided that: 


        (a)   such
direction shall not be in conflict with any rule of law or with this Indenture; 


        (b)   the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; 


        (c)   the
Trustee may refuse to follow any such direction that may involve the Trustee in personal liability; and 



        (d)   the
Trustee may refuse to follow any such direction that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the
giving of such direction. 


        SECTION
513.    Waiver of Past Defaults.    


        (a)   The
Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may, by notice to the Trustee, on behalf of the Holders of all the Notes,
waive any existing Default or Event of Default hereunder and its consequences, except: 



        (1)   a
Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Note (including any Note which is required to have been
purchased pursuant to a Prepayment Offer or Change of Control Offer which has been made by the Company); or 


        (2)   a
Default or Event of Default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected. 




        (b)   Upon
any such waiver described in subsection (a) of this Section 513, such Default shall cease to exist and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon. 


51







 

        SECTION
514.    Undertaking for Costs.    


        In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the reasonable costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided that this Section 514 shall not be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company, the Trustee or by any Holder or group of Holders' holding in the aggregate more than 10% in principal amount of the
Outstanding Notes, or by a Holder pursuant to Section 508. 


        SECTION
515.    Waiver of Stay or Extension Laws.    



        The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (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 hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE SIX
  THE TRUSTEE    
    


        SECTION
601.    Certain Duties and Responsibilities.    


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


        SECTION
602.    Notice of Defaults.    


        If
any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to the Trustee, the Trustee shall mail to each Holder, in the manner and
to the extent provided in the Trust Indenture Act, notice of the Default or Event of Default within 45 days after it occurs, unless such Default or Event of Default has been cured;  provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Note, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or a Responsible Officer of the Trustee in good
faith determines that the withholding of the notice is in the interest of the Holders. 


        SECTION
603.    Certain Rights of Trustee.    



        (a)   Except
during the continuance of an Event of Default, the Trustee undertakes to perform such functions and duties and only such functions and duties as are specifically
set forth in this Indenture, and no implied duties or obligations shall be read into this Indenture against the Trustee. During the existence of an Event of Default, the Trustee shall exercise such of
the rights and powers under this Indenture vested in the Trustee under this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from its duties, 


52







 



except
to the extent permitted by the Trust Indenture Act. Subject to the provisions of Section 601, whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 603. 


        (b)   Subject
to the Trust Indenture Act and Section 601: 



        (1)   in
the absence of bad faith on its part, the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties; 


        (2)   any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution; 


        (3)   whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; 


        (4)   the
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 



        (5)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


        (6)   the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; 


        (7)   the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and 


        (8)   the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (A) a Responsible Officer shall have
actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any Notes Guarantor or by any
Holder. 


        (9)   No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that 



        (A)  this
clause (9) of subsection (b) of this Section 603 shall not be construed to limit the effect of subsection (b)(1) of this Section 603; 




53







 


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


        (C)  the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture; and 


        (D)  no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. 




        (10) Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 603. 




        SECTION
604.    Not Responsible for Recitals or Issuance of Notes.    


        The
recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of Notes or the proceeds from the issuance of the Notes. The Trustee shall not have any responsibility or liability for any information provided to Holders or any other
Person, including without limitation in the
solicitation of any consent or waiver hereunder, or pursuant to any offering documents, or pursuant to any Prepayment Offer. 


        SECTION
605.    May Hold Notes.    



        The
Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Notes and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such
other agent. Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee or as collateral agent under other
indentures, under which other securities, or certificates of interest or participation in other securities, of the Company or any Notes Guarantor are outstanding in the same manner as if it were not
Trustee hereunder. 


        SECTION
606.    Money Held in Trust.    


        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company. 


        SECTION
607.    Compensation and Reimbursement.    


        The
Company agrees: 


        (a)   to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust); 


54







 



        (b)   except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and 


        (c)   to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part (subject to the
provisions of Sections 601 and 603), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to notify the Company shall not relieve the Company of its obligations hereunder. 


        SECTION
608.    Disqualification: Conflicting Interests.    


        If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 


        SECTION
609.    Corporate Trustee Required; Eligibility.    


        There
shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and (together with its corporate Affiliates)
has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section 609, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six. 


        SECTION
610.    Resignation and Removal; Appointment of Successor.    


        (a)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by
the successor Trustee under Section 611. 


        (b)   The
Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        (c)   The
Trustee may be removed at any time by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, delivered to the Trustee and to the
Company. 


        (d)   If
at any time: 



        (1)   the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at
least six months, or 


        (2)   the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 


        (3)   the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 




then,
in any such case, (A) the Company by a Board Resolution may remove the Trustee, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


55









  





        (e)   If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        (f)    The
Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 


        SECTION
611.    Acceptance of Appointment by Successor.    



        (a)   Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts. 


        (b)   No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 


        SECTION
612.    Merger, Conversion, Consolidation or Succession to Business.    



        Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the administration of the trust created under this
Indenture), shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. 


        SECTION
613.    Preferential Collection of Claims Against Company.    


        If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor). 


        SECTION
614.    Appointment of Authenticating Agent.    


        (a)   The
Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and
upon exchange, 


56







 



registration
of transfer, partial conversion or partial redemption or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (together with its corporate Affiliates) a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions to this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614. 



        (b)   Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall otherwise be eligible under this Section 614, without the execution or filing of any paper or any further act on the part
of the Trustee or the Authenticating Agent. 


        (c)   An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to
the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614. 



        (d)   The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 607. 


57







 



        (e)   If
an appointment is made pursuant to this Section 614, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form: 


        "This
is one of the Notes described in the within-mentioned Indenture. 



	 	 	U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

 	

As Trustee
	

 	
 	

By:	

    
 As Authenticating Agent
	

 	
 	

By:	

    
 Authorized Signatory"




 
 

ARTICLE SEVEN
  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    


        SECTION
701.    Company to Furnish Trustee Names and Addresses of Holders.    


        If
the Trustee is not the Note Registrar, the Company will furnish or cause to be furnished to the Trustee 



        (a)   semi-annually,
not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such Regular Record Date, and 


        (b)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished. 


        SECTION
702.    Preservation of Information; Communications to Holders.    



        (a)   The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided
in Section 701 upon receipt of a new list so furnished. 


        (b)   The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes and the corresponding rights and duties of
the Trustee, shall be provided by the Trust Indenture Act. 


        (c)   Every
Holder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall
be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act. 


        SECTION
703.    Reports by Trustee.    



        (a)   The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto. 


58







 



        (b)   A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with any stock exchange upon which the Notes are listed, with the
Commission and with the Company. The Company will notify the Trustee when the Notes are listed on any stock exchange. 


        SECTION
704.    Reports by Company.    


        The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required
pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that, if allowed under the Trust Indenture
Act, any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed to be filed with the Trustee when
filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates and written notices delivered to the Trustee in accordance with the terms of this Indenture). 


 
 

ARTICLE EIGHT
  MERGERS, CONSOLIDATION AND SALE OF PROPERTY    
    



        SECTION
801.    The Company May Consolidate, etc. only on Certain Terms.    


        (a)   The
Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Restricted Subsidiary into the Company) or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all of the Properties and assets of the Company and its Restricted Subsidiaries, taken as a whole, in any one transaction or series
of transactions unless: 



        (1)   the
Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company)
formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws
of the United States, any State thereof or the District of Columbia; 


        (2)   the
Surviving Person (if other than the Company) expressly assumes all of the obligations of the Company under the Notes by executing a supplemental indenture and other
documents reasonably satisfactory to the Trustee; 


        (3)   after
giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of
this clause (3) and clause (4) of this subsection (a) of this Section 801, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any
Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series
of transactions), no Default or Event of Default shall have occurred and be continuing; 



        (4)   immediately
after giving effect to such transaction or series of transactions on a pro forma basis, (A) the
Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (a)(1) of Section 1008 and (B) the Surviving Person
shall have a Consolidated Net Worth in an amount which is not less than 90% of the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and 


        (5)   the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an
Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with 



59







 




this
Section 801 and that all conditions precedent herein provided for relating to such transaction have been satisfied. 





        (b)   Clause (a)(4)
of this Section 801 shall not apply to mergers of the Company into a Wholly Owned Restricted Subsidiary or into a Person solely for the
purpose of effecting a change in the state of incorporation of the Company. 


        (c)   Upon
satisfaction of the conditions in subsection (a) of this Section 801, the Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of the Company under this Indenture; provided that the predecessor company in the case of a lease of all or substantially all of its assets shall not be released from any of the
obligations and covenants under this Indenture, including with respect to the payment of the Notes, and in all other cases, the predecessor company shall be released from all obligations and covenants
under this Indenture, including with respect to the payment of the Notes. 


        SECTION
802.    The Notes Guarantors May Consolidate, etc. only on Certain Terms.    


        (a)   A
Notes Guarantor may not, sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets in any one transaction or series of
transactions to, or merge, consolidate or amalgamate with or into another Person (whether or not such Notes Guarantor is the Surviving Person), in any such case, other than to, with or into the
Company or another Notes Guarantor, unless: 



        (1)   immediately
after giving effect to that transaction, no Default or Event of Default exists under this Indenture; and 


        (2)   either:




        (A)  the
Surviving Person (if not such Notes Guarantor) is a Domestic Restricted Subsidiary and expressly assumes all the obligations of that Notes Guarantor under this
Indenture, the Notes Guaranty by executing a supplemental indenture and other documents reasonably satisfactory to the Trustee; or 


        (B)  such
sale, transfer, assignment, lease, conveyance or other disposition or merger, consolidation or amalgamation is otherwise in compliance with Section 1013. 





        (b)   Upon
satisfaction of the conditions in subsection (a) of this Section 802, the Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of the Notes Guarantor under the Notes Guaranty and this Indenture; provided, that the predecessor company in the case of a lease of all or substantially all of its assets shall
not be released from any of the obligations and covenants under this Indenture and the applicable Notes Guaranty, including with respect to the payment of the Notes, and in all other cases the
predecessor company shall be released from all obligations and covenants under this Indenture and such Notes Guaranty, as applicable. 


 
 

ARTICLE NINE
  SUPPLEMENTAL INDENTURES    
    


        SECTION
901.    Supplemental Indentures Without Consent of Holders.    


        (a)   Without
the consent of any Holders, the Company and the Notes Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to: 



        (1)   cure
any ambiguity, omission, defect or inconsistency; 


        (2)   provide
for the assumption by a successor corporation of the obligations of the Company or a Notes Guarantor under this Indenture and the Notes Guarantees as applicable; 



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


        (4)   add
Notes Guarantees with respect to the Notes or release Notes Guarantees as provided by the terms of this Indenture; 


        (5)   secure
the Notes or Notes Guarantees, add to the covenants of the Company or its Restricted Subsidiaries, as applicable, for the benefit of the holders of such Notes or
to surrender any right or power conferred upon the Company or its Restricted Subsidiaries by this Indenture; 


        (6)   make
any change that does not adversely affect the rights of any Holder; 


        (7)   make
any change to the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such
provisions; 


        (8)   comply
with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; 


        (9)   provide
for the issuance of Additional Notes in accordance with this Indenture; or 


        (10) to
evidence and provide for the acceptance and appointment hereunder of a successor Trustee. 




        SECTION
902.    Supplemental Indentures with Consent of Holders.    


        (a)   Except
as permitted by Section 901, with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for such Notes), by Act of said Holders delivered to the Company, the Notes Guarantors and the Trustee, the Company, and the Notes
Guarantors when authorized by a Board Resolution, and the Trustee may (A) enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or (B) waive compliance with any
provision in this Indenture and the Notes (other than waivers of past Defaults in accordance with Section 513 and waivers of covenants in accordance Section 1021);  provided, however, that no
such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby: 



        (1)   reduce
the amount of the Notes whose holders must consent to an amendment or waiver; 


        (2)   reduce
the rate of, or extend the time for payment of interest on, any Note; 


        (3)   reduce
the principal of, or extend the Stated Maturity of, any Note; 


        (4)   make
any Note payable in money other than that stated in such Note; 


        (5)   impair
the right of any Holder to receive payment of principal of and interest on such Holder's Note on or after the due dates therfor or to institute suit for the
enforcement of any payment on or with respect to such Holder's Note or any Note Guaranty; 


        (6)   make
any change to the subordination provisions of this Indenture that would adversely affect the Holders in any material respect; 


        (7)   reduce
the premium payable upon the redemption of any Note or change the time at which any such Note may be redeemed pursuant to Article 11; 



        (8)   reduce
the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating
thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer; 



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        (9)   at
any time after the Company is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be
made or at which the Notes must be repurchased pursuant thereto; or 


        (10) following
the mailing of a notice of a Prepayment Offer or a Change of Control Offer, modify the provisions of this Indenture with respect to such offer in a manner
adverse to the Holders. 




        (b)   No
amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the
holders of such Senior Debt (or their Representative) consent to such change. 



        (c)   Upon
the written request of the Company and the Notes Guarantors accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental
indenture or agreement or upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, the Trustee shall join with the Company and the Notes Guarantors in execution of such
supplemental indenture. It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof. 


        SECTION
903.    Execution of Supplemental Indentures.    



        In
executing, or accepting the additional trusts created by, any supplemental indenture, agreement, instrument or waiver permitted by this Article Nine or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 601 and 603) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture, agreement, instrument or waiver is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement, instrument or waiver which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 



        SECTION
904.    Effect of Supplemental Indentures.    


        Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 


        SECTION
905.    Conformity with Trust Indenture Act.    



        Every
supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act. 


        SECTION
906.    Reference in Notes to Supplemental Indentures.    


        Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to
any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. 


        SECTION
907.    Notice of Supplemental Indenture.    


        Promptly
after execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the
Holders of each Outstanding Notes affected, in the manner provided for in Section 106, setting forth in general terms 


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the
substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture. 


        SECTION
908.    Form of Consent.    


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


 
 

ARTICLE TEN
  COVENANTS    
    


        SECTION
1001.    Payment of Principal, Premium and Interest.    


        The
Company will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture. The Company shall
pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Notes in accordance with the terms
of this Indenture and the Notes. 


        SECTION
1002.    Maintenance of Office or Agency.    


        (a)   The
Company will maintain an office or agency in the United States where Notes may be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or 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 shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee in the United States, and the Company hereby
appoints the Trustee or its agent as its agent to receive all such presentations, surrenders, notices and demands. 


        (b)   The
Company may also from time to time designate one or more other offices or agencies in the United States where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the United States 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. 


        SECTION
1003.    Money for Note Payments to be Held in Trust.    


        (a)   If
the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest, on any of the
Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 


        (b)   Whenever
the Company shall have one or more Paying Agents, it will, by 10:00 a.m. New York City time on or before each due date of the principal of (and premium,
if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal at maturity, premium or interest as provided in the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act. 


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        (c)   The
Company will cause each Paying Agent other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will: 



        (1)   comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent (or, until such time as this Indenture shall be qualified under the Trust
Indenture Act, which would be applicable to it as Paying Agent if this Indenture were so qualified); and 


        (2)   at
any time during the continuance of any Default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes; 




        (d)   The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


        (e)   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 (and premium, if any) or interest on
any Note and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date such money would escheat to the State or two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, 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, shall thereupon cease. 


        SECTION
1004.    Corporate Existence.    


        Subject
to Article Eight and Section 1013, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. 



        SECTION
1005.    Maintenance of Properties.    


        The
Company will cause all material properties used or useful in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly conducted at all times;  provided, however, that
nothing in this Section 1005 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, as determined by the Company or Restricted Subsidiary in good faith, desirable in (or not materially adverse to) the
conduct of its business or the business of any Restricted Subsidiary and not adverse in any material respect to the Holders. 


        SECTION
1006.    Payment of Taxes and Other Claims.    


        The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any of its Restricted Subsidiaries or upon the income, profits or property of the Company or any of its Restricted Subsidiaries, and (2) all material lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any of its Restricted Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate negotiations or proceedings. 


64









  





        SECTION 1007.    Maintenance of Insurance.    



        The
Company shall, and shall cause its Restricted Subsidiaries to, keep at all times all of their properties which are of an insurable nature insured (which may include self insurance)
against loss or damage with insurers believed by the Company or such Restricted Subsidiary to be responsible to the extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business practice. 


        SECTION
1008.    Limitation on Debt    



        (a)   The
Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt (including Acquired Debt) unless, after giving effect to the application of the
proceeds thereof, either: 



        (1)   such
Debt is Debt of the Company or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the
Consolidated Interest Coverage Ratio would be greater than 2.0 to 1.0; or 


        (2)   such
Debt is Permitted Debt. 




        (b)   Notwithstanding
anything to the contrary contained in this Section 1008, any increase in the amount of Debt solely by reason of currency fluctuation shall not be
considered an Incurrence of Debt for purposes of this Section 1008. For purposes of determining compliance with this Section 1008, the U.S. dollar-equivalent principal amount of Debt
denominated in any currency other than U.S. dollars shall be calculated based on the relevant currency exchange rate in effect as of the date such Debt is Incurred;  provided that the amount of any
Permitted Refinancing Debt denominated in the same currency as the Debt being Refinanced thereby shall be calculated
based on the relevant exchange rate in effect as of the date of the Incurrence of the Debt being so Refinanced; 



        (c)   The
accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same
terms, the accumulation of dividends on Disqualified Stock or Preferred Stock of Restricted Subsidiaries (to the extent not paid) and the payment of dividends on Disqualified Stock or Preferred Stock
of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or Preferred Stock of Restricted Subsidiaries will not be deemed to be an Incurrence of Debt or an
issuance of Disqualified Stock for purposes of this Section 1008; provided that, in each case, the amount thereof shall be included in
Consolidated Interest Expense of the Company as accrued; and 


        (d)   For
purposes of determining compliance with this Section 1008, in the event that an item of Debt meets the criteria of more than one of the categories of
Permitted Debt described in clauses (a) through (m) of the definition of Permitted Debt or is entitled to be incurred pursuant to clause (a)(1) of this Section 1008, the
Company shall, in its sole discretion, classify or reclassify such item of Debt (or any part thereof), in any manner that complies with this Section 1008, and such item of Debt will be treated
as having been Incurred pursuant to one or more of such categories of Permitted Debt or pursuant to clause (a)(1) of this Section 1008. For purposes of determining any particular amount
of Debt under this Section 1008, Guarantees, Liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are
included in the amount of Debt. 


        SECTION
1009.    Limitation on Restricted Payments.    


        (a)   The
Company shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed
Restricted Payment: 



        (1)   a
Default or Event of Default shall have occurred and be continuing; 


        (2)   the
Company could not Incur at least $1.00 of additional Debt pursuant to clause (a)(1) of Section 1008; or 



65







 




        (3)   the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made
other than in cash, to be based upon Fair Market Value on the date made) would exceed an amount equal to the sum of: 



        (A)  50%
of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which
the Issue Date occurs to
the end of the most recent fiscal quarter for which financial statements have been made publicly available at the time of such Restricted Payment (or if the aggregate amount of Consolidated Net Income
for such period shall be a deficit, less 100% of such deficit); plus 


        (B)  100%
of Capital Stock Sale Proceeds; plus 


        (C)  100%
of the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or
exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, excluding: 



        (i)    any
such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary
for the benefit of their respective employees; and 


        (ii)   the
aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange; 





        plus




        (D)  an
amount equal to the sum of: 



        (i)    in
the case of the net reduction in Investments (which Investments constituted a Restricted Payment when made) in any Person other than the Company or a Restricted
Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person, or from the sale or
other disposition of any such Investment to any Person other than the Company or a Restricted Subsidiary, the lesser of: 



        (x)   the
cash return of capital with respect to such Investment; and 


        (y)   the
aggregate value of such Investment; 




in
the case of either clause (x) or (y) in this subparagraph (a)(3)(D)(i), less the cost of the disposition of such Investment; plus 



        (ii)   the
portion (proportionate to the Company's equity interest in an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at
the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; 




provided, however, that no amount will be included under this paragraph (D) to the extent already included in the calculation of Consolidated Net
Income; 




        plus 



        (E)  $25.0 million. 




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        (b)   Notwithstanding
the limitations in subsection (a) of this Section 1009, the Company or any Restricted Subsidiary may: 



        (1)   pay
dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with
this Indenture; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments pursuant to
clause (a)(3) of this Section 1009; 


        (2)   purchase,
repurchase, redeem, defease, acquire or retire for value Capital Stock or Subordinated Debt of the Company or any Restricted Subsidiary in exchange for, upon
conversion of or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company whether contemporaneously or in the future (other than Disqualified Stock that is not
Permitted Refinancing Debt and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such
Subsidiary for the benefit of their employees) or any Permitted Refinancing Debt; provided, however, that: 



        (A)  such
purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments pursuant to
clause (a)(3) of this Section 1009; and 


        (B)  the
Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to paragraph (a)(3)(B) of this Section 1009; 




        (3)   purchase,
repurchase, redeem, defease, acquire or retire for value any Subordinated Debt in exchange for, or out of the proceeds of the sale of, Permitted Refinancing
Debt; 


        (4)   so
long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, defease, acquire or retire for value Capital Stock of the Company
or any Subsidiary of the Company from any officer, director, employee or consultant of the Company or its Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million per year; 


        (5)   extend
loans to employees, officers and directors of the Company and its Restricted Subsidiaries in compliance with applicable laws and in an amount not to exceed
$5.0 million in the aggregate at any one time outstanding; 


        (6)   acquire
the Capital Stock of the Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with
the satisfaction of withholding tax obligations; 


        (7)   in
connection with an acquisition by the Company or by any of its Restricted Subsidiaries, receive or accept the return to the Company or any of its Restricted
Subsidiaries of Capital Stock of the Company or any of its Restricted Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims; 


        (8)   purchase
fractional shares of the Capital Stock of the Company arising out of stock dividends, splits or combinations or business combinations; 



        (9)   effect
a Convertible Debentures Repurchase, provided that on a pro forma
basis, after giving effect to such Convertible Debentures Repurchase, the Liquidity of the Company and its Restricted Subsidiaries shall equal or exceed $500 million; 


        (10) honor
any conversion request by a holder of any convertible Debt of the Company or its Restricted Subsidiaries and make cash payments in lieu of fractional shares in
connection with any conversion of convertible Debt in accordance with the terms of any convertible Debt; 



67







 




        (11) make
any payment on or with respect to, or repurchase, redeem, defease or acquire or retire for value, any Subordinated Debt convertible into Equity Interests (other
than Disqualified Stock) of the Company in connection with: 



        (A)  an
optional redemption of such convertible Subordinated Debt pursuant to the terms thereof; provided that, the current
market price per share of the Company's common stock (calculated based upon the average closing price as reported on the Nasdaq National Market (or any national securities exchange on which such
common stock is listed) for the 30-trading day period immediately preceding the date any notice of redemption is sent or published) into which such Debt is convertible equals or exceeds
150% of the conversion price in effect for such Debt on the date of such notice; and 


        (B)  the
payment by the Company of cash in lieu of any fractional shares deliverable upon conversion of any Debt in compliance with the terms of the instruments governing
such Debt; 




provided that any amounts paid pursuant to this clause (11) will be deducted in determining the amount of Restricted Payments permitted under
clause (a)(3) of this Section 1009; 


        (12) engage
in transactions relating to tax planning strategies of the Company and its Restricted Subsidiaries; provided that
all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the
foregoing parties; and 


        (13) so
long as no Default or Event of Default has occurred and is continuing, make Restricted Payments in an aggregate amount not to exceed $50.0 million. 




        (c)   The
actions described in the preceding clauses (1), (4), (5), (11) and (13) of subsection (b) of this Section 1009 shall be Restricted
Payments that shall be permitted to be made in accordance with this Section 1009 but which shall reduce the amount that would otherwise be available for Restricted Payments under
clause (a)(3) of this Section 1009, and the actions described in the preceding clauses (2), (3), (6), (7), (8), (9) (10) and (12) shall be Restricted Payments that
shall be permitted to be taken in accordance with this Section 1009 and shall not reduce the amount that would otherwise be available for Restricted Payments under clause (a)(3) of this
Section 1009. 


        SECTION
1010.    Limitation on Restrictions on Distributions from Restricted Subsidiaries.    


        (a)   The
Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause any consensual restriction on the right of any Restricted Subsidiary
to: 



        (1)   pay
dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or
any other Restricted Subsidiary; 


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


        (3)   transfer
any of its Property to the Company or any other Restricted Subsidiary. 




        (b)   The
limitations set forth in subsection (a) of this Section 1010 will not apply: 



        (1)   with
respect to clauses (1), (2) and (3) of subsection (a) of this Section 1010, to restrictions: 



        (A)  in
effect on the Issue Date (and restrictions pursuant to the Notes, this Indenture, the Notes Guarantees and the Senior Credit Facility); 


        (B)  imposed
on a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restrictions were not created in connection with or in anticipation
of the 




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transaction
or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; 


        (C)  that
result from the Refinancing or subsequent Refinancing of Debt Incurred pursuant to an agreement, instrument or contract referred to in subclause (A), (B),
(E), (F), (H), (I), (J) or (K) of this clause (1) of subsection (b) of this Section 1010, provided that the restrictions existing
under or by reason of any such agreement, instrument or contract are not materially less favorable, taken as a whole, to the Holders than those under the agreement evidencing the Debt so Refinanced; 


        (D)  existing
by virtue of, or arising under, applicable law, regulation, order, approval, license, permit, grant or similar restriction, in each case issued or imposed by a
governmental authority; 


        (E)  under
any agreement, instrument or contract affecting Property or a Person at the time such Property or Person was acquired by the Company or any Restricted Subsidiary,
so long as such restriction relates solely to the Property or Person so acquired and was not created in connection with or in anticipation of such acquisition; 



        (F)  under
or in connection with any joint venture agreements, partnership agreements, stock sale agreements, asset sale agreements and other similar agreements,  provided that any such agreements are entered into
in the ordinary course of business and in good faith and that such restrictions are reasonably
customary for such agreements; 


        (G)  under
any customary provisions with respect to cash or other deposit or net worth requirements under agreements, instruments or contracts entered into in the ordinary
course of business and consistent with past practices; 


        (H)  under
any agreement entered into in connection with the Incurrence of Debt of the type described in clause (j) of the definition of Permitted Debt; 


        (I)   under
any customary provisions under any agreements, instruments or contracts relating to any Receivables Program; 


        (J)   under
any customary provisions under any agreements, instruments or contracts relating to any Synthetic Lease of the Office Campus; 



        (K)  under
any agreement, instrument or contract relating to Debt that is permitted under Section 1008 to be Incurred pursuant to clause (b) of the definition
of Permitted Debt; 


        (L)  under
any agreement, instrument or contract entered into in connection with any transactions relating to tax planning strategies of the Company and its Restricted
Subsidiaries; provided that all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow
agent relating to such tax planning strategies, or any combination of the foregoing parties; and 


        (M) any
restriction with respect to property or assets subject to a Permitted Lien imposed by the secured party. 




        (2)   only
with respect to clause (3) of subsection (a) of this Section 1010 to: 



        (A)  customary
provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements
or rights thereunder; 


        (B)  customary
provisions restricting the sale or other disposition of Property contained in agreements limiting the transfer of Property pending the closing of such sale;
and 




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        (C)  restrictions
on the sale or other disposition of Property acquired, constructed, improved or leased (and any additions, parts, attachments, fixtures, leasehold
improvements, proceeds, improvements or accessions related thereto) in whole or in part under any agreement, instrument or contract relating to Debt permitted under Section 1008 to be Incurred
under clause (c) of the definition of Permitted Debt. 





        SECTION
1011.    Limitation on Liens.    


        (a)   The
Company shall not, and shall not permit any Restricted Subsidiary to, Incur or permit to exist any Lien of any nature whatsoever, other than Permitted Liens or Liens
securing Senior Debt, on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Debt, unless: 



        (1)   if
such Lien secures Senior Subordinated Debt, the Notes or the applicable Notes Guaranty are secured by a Lien in the same properties as those securing such Lien and on
an equal and ratable basis with such Senior Subordinated Debt, and 


        (2)   if
such Lien secures Subordinated Debt, such Lien shall be subordinated to a Lien securing the Notes or the applicable Notes Guaranty in the same properties as those
securing such Lien at the same level of priority as such Subordinated Debt is subordinated to the Notes and the Notes Guarantees. 




        SECTION
1012.    [Intentionally Omitted].    


        SECTION
1013.    Limitation on Asset Sales.    



        (a)   The
Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale unless: 



        (1)   the
Company or such Restricted Subsidiary receives consideration in connection with such Asset Sale at least equal to the Fair Market Value of the Property subject to
such Asset Sale; 


        (2)   at
least 75% of the consideration received by the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of any one or a combination of
the following: (A) cash, Cash Equivalents or Additional Assets, (B) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary in the amounts as shown on
the latest consolidated balance sheet on which such liability appears (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the applicable Notes
Guaranty, as the case may be), as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, (C) securities, notes or other
obligations received by the Company or such Restricted Subsidiary to the extent such securities, notes or other obligations are converted by the Company or such Restricted Subsidiary into cash, Cash
Equivalents or Additional Assets within 90 days of such Asset Sale, and (D) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale if
the Company and all of its Restricted Subsidiaries immediately are released from all Guarantees, if any, of payments or other obligations with respect to such Debt and such Debt is no longer the
liability of the Company or any of its Restricted Subsidiaries; and 


        (3)   in
connection with any Asset Sale for consideration with a value in excess of $50.0 million, the Company delivers an Officers' Certificate to the Trustee
certifying that such Asset Sale complies with clauses (1) and (2) of subsection (a) of this Section 1013. 



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        (b)   The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted
Subsidiary elects (or is required by the terms of any Debt): 



        (1)   to
Repay Senior Debt of the Company or any Notes Guarantor (excluding, in either case, any Debt owed to the Company or an Affiliate of the Company); or 



        (2)   to
reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary). 




        (c)   Any
Net Available Cash from an Asset Sale not used in accordance with subsection (b) of this Section 1013 within 365 days from the date of the
receipt of such Net Available Cash shall constitute "Excess Proceeds." Pending application of any such Net Available Cash within such
365-day period, the Company may temporarily reduce any revolving borrowings that constitute Senior Debt. 



        (d)   When
the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to repurchase the Notes (the
"Prepayment Offer"), which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a  pro rata basis according to
principal amount at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest (the
"Purchase Price"), to, but excluding, the purchase date (the "Purchase Date") (subject to the right of
Holders on the relevant Regular Record Date that is prior to the Purchase Date to receive interest due on the relevant Interest Payment Date). If the Notes delivered for payment exceed, in aggregate
principal amount, the Allocable Excess Proceeds, the Company will purchase such Notes on a pro rata basis. 


        (e)   The
term "Allocable Excess Proceeds" will mean the product of: 



        (1)   the
Excess Proceeds and 


        (2)   a
fraction, 



        (A)  the
numerator of which is the aggregate principal amount of the Notes Outstanding on the date of the Prepayment Offer, and 



        (B)  the
denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of
other Debt of the Company outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Notes and subject to terms and
conditions in respect of Asset Sales similar in all material respects to this Section 1013 and requiring the Company to make an offer to purchase such Debt at substantially the same time as the
Prepayment Offer. 





        (f)    To
the extent that any portion of the amount of Net Available Cash remains after a Prepayment Offer pursuant to subsection (d) of this Section 1013, and  provided that all holders of Notes have
been given the opportunity to tender their Notes for purchase in accordance with this Section 1013, the
Company or such Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds will be reset to zero. 


        (g)   Within
five Business Days after the Company becomes obligated to make a Prepayment Offer, the Company shall give written notice of such Prepayment Offer to each Holder
by first-class mail, postage prepaid, at the address of such Holder appearing in the Note Register, stating, (1) the Purchase Price and the Purchase Date, which date shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed, or such other dates as are necessary to comply with requirements under the Exchange Act or any applicable
securities laws or regulations; (2) that any Note not tendered will continue to accrue interest if interest is then accruing; (3) that, unless the Company defaults in the payment of the
Purchase Price, any Notes accepted for payment pursuant to 


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the
Prepayment Offer shall cease to accrue interest after the Purchase Date; (4) that Holders electing to have any Notes purchased pursuant to a Prepayment Offer shall 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 address specified in the notice prior to the close of business
on the third Business Day preceding the Purchase Date; (5) that Holders shall 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 Purchase 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 its election to have such Notes purchased; (6) that Holders whose Notes are being purchased only in part shall 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; (7) the instructions that
Holders of Notes must follow in order to tender their Notes; (8) the circumstances and facts that the Company deems relevant regarding such Excess Proceeds Offer and (9) such information
regarding the Company and its Subsidiaries that the Company, in good faith, believes will enable the Holders to make an informed decision with respect to such Prepayment Offer. 


        (h)   The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations and any
applicable rules of any securities exchange on which the Notes may be listed in connection with the repurchase of Notes pursuant to this Section 1013. To the extent that the provisions of any
securities laws or regulations or the rules of any securities exchange conflict with provisions of this Section 1013, the Company will comply with the applicable securities laws and regulations
or the rules of any securities exchange and will not be deemed to have breached its obligations under this Section 1013 by virtue of such compliance. 


        SECTION
1014.    Limitation on Transactions with Affiliates.    


        (a)   The
Company shall not, and shall not permit any Restricted Subsidiary to, conduct any business or enter into any transaction or series of transactions (including the
purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an
"Affiliate Transaction"), unless: 



        (1)   the
terms of such Affiliate Transaction are, when viewed together with related Affiliate Transactions, if any, no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that reasonably could be expected to be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company; and 


        (2)   with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, the Company
delivers to the Trustee either a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 1014 and that
such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or an opinion as to the fairness to the Company of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 




        (b)   Notwithstanding
the foregoing limitation, the following shall not be Affiliate Transactions: 



        (1)   any
transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries,  provided that no more than 10% of the total voting power
of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an
Affiliate of the Company (other than a Restricted Subsidiary); 


        (2)   any
Restricted Payment permitted to be made pursuant to Section 1009 or any Permitted Investment; 



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        (3)   the
payment of compensation (including amounts paid pursuant to employee benefit plans), performance or contribution obligations for the personal services of, the
issuance, grant or award of stock options or other equity related interests to, or the granting of indemnification to, officers, directors and employees of the Company or any of the Restricted
Subsidiaries, in the ordinary course of business; 


        (4)   loans
and advances to directors, employees or officers made in the ordinary course of business in compliance with applicable laws and consistent with the past practices
of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $5.0 million in the
aggregate at any one time outstanding; 


        (5)   the
entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement
or other similar arrangement (in each case entered into in the ordinary course of business and consistent with past practice) for or with any employee, officer or director, including vacation, health,
insurance, deferred compensation, retirement, savings or other similar plans; 


        (6)   transactions
to which no other Affiliate of the Company or any Restricted Subsidiary is a party with Permitted Joint Ventures; and 



        (7)   the
payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and indemnification arrangements entered into by
the Company in the ordinary course of business. 




        SECTION
1015.    Repurchase at the Option of Holders upon a Change of Control.    


        (a)   Upon
the occurrence of a Change of Control, each Holder shall 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 a purchase price (the
"Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Change of
Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date). 


        (b)   Within
30 days following any Change of Control, the Company (or at the request of the Company, the Trustee) shall send, by first-class mail, with a copy to the
Trustee, to each Holder at such Holder's address appearing in the Note Register, a notice stating: 



        (1)   that
a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes timely tendered
will be accepted for payment; 


        (2)   the
Change of Control Purchase Price and the repurchase date (the "Change of Control Purchase Date"), which date shall
be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed; 


        (3)   the
circumstances giving rise to the Change of Control; 


        (4)   the
procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to
withdraw an election to tender Notes (or portions thereof) for payment; and 


        (5)   that
on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company,
unless the Company defaults in the payment of the Change of Control Purchase Price. 



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        (c)   The
Company will comply, to the extent applicable, with the requirements of Section 14 (e) of the Exchange Act and any other securities laws or regulations
or rules of any securities exchange on which the Notes may be listed in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations or rules of such securities exchange conflict with the provisions of this Section 1015, the Company, to the extent applicable, will comply with the applicable
securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations under this Section 1015 by virtue of such compliance. 


        SECTION
1016.    Designation of Restricted and Unrestricted Subsidiaries.    



        (a)   The
Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. 


        (b)   If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under clause (a)(3) of
Section 1009 or Permitted Investments, as applicable; provided that Investments in Persons in existence before such Person becomes a Subsidiary
that were Permitted Investments or allowed under Section 1009, will not be deemed to be Investments at the time such Person becomes a Subsidiary and is designated as an Unrestricted Subsidiary.
All such outstanding Investments will be valued at their Fair Market Value at the time of such designation. A designation will be permitted only if such Restricted Payment would be permitted at that
time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 


        (c)   The
Board of Directors may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default or Event of Default. 



        SECTION
1017.    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, whether by way of interest, fee or otherwise, to
any Holder 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 or is paid to
all Holders 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
1018.    Limitation on Layered Debt.    


        The
Company shall not, and shall not permit any Notes Guarantor to, Incur, directly or indirectly, any Debt (including Permitted Debt, but excluding Acquired Debt that is not Incurred in
anticipation of or in connection with the transaction or series of transactions pursuant to which any Person becomes a Restricted Subsidiary of the Company) that is contractually subordinated in right
of payment to any Senior Debt unless such Debt is Senior Subordinated Debt or is contractually subordinated in right of payment to Senior Subordinated Debt. Notwithstanding the foregoing, no Debt of
the Company or any Notes Guarantor shall be deemed to be contractually subordinated in right of payment to any other Debt of the Company or any Notes Guarantor solely by reason of such other Debt
being secured, being Guaranteed, having a shorter maturity of payment or being structurally senior. 


        SECTION
1019.    Available Information.    


        Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall file with the Commission and
provide the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a U.S.
corporation subject to such Sections, such information, documents and reports to be so filed and provided at the 


74







 



times
specified for the filing of such information, documents and reports under such Sections; provided, however, that the Company shall not be so
obligated to file such information, documents and reports with the Commission if the Commission does not permit such filings; provided, further, that
any information accepted for filing by the Commission shall be deemed to have been provided to Holders and the Trustee. 


        If
at any time during the two-year period following the date of original issue of the Notes the Company is not subject to the information requirements of Section 13 or
15(d) of the Exchange Act and the Notes constitute "restricted securities" within the meaning of the Securities Act, the Company will furnish to holders of Notes and prospective purchasers designated
by such holders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with resales of
such Notes. 


        SECTION
1020.    Statement by Officers as to Default; Compliance Certificates.    


        The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which as of the Issue Date is the Saturday nearest September 30) of the Company
ending after the date hereof an Officers' Certificate (in which one of the two Officers signing such certificate is either a principal executive officer, principal financial officer or principal
accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 


        SECTION
1021.    Waiver of Certain Covenants.    


        Subject
to Section 902, the Company may omit in any particular instance to comply with any covenant or condition set forth in Article Eight and Sections 1004 to 1023, inclusive,
Article Eleven, and Section 1306 if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in
full force and effect. 


        SECTION
1022.    Covenants After Fall-Away Event.    



        (a)   Upon
the occurrence of the Fall-Away Event, the Company and its Restricted Subsidiaries will no longer be obligated to comply with the following restrictive
covenants: 1008, 1009, 1010, 1013, 1014, 1015, 1017 and clause (a)(4) of Section 801, of this Indenture (collectively, the "Suspended
Covenants"), and the Company and its Restricted Subsidiaries shall have no obligation or liability in respect of such sections for such period; 


        (b)   In
the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the occurrence of a
Fall-Away Event and, subsequently, one or both of the Rating Agencies withdraw their ratings or downgrade the ratings assigned to the Notes below Investment Grade Ratings or a Default or
Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Compliance with the Suspended Covenants with
respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with Section 1009 as though such
Section 1009 had been in effect during the entire period of time from the Issue Date. 


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ARTICLE ELEVEN
  REDEMPTION OF NOTES    
    


        SECTION
1101.    Right of Redemption.    


        (a)   All
or any portion of the Notes may be redeemed, at once or over time, at the election of the Company, at any time on or after            ,        , at
the
Redemption Prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing
on                        of the years
set forth below: 



	Year
 
	 	Redemption

Price
	 
	 	 	            	%
	 	 	            	%
	 	 	            	%
	and thereafter	 	100.000	%






        (b)   All
or any portion of the Notes may be redeemed at once or over time at the election of the Company, at any time prior to            ,        , at a
Redemption Price equal to the sum of (1) the principal amount of the Notes to be redeemed, plus (2) accrued and unpaid interest to, but excluding, the Redemption Date (subject to the
right of Holders on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant Interest Payment Date) plus (3) the Make-Whole
Premium. 


        (c)   At
any time and from time to time, prior to            ,        , the Company may redeem up to a maximum of 35% of the aggregate principal amount of the
Notes
(including any Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings at a redemption price equal to    % of the principal amount
of such Notes, plus accrued and unpaid interest thereon to but excluding the Redemption Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on
the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount
of the Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity
Offering upon not fewer than 30 nor more than 60 days' prior notice. 


        SECTION
1102.    Applicability of Article.    


        Redemption
of Notes at the election of the Company, as permitted by any provision of this Indenture, shall be made in accordance with this Article. 


        SECTION
1103.    Election to Redeem; Notice to Trustee.    



        The
election of the Company to redeem any Notes pursuant to Section 1201 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of the
Notes, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, the principal amount of Notes to be redeemed and the subsection of this Indenture pursuant to which redemption shall occur. In the case of (a) any redemption pursuant to
subsection 1101(c), the Company shall also furnish to the Trustee at the same time as the notification of the Redemption Date, an Officers' Certificate stating that the Company is entitled to effect
such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company so to redeem have occurred or been satisfied and, (b) in
case of a redemption pursuant to subsection 1101(b), the 


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Company
shall furnish to the Trustee an Officers' Certificate stating the Redemption Price no later than two Business Days prior to the Redemption Date. 


        SECTION
1104.    Selection by Trustee of Notes to be Redeemed.    



        (a)   If
less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes of a denomination larger than $1,000; provided that the
Trustee shall select the Notes to be redeemed on as nearly a pro rata basis as is practicable. 



        (b)   The
Trustee shall promptly notify the Company and each Note Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed. 


        (c)   For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes
redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed. 


        SECTION
1105.    Notice of Redemption.    



        (a)   Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder to be redeemed, at his address appearing in the Note Register. 


        (b)   All
notices of redemption shall state: 



        (1)   the
Redemption Date and the CUSIP or ISIN number, of the Notes, as applicable; 


        (2)   the
calculation of the Redemption Price, but need not include the Redemption Price itself if the redemption is pursuant to subsection 1101(b); 



        (3)   whether
the redemption is being made pursuant to subsection 1101(a), (b) or (c) and if being made pursuant to subsection 1101(c), a brief statement setting
forth the facts showing that the condition or conditions precedent to the right of the Company so to redeem have occurred or been satisfied; 


        (4)   if
less than all the Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Notes to
be redeemed; 


        (5)   that
on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that interest thereon will cease to accrue on and
after said date; and 


        (6)   the
place or places where such Notes are to be surrendered for payment of the Redemption Price. 




        (c)   At
the Company's request (which request may be revoked by the Company at any time prior to the time at which the Trustee shall have given such notice to the Holders),
made in writing to the Trustee at least 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to the Redemption Date. The Trustee shall give the notice of redemption in
the name and at the expense of the Company. If, however, the Company gives such notice to the Holders, the Company shall concurrently deliver a copy of such notice to the Trustee. 


        (d)   Notice
of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect
therein, shall not affect the 


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validity
of the proceedings for the redemption of the Notes held by Holders to whom such notice was properly given. 


        SECTION
1106.    Deposit of Redemption Price.    


        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Notes which are to be redeemed on that date. 


        SECTION
1107.    Notes Payable on Redemption Date.    


        (a)   Notice
of redemption having been given as provided in Section 1205, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.
Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to, but excluding, the
Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders registered as such at the close of business on the Regular Record Dates. 


        (b)   If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate provided by the Note in accordance with Section 307. 


        SECTION
1108.    Notes Redeemed in Part.    



        Any
Note which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Note without service charge, a new Note or
Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Note so surrendered. 


 
 

ARTICLE TWELVE
  GUARANTEES    
    


        SECTION
1201.    Notes Guarantee.    


        (a)   Subject
to the provisions of this Article Twelve, each Notes Guarantor, jointly and severally, hereby fully and unconditionally guarantees to each holder of a Note
authenticated and delivered by the Trustee and to the Trustee, irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder: 



        (1)   the
due and punctual payment of the principal of (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by
acceleration, call for redemption or otherwise (subject to any applicable grace period); 


        (2)   the
due and punctual payment of interest on the overdue principal and premium, if any, of, and interest on, the Notes, if lawful; 



        (3)   the
due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Company under this Indenture and the Notes; and 



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        (4)   in
case of any extension of time of payment or renewal of any Notes or any of such other obligations under this Indenture or under the Notes, the due and punctual
payment or performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption or
otherwise. 




        (b)   Failing
payment when due by the Company of any amount so Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same
immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Notes Guarantee, and shall entitle the Holders or the Trustee to accelerate the
obligations of the Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. 



        (c)   Each
Notes Guarantor hereby agrees that (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes, this Indenture or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any
waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture or the Notes, the recovery of any judgment against the Company or any its
Subsidiaries, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of the
Notes) and (2) subject to Section 1207, each Notes Guarantee will not be discharged except by complete performance of the obligations of the Company under the Notes and this Indenture. 


        (d)   The
Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or
reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's
assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 


        (e)   Each
Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the
event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the
Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes and any right, protest, notice and all demands whatsoever. 


        (f)    If
any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other
obligor under this Indenture or the Notes or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other
obligor under this Indenture or the Notes to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. 



        (g)   Each
Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations of the Company guaranteed hereby may be accelerated as provided in Article Five for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition
preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Article Five,
those obligations (regardless of whether 


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due
and payable) will forthwith become due and payable by each of the Notes Guarantors for the purpose of the Notes Guarantees. 


        (h)   No
shareholder, officer, director, employee or incorporator, past, present or future, of any Notes Guarantor, as such, shall have any personal liability under this Notes
Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator. 


        SECTION
1202.    Execution and Delivery of the Notes Guarantees.    



        (a)   To
evidence the Notes Guarantees set forth in Section 1201, the Company and each Notes Guarantor hereby agrees that: 



        (1)   a
notation of the Notes Guarantees substantially as set forth on Exhibit E hereto shall be endorsed on each Note authenticated and delivered by the Trustee; 


        (2)   such
endorsement shall be executed on behalf of each Notes Guarantor by any one officer of such Notes Guarantor; and 




        (b)   Each
Notes Guarantor hereby agrees that its Notes Guarantee set forth in Section 1201 shall remain in full force and effect notwithstanding any failure to endorse
on each Note a notation of such Notes Guarantee. 


        (c)   If
an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Notes on which a Notes Guarantee is endorsed,
the Notes Guarantee shall nevertheless be valid. 


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


        (e)   Such
signatures upon this Indenture may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on this Indenture. 


        SECTION
1203.    Limitation on Notes Guarantors' Liability.    


        Each
Notes Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Notes Guarantor pursuant to its
Notes Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the Holders and the Notes Guarantors hereby
irrevocably agree that the obligations of each Notes Guarantor under its Notes Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Notes Guarantor and to any collections from or payments made by or on behalf of any other Notes Guarantor in respect of the obligations of such other Notes Guarantor under its
Notes Guarantee, result in the obligations of such Notes Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not
rendering a Notes Guarantor insolvent. 


        SECTION
1204.    Rights under the Notes Guarantees.    



        (a)   Until
payment in full of the Notes, no payment by any Notes Guarantor pursuant to the provisions hereof shall give rise to any claim of the Notes Guarantor against the
Trustee or any Holder. 


        (b)   Each
Notes Guarantor waives notice of the issuance, sale and purchase of the Notes and notice from the Trustee or the Holders from time to time of any of the Notes of
their acceptance and reliance on its Guaranty. 


        (c)   No
set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature (other than performance by the Notes Guarantors of
their obligations hereunder) that any 


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Notes
Guarantor may have or assert against the Trustee or any Holder shall be available hereunder to such Notes Guarantor. 


        (d)   Each
Notes Guarantor shall pay all reasonable costs, expenses and fees, including all reasonable attorneys' fees, that may be incurred by the Trustee in enforcing or
attempting to enforce the Notes Guarantees or protecting the rights of the Trustee or the Holder, if any, in accordance with this Indenture. 



        SECTION
1205.    Primary Obligations.    


        The
obligations of each Notes Guarantor hereunder shall constitute a guaranty of payment and not of collection. Each Notes Guarantor agrees that it is directly liable to each Holder
hereunder, that the obligations of each Notes Guarantor hereunder are independent of the obligations of the Company or any other Notes Guarantor, and that a separate action may be brought against each
Notes Guarantor, whether such action is brought against the Company or any other Notes Guarantor or whether the Company or any other Notes Guarantor is joined in such action. Each Notes Guarantor
agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Trustee or the Holders of whatever remedies they may have against the Company
or any other Notes Guarantor or the enforcement of any lien or realization upon any security the Trustee may at any time possess. Each Notes Guarantor agrees that any release that may be given by the
Trustee or the Holders to the Company or any other Notes Guarantor shall not release such Notes Guarantor. 


        SECTION
1206.    Notes Guarantee by Future Domestic Subsidiaries.    



        (a)   The
Company shall cause each Person that is or becomes a Domestic Restricted Subsidiary having assets with a net book value of greater than $1.0 million and that,
directly or indirectly, Guarantees the payment, or pledges any of its Property to secure the payment, of other Debt of the Company or any other Subsidiary (other than Unregistered Senior Debt and Debt
under the Senior Credit Facility) to execute and deliver the Trustee a supplemental indenture hereto providing for a Notes Guarantee, on an unsecured, senior subordinated basis, at the time such
Restricted Subsidiary issues such Guarantee or pledge. 


        (b)   Notwithstanding
the foregoing, (i) Restricted Subsidiaries that are special purpose entities established solely in connection with any Receivables Program or in
connection with any Synthetic Lease or Sale or Leaseback Transaction relating to the Office Campus shall not be required to Guarantee the Notes and (ii) if the 10.375% Senior Secured Notes are
repaid in full, the Guarantees of all Notes Guarantors will be released, which will then result in the Notes Guarantors being released, provided that as
a result of such release the Notes Guarantors cease to Guarantee any obligations pursuant to the 6.75% Senior Subordinated Notes or any other Debt of the Company or any other Subsidiary (other than
Unregistered Senior Debt and Debt under the Senior Credit Facility). 


        (c)   The
Company hereby covenants and agrees that, immediately following the release of the Notes Guarantors under this Indenture, the Company shall cause to be released the
Guarantees of the Notes Guarantors under the indenture governing the 6.75% Senior Subordinated Notes; provided, however, and notwithstanding anything to
the contrary contained in this Section 1206, in the event that, subsequent to the release of the Guarantees of the Notes Guarantors under the indenture governing the 6.75% Senior Subordinated Notes as
provided herein, any such Guarantees shall be reinstated, upon such reinstatement the Notes Guarantees shall also be reinstated. 


        (d)   The
Company shall deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, to the effect that (A) such supplemental indenture
has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and (B) such supplemental indenture constitutes the legal, valid, binding and enforceable obligations of
such Domestic Restricted Subsidiary, subject to customary exceptions and carve-outs applicable to other similar opinions. 


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        (e)   The
fact that any Note may fail to have endorsed thereon a Notes Guarantee executed by a Notes Guarantor shall not affect the validity or enforceability of such Notes
Guarantee against such Notes Guarantor. 


        SECTION
1207.    Release of Notes Guarantors.    


        (a)   A
Notes Guarantor shall be released from all of its obligations under its Notes Guarantee and this Indenture: 



        (1)   in
connection with any sale or other disposition of all or substantially all of the assets or all of the Capital Stock of that Notes Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary of the Company, if such sale or other
disposition is in compliance with Section 1013; 


        (2)   upon
the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the terms of this Indenture; 


        (3)   upon
the delivery by the Company to the Trustees of an Officers' Certificate certifying that the net book value of the assets of such Notes Guarantor is equal to or less
than $1.0 million; 


        (4)   upon
the release of a Notes Guarantor from its Guarantee under all other Debt of the Company and its Subsidiaries other than the 63/4% Senior Subordinated
Notes, Unregistered Senior Debt and Debt under the Senior Credit Facility; or 


        (5)   upon
the repayment of the 10.375% Senior Secured Notes, in accordance with the terms of Section 1206(b)(ii); 




and
in each case other than a release pursuant to clause (4) of this subsection (a) the Company has delivered to the Trustee an Officers' Certificate, each stating that all conditions
precedent herein provide for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. 


        (b)   If
all of the conditions to release contained in this Section 1207 have been satisfied, the Trustee shall execute any documents reasonably requested by the
Company or any Notes Guarantor in order to evidence the release of such Notes Guarantor from its obligations under its Notes Guarantee under this Article Twelve. 


 
 

ARTICLE THIRTEEN
  DEFEASANCE AND COVENANT DEFEASANCE    
    



        SECTION
1301.    Company's Option to Effect Defeasance or Covenant Defeasance.    


        The
Company may at its option, by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the Outstanding Notes upon compliance with the
conditions set forth below in this Article Thirteen. 


        SECTION
1302.    Defeasance and Discharge.    



        Upon
the Company's exercise of the option provided in Section 1301 applicable to this Section 1302, the Company and the Notes Guarantors shall be deemed to have been
discharged from their obligations with respect to the Outstanding Notes and this Indenture on the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company and the Notes Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Notes and the Company and the Notes Guarantors will be deemed to have satisfied all of their other obligations under such Notes, the Notes Guarantees and
this Indenture insofar as such Notes and Notes Guarantees are concerned (and the Trustee, at the 


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expense
of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of such Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1304, payments in respect of the principal of (and
premium, if any) and interest on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Sections 305, 306, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this
Section 1302 notwithstanding the prior exercise of its option under Section 1303. 


        SECTION
1303.    Covenant Defeasance.    


        Upon
the Company's exercise of the option provided in Section 1301 applicable to this Section 1303, (a) the Company and the Notes Guarantors shall be released from
their obligations under Sections 1005 through 1019 inclusive, Section 1206 and clause (a)(4) of Section 801, (b) the occurrence of an event specified in Sections 501(a)(3)
(with respect to clause (a)(4) of Section 801), 501(a)(4) (with respect to any of Sections 1008 through 1014, inclusive, Sections 1016, 1018 and 1206), 501(a)(5), 501(a)(6), 501(a)(7)
(with respect to Significant Subsidiaries or Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary), and 501(a)(8) through 501(a)(10), inclusive,
shall not be deemed to be an Event of Default (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that the Company
and its Restricted Subsidiaries may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such Section, Clause or Article, whether directly or indirectly by reason of any reference elsewhere herein
to any such Section, Clause or Article or by reason of any reference in any such Section, Clause or Article to any other provision herein or in any other document, but the remainder of this Indenture
and such Notes shall be unaffected thereby. 


        SECTION
1304.    Conditions to Defeasance or Covenant Defeasance.    


        The
following shall be the conditions to application of either Section 1302 or Section 1303 to the then Outstanding Notes: 


        (a)   The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall
agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, dedicated solely to the benefit of the Holders
of such Notes, (1) money in an amount, or (2) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money in an amount, or (3) a combination thereof, sufficient to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, the principal of (premium, if any,) and each installment of interest on the Outstanding Notes on the Stated Maturity (or Redemption Date, if
applicable) of such principal or installment of interest in accordance with the terms of this Indenture and of such Notes; 



        (b)   The
Company delivers a certificate to the Trustee (or other qualifying trustee) from a nationally recognized firm of independent registered public accountants expressing
their opinion that the amounts deposited pursuant to subsection (a) of this Section 1304 (without reinvestment on the deposited money or U.S. Government Obligations or combination
thereof) will provide cash at such times and in such amounts as will be sufficient to pay principal (premium, if any) and interest when due on all the Notes to Stated Maturity or redemption, as the
case may be; 


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        (c)   In
the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United
States stating that: 



        (1)   the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 


        (2)   since
the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, 




to
the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred; 


        (d)   In
the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United
States to the effect that the Holders of the Outstanding Notes will not recognize gain or loss for U.S. Federal income tax purposes as a result of such deposit and covenant defeasance and will be
subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; 


        (e)   Such
defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 608 and for purposes of the Trust
Indenture Act with respect to any securities of the Company; 


        (f)    No
Default or Event of Default of the Company or such Person making the deposit in clause (a) shall have occurred and be continuing on the date of such deposit
or, insofar as clause 501(a)(7) is concerned, at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period); 


        (g)   The
Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that such deposit shall not cause the
trust so created to be subject to the Investment Company Act of 1940; 


        (h)   Such
deposit, defeasance or covenant defeasance and discharge shall not result in a breach or violation of, or constitute a default under, any other material agreement
or instrument to which the Company is a party or by which the Company is bound; 



        (i)    The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this
Indenture relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with; and 


        Upon
satisfaction of the above conditions in order to effect a defeasance or conveyance defeasance, all Notes Guarantors will be fully and unconditionally released from their obligations
under this Indenture. 


        SECTION
1305.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.    


        (a)   Subject
to the provisions of the last subsection of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 1404 in respect of the Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any 


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Paying
Agent (including the Company acting as its own 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 (and
premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. 


        (b)   The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against any U.S. Government Obligations deposited pursuant to
Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. 


        (c)   Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or
U.S. Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. 



        SECTION
1306.    Reinstatement.    


        If
the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes, and the obligations of the Notes Guarantors under the Notes
Guarantees, shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1302 or 1303;  provided, however, that if the Company makes any payment of principal of, and premium, if any, or interest on any Note following the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or the Paying Agent. 


 
 

ARTICLE FOURTEEN
  SUBORDINATION    
    


        SECTION
1401.    Agreement to Subordinate.    



        The
Company agrees, and each Holder by accepting a Note agrees, that the payment of principal of, premium, if any, and interest on and all other amounts payable in respect of, the Notes
is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen and subject to the provisions of Article Thirteen hereof, to the payment when due in cash of all
Senior Debt of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt. The Notes shall in all respects rank pari
passu with all future Senior Subordinated Debt of the Company and senior to all existing and future Subordinated Debt of the Company. All provisions of this Article Fourteen
shall be subject to Section 1412. 


        SECTION
1402.    Liquidation, Dissolution, Bankruptcy.    


        (a)   Upon
any payment or distribution of the assets of the Company upon a total or partial liquidation, dissolution or winding up of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Company or Property or upon an assignment for the benefit of creditors or the marshaling of its assets and liabilities,
the holders of Senior Debt will be entitled to receive payment in full in cash before the Holders are entitled to receive any payment of principal of, premium, if any, or interest on, or any other
amount payable to Holders in respect of, the Notes, except that Holders may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in
Section 1412 hereof; and 


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        (b)   Until
the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but for this Article Fourteen will be made to holders of the Senior
Debt as their interests may appear (except that Holders may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in
Section 1412 hereof; provided that (i) no Holder shall have the right to receive and retain any such Permitted Junior Securities if the existence of such right would have the effect of
causing the Notes to be treated in the same class of claims as the Senior Debt or any class of claims which is pari passu with such Senior Debt and
(ii) holders of Senior Debt shall be entitled to receive any cash payments made to any Holder on the account of Permitted Junior Securities until all Obligations in respect of Senior Debt have
been paid in full in cash). 


        SECTION
1403.    Default on Senior Debt.    



        (a)   The
Company may not pay (except in Permitted Junior Securities or from the trust described in Section 1412 and Article Thirteen hereof) principal of, or premium,
if any, or interest on, or any other amounts payable in respect of, the Notes, or make any deposit pursuant to Section 1304, and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Notes") if (i) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid within any applicable grace period (including at
maturity), or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms, unless, in either case, (A) the default has
been cured or waived and any such acceleration has been rescinded or (B) such Senior Debt has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to
the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt or, if there is no Representative, from the holders of
such Senior Debt. 


        (b)   During
the continuance of any default (other than a default described in clause (a)(i) or (ii) above) with respect to any Designated Senior Debt
pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period,
the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written
notice of such default from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election
to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter, unless such Payment Blockage Period is earlier
terminated by written notice to the Trustee and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated
Senior Debt that gave such Payment Blockage Notice, (i) because such default is no longer continuing, or (ii) because such Designated Senior Debt has been repaid in full in cash. Not
more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with
respect to one or more issues of Designated Senior Debt during such period. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to
the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a
Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes,
including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and such acceleration has not been rescinded. 



        (c)   The
Company shall give prompt written notice to the Trustee of any default in the payment after the expiration of the cure period, if any, of any Senior Debt or any
acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give 


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such
notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article Fourteen. 



        SECTION
1404.    Acceleration of Payment of Securities.    


        If
payment of the Notes is accelerated when any Designated Senior Debt is outstanding, the Company may not pay the Notes until three Business Days after the Representatives of all issues
of Designated Senior Debt or, if there is no Representative, the holders of such Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture
otherwise permits payment at that time. 


        SECTION
1405.    When Distribution Must Be Paid Over.    



        If
a payment or distribution is made to Holders or to the Trustee for the benefit of Holders that, due to this Article Fourteen, should not have been made to them, such Holders or the
Trustee will be required to hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear. 


        SECTION
1406.    Subrogation.    


        After
all Senior Debt is paid in full and until the Notes are paid in full, Holders shall be subrogated (equally and ratably with all other Debt that is pari
passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the
Holders have been applied to the payment of Senior Debt. A distribution made under this Article Fourteen to holders of Senior Debt that otherwise would have been made to Holders is not, as between the
Company and Holders, a payment by the Company on such Senior Debt. 


        SECTION
1407.    Relative Rights.    


        This
Article Fourteen defines the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall: 



        (a)   impair,
as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest on,
the Notes in accordance with their terms; 


        (b)   affect
the relative rights of Holders and creditors of the Company other then their rights in relation to holders of Senior Debt; or 


        (c)   prevent
the Trustee or any Holder from exercising its available remedies upon a Default or an Event of Default, subject to the rights of holders of Senior Debt to
receive distributions otherwise payable to Holders. 


        SECTION
1408.    Subordination May Not Be Impaired by Company.    


        No
right of any holder of Senior Debt to enforce the subordination of the Debt evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to
comply with this Indenture. 


        SECTION
1409.    Rights of Trustee and Paying Agent.    



        Notwithstanding
Section 1403, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer receives notice satisfactory to it that payments may not be
made under this Article Fourteen. The Company, the Note Registrar or co-registrar, the Paying Agent, a Representative or a 


87







 



holder
of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt has a Representative, only the Representative may give the notice. 


        The
Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and
the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Debt that may at any time be held by
it, to the same extent as any other holder of such Senior Debt; and nothing in Article Six shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 607. 


        SECTION
1410.    Distribution or Notice to Representative.    


        Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative (if any). 


        SECTION
1411.    Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate.    



        Nothing
in this Article Fourteen shall prevent an Event of Default in accordance with Article Five or have any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Notes or to exercise the rights and remedies in Article Five. 


        SECTION
1412.    Trust Moneys Not Subordinated.    


        Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds of non-callable U.S. Government Securities held in trust under Article Thirteen
by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article
Fourteen, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the Company. 


        SECTION
1413.    Trustee Entitled to Rely.    


        Upon
any payment or distribution pursuant to this Article Fourteen, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 1402 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (c) upon a certificate of the Representative of the holders of Senior Debt or, if there is no Representative, the holders of Senior
Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt and other Debt of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this Article Fourteen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment. The provisions of Section 601 and 603 shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article Fourteen. 


        SECTION
1414.    Trustee to Effectuate Subordination.    



        Each
Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination
between the 


88







 



Holders
and the holders of Senior Debt as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes. 


        SECTION
1415.    Trustee Not Fiduciary for Holders of Senior Debt.    



        The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall mistakenly pay over or distribute to
Holders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article Fourteen or otherwise, except if such mistake was the result
of the Trustee's gross negligence or willful misconduct. 


        SECTION
1416.    Reliance by Holders of Senior Debt on Subordination Provisions.    



        Each
Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any
Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of
such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 


        SECTION
1417.    Subordination of Notes Guarantor.    



        The
Notes Guaranty of each Notes Guarantor will be subordinated to Senior Debt of such Notes Guarantor to the same extent and in the same manner as the Notes are subordinated to Senior
Debt of the Company. 





        This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 


89










        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 



	 	 	The Trustee
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

    
 Name:

Title:











	 	 	The Company
	

 	
 	

SANMINA-SCI CORPORATION
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	

By:	

    
 Name:

Title:











	 	 	Notes Guarantors
	

 	
 	

COMPATIBLE MEMORY, INC.

HADCO CORPORATION

HADCO SANTA CLARA, INC.

INTERAGENCY, INC.

NEWISYS, INC.

SANMINA-SCI ENCLOSURE USA INC.

SANMINA-SCI SYSTEMS (ALABAMA) INC.

SANMINA-SCI SYSTEMS ENCLOSURES

        (DENTON) INC.

SANMINA-SCI SYSTEMS HOLDINGS, INC.

SANMINA-SCI USA, INC.

SCI SYSTEMS, INC.

SCI TECHNOLOGY, INC.

SCIMEX, INC.

VIKING INTERWORKS INC.
	

 	
 	

All By:	

    
 Name:

Title:











	 	 	Notes Guarantors
	

 	
 	

SCI PLANT NO. 5, L.L.C.
	

 	
 	

By:	

 
	

 	
 	

SANMINA-SCI SYSTEMS (ALABAMA) INC.,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:











	 	 	Notes Guarantors
	

 	
 	

SCI PLANT NO. 22, L.L.C.
	

 	
 	

By:	

 
	

 	
 	

SCI TECHNOLOGY, INC.,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:











	 	 	Notes Guarantors
	

 	
 	

SANMINA GENERAL, L.L.C.

SANMINA LIMITED, L.L.C.
	

 	
 	

All by:
	

 	
 	

SANMINA-SCI CORPORATION,

their Sole Member
	

 	
 	

By:	

    
 Name:

Title:











	 	 	Notes Guarantors
	

 	
 	

SANMINA TEXAS, L.P.
	

 	
 	

By:	

SANMINA GENERAL, L.L.C.,

its General Partner
	

 	
 	

 	

By:	

SANMINA-SCI CORPORATION,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:










   EXHIBIT A  


[FACE
OF NOTE] 


[APPLICABLE
LEGENDS PURSUANT TO SECTION 305(C)] 


SANMINA-SCI
CORPORATION 


%
Senior Subordinated Note due                        , 


[CUSIP]
[ISIN] [________] 



	No. ______	 	$ __________





        SANMINA-SCI CORPORATION, a Delaware corporation (the "Company," which term includes any successor Person under the Indenture hereinafter referred to),
for value received, promises to pay to                        , or its registered assigns, the principal amount
of                        ($            ) [If
this Note is a
Global Note, then insert—(such principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the
principal amounts of all other Outstanding Notes, shall not exceed the sum of (a) $                        plus (b) the
principal amount of any Additional Notes issued pursuant to the
within-mentioned Indenture) by adjustments made on the records of the Trustee referred to in the Indenture)]
on                        ,             . 


        Interest
Payment
Dates:                        and                
        . 


        Regular
Record
Dates:                        and                
        . 



        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


        The
Notes Guarantors that are parties to the Indenture, and their successors under the Indenture, have jointly and severally, fully and unconditionally, guaranteed the payment of
principal of, premium, if any, and interest on the Notes. 


        IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers. 



	 	 	The Company	 	 
	

 	
 	

SANMINA-SCI CORPORATION	
 	

 
	

 	
 	

By:	

    
 Name:

Title:	
 	

 
	

 	
 	

By:	

    
 Name:

Title:	
 	

 




(Trustee's
Certificate of Authentication) 


        This
is one of the            % Senior Subordinated Notes
due                        ,
                        described in the within-mentioned Indenture. 



	Date:	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee	 	 
	

 	
 	

By:	

    
 Authorized Signatory	
 	

 




A-1







 
[REVERSE SIDE OF NOTE] 


SANMINA-SCI
CORPORATION 


%
Senior Subordinated Note due                        ,
            


	1.
	Principal and Interest. 



        The
Company will pay the principal amount of this Note on                        ,
             . 


        The
Company promises to pay interest semiannually in arrears on the principal amount of this Note on each Interest Payment Date at the rate per annum shown above, commencing on
                        ,             . Interest on the Notes
will accrue from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly
provided for, from                        ,             .
Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


        The
Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is equal
to         %. 


	2.
	Method of Payment. 




        The
Company will pay principal as provided above and interest (except Defaulted Interest) on the principal amount of the Notes as provided above on each            and
            , to the Persons who are Holders (as reflected in the Note Register at the close of business on
the            or            immediately preceding the Interest Payment Date,
such date referred to herein as the "Regular Record Date"), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date. 



        The
Company will pay principal (and premium, if any), and as provided above, interest, in money of the United States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal (and premium, if any), and interest by its check payable in such money. It may mail an interest check to a Holder's registered address (as
reflected in the Note Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period if and to the extent the required payment is made on the next succeeding Business Day. 


	3.
	Paying Agent and Note Registrar. 




        Initially,
the Trustee will act as authenticating agent, Paying Agent and Note Registrar. The Company may change any authenticating agent, Paying Agent or Note Registrar without notice.
The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-Note Registrar. 


	4.
	Indenture; Limitations. 



        The
Company issued the Notes under an Indenture among the Company, each of the Notes Guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee") dated as of
                        ,             (the "Indenture").
Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act
for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control. 


        The
Notes are senior subordinated obligations of the Company. 


A-2







 



        The
Company may, subject to the provisions of the Indenture and applicable law, issue Additional Notes under the Indenture. 


	5.
	Optional Redemption. 





        Except
as set forth below, the Notes will not be redeemable at the option of the Company prior to            ,             .
Starting on that date, the Company may redeem
all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. 


        The
Notes may be redeemed in whole or in part at the election of the Company, at any time and from time to time on or
after                        ,             , at the Redemption
Prices set forth below, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date). The following Redemption Prices (expressed as percentages of principal amount) are for the Notes redeemed during the 12-month period commencing on
            of the years set forth below: 



	Year
 
	 	Redemption Price

	        	 	%
	        	 	%
	        	 	%
	        and thereafter	 	100.000%






        At
any time and from time to time prior to                        ,
             , the Company may redeem all or any portion of the Notes after giving the required notice under the
Indenture, at a Redemption Price equal to the sum of: 



        (a)   the
principal amount of the Notes to be redeemed, plus 


        (b)   accrued
and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on the relevant Interest Payment Date), plus 


        (c)   the
Make-Whole Premium (as defined in the Indenture). 




        In
addition, at any time and from time to time, prior to                        ,
             , the Company may redeem up to a maximum of 35% of the aggregate principal amount of the
Notes (including any Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings at a Redemption Price equal to        % of the principal
amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such
Equity Offering upon not fewer than 30 nor more than 60 days' prior notice. 



        In
the event of redemption or purchase of this Note in part only, a new Note or Notes for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof. 


	6.
	Repurchase upon Change of Control. 



        Upon
the occurrence of any Change of Control, each Holder shall have the right to require the Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at
the Change of Control Purchase Price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change of Control Purchase Date. 


A-3







 



        A
notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder by first-class mail at its last address as it appears in the
Note Register. Notes in original denominations larger than $1,000 may be sold to the Company in part (equal to $1,000 or an integral multiple of $1,000). On and after the Change of Control Purchase
Date, interest shall cease to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the Change of Control Purchase Price. 


	7.
	Denominations; Transfer; Exchange. 





        The
Notes are in registered form without coupons in denominations of $1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange
of Notes in accordance with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part. Also, it need not issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of Notes selected for redemption. 


	8.
	Persons Deemed Owners. 



        A
Holder shall be treated as the owner of a Note for all purposes. 


	9.
	Amendment; Supplement; Waiver. 




        Subject
to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Outstanding Notes,
and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of Outstanding Notes. Without notice to or the
consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency and make any change that
does not adversely affect the rights of any Holder. 


	10.
	Restrictive Covenants. 





        The
Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to Incur additional Debt, make Restricted Payments, suffer to
exist restrictions on the ability of Restricted Subsidiaries to make certain payments to the Company, engage in transactions with Affiliates, suffer to exist or incur Liens, use the proceeds from
Asset Sales, or merge, consolidate or transfer substantially all of their assets. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof an Officers' Certificate (in which one of the two Officers signing such certificate is either a principal executive officer, principal financial officer or principal
accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and
conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. During a Suspension Period, the Company will not be subject to a majority of these restrictive covenants. 


	11.
	Subordination



        The
Notes and Notes Guarantees are subordinated to Senior Debt to the extent set forth in the Indenture. 


A-4







 


	12.
	Successor Persons. 



        When
a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations
except in limited circumstances described in the Indenture. 


	13.
	Defaults and Remedies. 





        The
Indenture sets forth events that constitute an Event of Default under the Indenture. If an Event of Default shall occur and be continuing, there may be declared due and payable the
principal amount (together with accrued and unpaid interest) on the Notes in the manner and with the effect provided in the Indenture. If certain bankruptcy or insolvency events occur and continue
with respect to the Company or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary, the Notes shall automatically become due and payable in
accordance with the terms of the Indenture. 


	14.
	Notes Guarantee. 



        The
Company's obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Notes Guarantors as such Notes Guarantors may change from time to time
in accordance with the terms of the Indenture. 


	15.
	Designation as Senior Debt. 



        The
Notes are designated senior debt for purposes of the Zero Coupon Debentures and the Company's Guaranty of the 3% Convertible Subordinated Notes Due 2007 issued by SCI
Systems, Inc. The Notes Guaranty by SCI Systems, Inc. is designated senior debt for purposes of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc. 


	16.
	Trustee Dealings with the Company. 



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


	17.
	No Recourse Against Others. 





        No
incorporator or any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company, the Notes Guarantors
or of any successor Person shall have any liability for any obligations of the Company or the Notes Guarantors under the Notes, the Notes Guarantees or the Indenture 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 and the Notes Guarantees. 


	18.
	Authentication. 



        This
Note shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Note. 


	19.
	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). 



        The
Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Sanmina-SCI Corporation, 2700 North First
Street, San Jose, California 95134. 


	20.
	Governing Law. 



        This
Note shall be governed by and construed in accordance with the laws of the State of New York. 


A-5







 
[FORM
OF TRANSFER NOTICE] 


        FOR
VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 


Insert Taxpayer Identification No.  



	

 Please print or typewrite name and address including zip code of assignee
	

 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	

 attorney to transfer said Note on the books of the Company with full power of substitution in the premises.




A-6







 
OPTION OF HOLDER TO ELECT PURCHASE 


        If
you wish to have this Note purchased by the Company pursuant to Section 1103 or 1105 of this Indenture, check the Box: o 



        If you wish to have a portion of this Note purchased by the Company pursuant to Section 1103 or 1105 of the Indenture, state the principal amount:
$_______________. 


Date: 


Your
Signature:    ____________________________________________________

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



Signature
Notes Guarantee: __________________________________




Signature
must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit union) with membership in an approved signature medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15). 


A-7








  



 
 

EXHIBIT B—Form
  Of Notes Guarantee    



 
 

GUARANTEE    
    


        For good and valuable consideration received from the Company by the undersigned (hereinafter referred to as the "Notes
Guarantors," which term includes any successor or additional Notes Guarantors), the receipt and sufficiency of which is hereby acknowledged, subject to Section 1203 of
the Indenture, each Notes Guarantor, jointly and severally, hereby unconditionally guarantees, irrespective of the validity or enforceability of the Indenture, the Notes or the obligations of any
party under the Notes or the Indenture, (a) the due and punctual payment of the principal of (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest
Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period), (b) the due and punctual payment of interest on the overdue principal and premium, if
any, of the interest on, the Notes, if lawful, (c) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Company under the Notes
and the Indenture, all in accordance with the terms set forth therein and (d) in case of any extension of time of payment or renewal of any Notes or any of such other obligations under the
Notes or the Indenture, the due and punctual payment or performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, call for redemption or otherwise. 


        No
past, present or future director, officer, employee, incorporator, stockholder, members or controlling person of the Notes Guarantor (or any successor entity), as such, shall have any
liability under this Notes Guarantee for any obligations of the Notes Guarantor under the Notes or the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting the Note to which this Notes Guarantee is attached waives and releases all such liability. 


[Signatures
on following pages] 


B-1







 

        IN
WITNESS WHEREOF, each of the Notes Guarantors has caused this Notes Guarantee to be signed by a duly authorized officer. 



	Date:                   ,	 	Notes Guarantors
	

 	
 	

COMPATIBLE MEMORY, INC.

HADCO CORPORATION

HADCO SANTA CLARA, INC.

INTERAGENCY, INC.

NEWISYS, INC.

SANMINA-SCI ENCLOSURE USA INC.

SANMINA-SCI SYSTEMS (ALABAMA) INC.

SANMINA-SCI SYSTEMS ENCLOSURES

        (DENTON) INC.

SANMINA-SCI SYSTEMS HOLDINGS, INC.

SANMINA-SCI USA, INC.

SCI SYSTEMS, INC.

SCI TECHNOLOGY, INC.

SCIMEX, INC.

VIKING INTERWORKS INC.
	

 	
 	

All By:	

    
 Name:

Title:




B-2







 


	 	 	Notes Guarantors
	

 	
 	

SCI PLANT NO. 5, L.L.C.
	

 	
 	

By:	

 
	

 	
 	

SANMINA-SCI SYSTEMS (ALABAMA) INC.,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:




B-3







 


	 	 	Notes Guarantors
	

 	
 	

SCI PLANT NO. 22, L.L.C.
	

 	
 	

By:	

 
	

 	
 	

SCI TECHNOLOGY, INC.,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:




B-4







 


	 	 	Notes Guarantors
	

 	
 	

SANMINA GENERAL, L.L.C.

SANMINA LIMITED, L.L.C.
	

 	
 	

All by:
	

 	
 	

SANMINA-SCI CORPORATION,

their Sole Member
	

 	
 	

By:	

    
 Name:

Title:




B-5







 


	 	 	Notes Guarantors
	

 	
 	

SANMINA TEXAS, L.P.
	

 	
 	

By:	

SANMINA GENERAL, L.L.C.,

its General Partner
	

 	
 	

 	

By:	

SANMINA-SCI CORPORATION,

its Sole Member
	

 	
 	

By:	

    
 Name:

Title:




B-6











QuickLinks



Exhibit 4.1



TABLE OF CONTENTS


RECITALS OF THE COMPANY

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO NOTE FORMS

ARTICLE THREE THE NOTES

ARTICLE FOUR SATISFACTION AND DISCHARGE


ARTICLE FIVE REMEDIES

ARTICLE SIX THE TRUSTEE


ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE EIGHT MERGERS, CONSOLIDATION AND SALE OF PROPERTY

ARTICLE NINE SUPPLEMENTAL INDENTURES

ARTICLE TEN COVENANTS



ARTICLE ELEVEN REDEMPTION OF NOTES

ARTICLE TWELVE GUARANTEES


ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE FOURTEEN SUBORDINATION



EXHIBIT B —Form Of Notes Guarantee


GUARANTEE