Exhibit 4.2




EXECUTION VERSION












Prestige
Brands, Inc.
  8.25%
Senior Notes due
2018
  ______________________________
  INDENTURE
  Dated as
of March 24, 2010
  ______________________________


U.S. Bank National
Association,
 as
Trustee








TABLE
OF CONTENTS


Page




ARTICLE
1.




DEFINITIONS
AND INCORPORATION BY REFERENCE




Section
      1.01.
            Definitions.
            1


Section
      1.02.
            Other
      Definitions.
            28


Section
      1.03.
            Incorporation
      by Reference of Trust Indenture Act.
            28


Section
      1.04.
            Rules
      of Construction.
            29




ARTICLE
2.




THE
NOTES




Section
      2.01.
            Form
      and Dating.
            29


Section
      2.02.
            Execution
      and Authentication.
            31


Section
      2.03.
            Registrar
      and Paying Agent.
            31


Section
      2.04.
            Paying
      Agent to Hold Money in Trust.
            31


Section
      2.05.
            Holder
      Lists.
            32


Section
      2.06.
            Transfer
      and Exchange.
            32


Section
      2.07.
            Replacement
      Notes.
            44


Section
      2.08.
            Outstanding
      Notes.
            44


Section
      2.09.
            Treasury
      Notes.
            45


Section
      2.10.
            Temporary
      Notes.
            45


Section
      2.11.
            Cancellation.
            45


Section
      2.12.
            Payment
      of Interest; Defaulted Interest.
            45


Section
      2.13.
            CUSIP
      or ISIN Numbers.
            46


Section
      2.14.
            Special
      Interest
            46


Section
      2.15.
            Issuance
      of Additional Notes
            46


Section
      2.16.
            Record
      Date.
            47




ARTICLE
3.




REDEMPTION
AND PREPAYMENT




Section
      3.01.
            Notices
      to Trustee.
            47


Section
      3.02.
            Selection
      of Notes to Be Redeemed.
            47


Section
      3.03.
            Notice
      of Redemption.
            47


Section
      3.04.
            Effect
      of Notice of Redemption.
            48


Section
      3.05.
            Deposit
      of Redemption Price.
            48


Section
      3.06.
            Notes
      Redeemed in Part.
            49


Section
      3.07.
            Optional
      Redemption.
            49


Section
      3.08.
            Mandatory
      Redemption.
            50


Section
      3.09.
            Offer
      to Purchase.
            50




-i-


ARTICLE
4.




COVENANTS




Section
      4.01.
            Payment
      of Notes.
            52


Section
      4.02.
            Maintenance
      of Office or Agency.
            53


Section
      4.03.
            Reports.
            53


Section
      4.04.
            Compliance
      Certificate.
            54


Section
      4.05.
            Taxes.
            54


Section
      4.06.
            Stay,
      Extension and Usury Laws.
            54


Section
      4.07.
            Corporate
      Existence.
            54


Section
      4.08.
            Payments
      for Consent.
            55


Section
      4.09.
            Incurrence
      of Additional Debt.
            55


Section
      4.10.
            Restricted
      Payments.
            58


Section
      4.11.
            Liens.
            61


Section
      4.12.
            Asset
      Sales.
            62


Section
      4.13.
            Restrictions
      on Distributions from Restricted Subsidiaries.
            64


Section
      4.14.
            Affiliate
      Transactions.
            65


Section
      4.15.
            RESERVED.
            67


Section
      4.16.
            RESERVED.
            67


Section
      4.17.
            Designation
      of Restricted and Unrestricted Subsidiaries.
            67


Section
      4.18.
            Repurchase
      at the Option of Holders upon a Change of Control.
            68


Section
      4.19.
            Future
      Guarantors.
            68




ARTICLE
5.




SUCCESSORS




Section
      5.01.
            Merger,
      Consolidation and Sale of Assets.
            69


Section
      5.02.
            Successor
      Corporation Substituted.
            71




ARTICLE
6.




DEFAULTS
AND REMEDIES




Section
      6.01.
            Events
      of Default.
            71


Section
      6.02.
            Acceleration.
            73


Section
      6.03.
            Other
      Remedies.
            73


Section
      6.04.
            Waiver
      of Defaults.
            73


Section
      6.05.
            Control
      by Majority.
            74


Section
      6.06.
            Limitation
      on Suits.
            74


Section
      6.07.
            Rights
      of Holders to Receive Payment.
            74


Section
      6.08.
            Collection
      Suit by Trustee.
            74


Section
      6.09.
            Trustee
      May File Proofs of Claim.
            75


Section
      6.10.
            Priorities.
            75


Section
      6.11.
            Undertaking
      for Costs.
            75




-ii-


ARTICLE
7.




TRUSTEE




Section
      7.01.
            Duties
      of Trustee.
            76


Section
      7.02.
            Rights
      of Trustee.
            77


Section
      7.03.
            Individual
      Rights of Trustee.
            78


Section
      7.04.
            Trustee’s
      Disclaimer.
            78


Section
      7.05.
            Notice
      of Defaults.
            78


Section
      7.06.
            Reports
      by Trustee to Holders.
            78


Section
      7.07.
            Compensation
      and Indemnity.
            79


Section
      7.08.
            Replacement
      of Trustee.
            80


Section
      7.09.
            Successor
      Trustee by Merger, etc.
            81


Section
      7.10.
            Eligibility;
      Disqualification.
            81


Section
      7.11.
            Preferential
      Collection of Claims Against Company.
            81




ARTICLE
8.




LEGAL
DEFEASANCE AND COVENANT DEFEASANCE




Section
      8.01.
            Option
      to Effect Legal Defeasance or Covenant Defeasance.
            81


Section
      8.02.
            Legal
      Defeasance and Discharge.
            81


Section
      8.03.
            Covenant
      Defeasance.
            82


Section
      8.04.
            Conditions
      to Legal or Covenant Defeasance.
            83


Section
      8.05.
            Deposited
      Cash and U.S. Government Obligations to Be Held in Trust; Other
      Miscellaneous Provisions.
            84


Section
      8.06.
            Repayment
      to Company.
            84


Section
      8.07.
            Reinstatement.
            84




ARTICLE
9.




AMENDMENT,
SUPPLEMENT AND WAIVER




Section
      9.01.
            Without
      Consent of Holders of Notes.
            85


Section
      9.02.
            With
      Consent of Holders of Notes.
            86


Section
      9.03.
            RESERVED.
            87


Section
      9.04.
            Revocation
      and Effect of Consents.
            87


Section
      9.05.
            Notation
      on or Exchange of Notes.
            87


Section
      9.06.
            Trustee
      to Sign Amendments, etc.
            87




ARTICLE
10.




GUARANTEES




Section
      10.01.
            Guarantee.
            88


Section
      10.02.
            Limitation
      on Guarantor Liability.
            89


Section
      10.03.
            Execution
      and Delivery of Guarantee.
            90


Section
      10.04.
            Guarantors
      May Consolidate, etc., on Certain Terms.
            90


Section
      10.05.
            Releases
      Following Merger, Consolidation or Sale of Assets,
    etc.
            91




-iii-


ARTICLE
11.




SATISFACTION
AND DISCHARGE




Section
      11.01.
            Satisfaction
      and Discharge.
            91


Section
      11.02.
            Deposited
      Cash and U.S. Government Obligations to be Held in Trust; Other
      Miscellaneous Provisions.
            92


Section
      11.03.
            Repayment
      to Company.
            92




ARTICLE
12.




RESERVED




ARTICLE
13.




MISCELLANEOUS




Section
      13.01.
            Trust
      Indenture Act Controls.
            93


Section
      13.02.
            Notices.
            93


Section
      13.03.
            Communication
      by Holders of Notes with Other Holders of Notes.
            94


Section
      13.04.
            Certificate
      and Opinion as to Conditions Precedent.
            94


Section
      13.05.
            Statements
      Required in Certificate or Opinion.
            94


Section
      13.06.
            Rules
      by Trustee and Agents.
            95


Section
      13.07.
            No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.
            95


Section
      13.08.
            Governing
      Law.
            95


Section
      13.09.
            No
      Adverse Interpretation of Other Agreements.
            95


Section
      13.10.
            Successors.
            95


Section
      13.11.
            Severability.
            96


Section
      13.12.
            Counterpart
      Originals.
            96


Section
      13.13.
            Table
      of Contents, Headings, etc.
            96


Section
      13.14.
            Qualification
      of This Indenture.
            96


Section
      13.15.
            Waiver
      of Jury Trial.
            96





-iv-


CROSS-REFERENCE
TABLE




TIA
      Section
              Reference
            
            Indenture
              Section310(a)(1)
            7.10(a)(2)
            7.10(a)(3)
            N.A.(a)(4)
            N.A.(a)(5)
            7.10(b)
            7.08,
      7.10(c)
            N.A.311(a)
            7.11(b)
            7.11(c)
            N.A.312(a)
            2.05313(a)
            7.06(b)(1)
            N.A.(b)(2)
            7.06,
      7.07(c)
            7.06(d)
            7.06314(a)
            4.03,
      4.04(b)
            N.A.(c)(3)
            N.A.(d)
            N.A.315(a)
            7.01(b)
            7.05(c)
            7.01(d)
            7.01(e)
            6.11316(a)
      (last
      sentence)
            2.09(a)(1)(A)
            6.05(a)(1)(B)
            6.04(a)(2)
            N.A.(b)
            6.07317(a)(1)
            6.08(a)(2)
            6.09(b)
            2.04





N.A.
means Not Applicable.




Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.








This
INDENTURE, dated as of March 24, 2010, is by and among Prestige Brands, Inc., a
Delaware corporation, each Guarantor listed on the signature pages hereto, and
U.S. Bank National Association, as trustee (the “Trustee”).




The
Company, each Guarantor and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 8.25% Senior
Notes due 2018 (the “Notes”)
issued under this Indenture:




ARTICLE
1.




DEFINITIONS AND
INCORPORATION BY REFERENCE




Section
      1.01.
            Definitions.




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




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




“Acquired Debt” means Debt of
a Person outstanding on the date on which such Person becomes a Restricted
Subsidiary (including by way or merger, consolidation or amalgamation) or
assumed in connection with the acquisition of assets from such
Person.




“Additional Assets”
means:




(a)           any
Property (other than cash, Cash Equivalents and securities) to be owned by the
Parent or any of its Restricted Subsidiaries and used in a Permitted Business;
or




(b)           Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Parent or a Restricted Subsidiary from
any Person other than the Parent or a Subsidiary of the Parent; provided,however, that such
Restricted Subsidiary is primarily engaged in a Permitted Business.




“Additional Notes” means any
Notes (other than Initial Notes, Exchange Notes and Notes issued under Sections
2.06, 2.07, 2.10 and 3.06 hereof) issued under this Indenture in accordance with
Sections 2.02, 2.15 and 4.09 hereof, as part of the same series as the
Initial Notes or as an additional series.




“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified
Person.  For the purposes of this definition, “control,” when used
with respect to any 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.




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







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




“Asset Sale” means any sale,
lease, transfer, issuance or other disposition (or series of related sales,
leases, transfers, issuances or dispositions) by the Parent or any of its
Restricted Subsidiaries, 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 Property of the Parent or any Restricted Subsidiary outside of the
ordinary course of business of the Parent or such Restricted
Subsidiary,




other
than, in the case of clause (a) or (b) above,




(1)           any
disposition by a Restricted Subsidiary to the Parent or by the Parent or a
Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;




(2)           any
disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.10;




(3)           any
disposition effected in compliance with Section 5.01(a);




(4)           any
disposition in a single transaction or a series of related transactions of
Property for aggregate consideration of less than
$2.5 million;




(5)           the
disposition of cash or Cash Equivalents;




(6)           the
disposition of accounts receivable and related assets (including contract
rights) to a Securitization Subsidiary in connection with a Permitted
Receivables Financing;




(7)           any
foreclosure upon any assets of the Parent or any of its Restricted Subsidiaries
in connection with the exercise of remedies by a secured lender pursuant to the
terms of Debt otherwise permitted to be incurred under this
Indenture;




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




(9)           the
sale of the Capital Stock, Debt or other securities of an Unrestricted
Subsidiary.




“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
Obligations,” and




(b)           in
all other instances, the greater of:




-2-


(1)           the
Fair Market Value of the Property subject to such Sale and Leaseback
Transaction, and




(2)           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).




“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 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.




“Bankruptcy Law” means Title
11, U.S. Code or any similar federal or state law for the relief of debtors, or
the law of any other jurisdiction relating to bankruptcy, insolvency, winding
up, liquidation, reorganization or relief of debtors.




“Board of Directors” means the
Board of Directors of the Parent or a Restricted Subsidiary, as the case may
be.




“Board Resolution” of a Person
means a copy of a resolution certified by the secretary or an assistant
secretary (or individual performing comparable duties) of the applicable Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.




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




“Capital Contributions” means
either (i) the aggregate cash proceeds received by the Parent from the
issuance or sale (other than to a Subsidiary of the Parent or an employee stock
ownership plan or trust established by the Parent or any such Subsidiary for the
benefit of their employees) by the Parent of its Capital Stock (other than
Disqualified Stock and Preferred Stock) since January 1, 2010, 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 by the
Parent as a result thereof or from any capital contribution received by the
Parent from any holder of its Capital Stock, or (ii) the Fair Market Value
of any assets or Property contributed to the Parent or acquired through the
issuance of Capital Stock (other than Disqualified Stock) of the Parent since
January 1, 2010; provided that such assets or
Property are used or useful in a Permitted Business.




“Capital Lease Obligations”
means any obligation under a lease that is required to be 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 prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty. For purposes of Section 4.11, a Capital
Lease Obligation shall be deemed secured by a Lien on the Property being
leased.




-3-


“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 such equity
interest.




“Cash Equivalents” means any
of the following:




(a)           Investments
in U.S. Government Obligations maturing within 365 days of the date of
acquisition thereof;




(b)           Investments
in time deposit accounts, certificates of deposit and money market deposits
maturing within 365 days of the date of acquisition thereof issued by a
bank or trust company organized under the laws of the United States of America
or any state thereof having capital, surplus and undivided profits aggregating
in excess of $500 million and whose long-term debt is rated “A-3” or “A-”
or higher according to Moody’s or S&P (or such similar equivalent rating by
at least one “nationally recognized statistical rating organization” (as defined
in Rule 436 under the Securities Act));




(c)           repurchase
obligations with a term of not more than 180 days for underlying securities
of the types described in clause (a) entered into with:




(1)           a
bank meeting the qualifications described in clause (b) above,
or




(2)           any
primary government securities dealer reporting to the Market Reports Division of
the Federal Reserve Bank of New York;




(d)           Investments
in commercial paper, maturing not more than 365 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America with a
rating at the time as of which any Investment therein is made of “P-1” (or
higher) according to Moody’s or “A-1” (or higher) according to S&P (or such
similar equivalent rating by at least one “nationally recognized statistical
rating organization” (as defined in Rule 436 under the Securities
Act));




(e)           direct
obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency
or instrumentality thereof) for the payment of which the full faith and credit
of such state is pledged; provided that:




(1)           the
long-term debt of such state is rated “A-3” or “A-” or higher according to
Moody’s or S&P (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization” (as defined in
Rule 436 under the Securities Act)), and




(2)           such
obligations mature within 365 days of the date of acquisition
thereof;




(f)           interests
in investment companies or money market funds at least 95% of the assets of
which on the date of acquisition constitute Cash Equivalents of the kinds
described in clauses (a) through (e) of this definition;
and




(g)           in
the case of any Foreign Restricted Subsidiary:




-4-


(1)           direct
obligations of the sovereign nation (or agency thereof) in which such Foreign
Restricted Subsidiary is organized and is conducting business or obligations
fully and unconditionally guaranteed by such sovereign nation (or any agency
thereof);




(2)           investments
of the type and maturity described in clauses (a) through (f) above of
foreign obligors, which investments or obligors have ratings described in such
clauses or equivalent ratings from comparable foreign ratings agencies;
and




(3)           investments
of the type and maturity described in clauses (a) through (f) above of
foreign obligors, which investments or obligors are not rated as provided in
such clauses or in (2) above but which are, in the reasonable judgment of
the Parent as evidenced by a Board Resolution, comparable in investment quality
to such investments and obligors; provided that the amount of
such investments pursuant to this clause (g)(3) outstanding at any one time
shall not exceed $15.0 million.




“Change of Control” means the
occurrence of any of the following events:




(a)           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 35% or more of the total voting power of the Voting Stock of the
Parent or 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 at least 35%
of the total voting power of the Voting Stock of such parent corporation);
or




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




(1)           the
outstanding Voting Stock of such entity is reclassified into or exchanged for
other Voting Stock of such entity or for Voting Stock of the Surviving Person,
and




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




(c)           the
stockholders of the Parent or the Company shall have approved any plan of
liquidation or dissolution of the Parent or the Company.




-5-


“Clearstream”means Clearstream
Banking S.A. and any successor thereto.




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




“Commission” means the U.S.
Securities and Exchange Commission.




“Commodity Price Protection
Agreement” means, in respect of a Person, any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or
arrangement designed for the purpose of fixing, hedging or swapping the price
risk related to fluctuations in commodity prices.




“Company” means Prestige
Brands, Inc., and any successor thereto.




“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 such 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 “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 average of the Reference Treasury Dealer
Quotations for such redemption date.




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




(a)           the
aggregate amount of EBITDA for the most recent four consecutive fiscal quarters
for which consolidated financial statements are available prior to such
determination date to




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




provided,
however, that:




(1)           if




(A)           since
the beginning of such period the Parent 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





-6-


day of
such period, provided
that, in the event of any such Repayment of Debt, EBITDA for such period shall
be calculated as if the Parent 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




(2)           if




(A)           since
the beginning of such period the Parent or any Restricted Subsidiary shall have
made any Asset Sale or an Investment (by merger or otherwise) in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary) 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, Investment or acquisition, or




(C)           since
the beginning of such period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Parent or any Restricted Subsidiary
since the beginning of such period) shall have made such an Asset Sale,
Investment or acquisition,




then
EBITDA for such period shall be calculated after giving pro forma effect to such
Asset Sale, Investment or acquisition as if such Asset Sale, Investment or
acquisition had occurred on the first day of such period (giving effect to any
Pro Forma Cost Savings in connection with any such acquisition).




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 12 months). In the event
the Capital Stock of any Restricted Subsidiary is sold during the period, the
Parent shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Parent and its continuing Restricted Subsidiaries are no longer liable for such
Debt after such sale.




“Consolidated Interest
Expense” means, for any period, the total interest expense of the Parent
and its consolidated Restricted Subsidiaries, plus, to the extent not included
in such total interest expense, and to the extent Incurred by the Parent or its
Restricted Subsidiaries,




(a)           interest
expense attributable to leases constituting part of a Sale and Leaseback
Transaction and to Capital Lease Obligations,




(b)           amortization
of debt discount and debt issuance cost, including commitment fees (other than
amortization or write-off of debt issuance costs incurred in connection with or
as a result of the Transactions),




(c)           capitalized
interest,




(d)           non-cash
interest expense,




-7-


(e)          commissions,
discounts and other fees and charges owed with respect to letters of credit and
banker’s acceptance financing,




(f)           net
payments and receipts (if any) associated with Hedging Obligations (including
amortization of fees),




(g)          Disqualified
Stock Dividends,




(h)          Preferred
Stock Dividends,




(i)           
interest Incurred in connection with Investments in discontinued
operations,




(j)           
interest accruing on any Debt of any other Person to the extent such Debt is
Guaranteed by the Parent or any Restricted Subsidiary, and




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




“Consolidated Net Income”
means, for any period, the net income (loss) of the Parent and its consolidated
Restricted Subsidiaries (and before any reduction in respect of Preferred Stock
Dividends that are Restricted Payments); provided,however, that there shall
not be included in such Consolidated Net Income:




(a)           any
net income (loss) of any Person (other than the Parent) if such Person is not a
Restricted Subsidiary, except that, subject to the exclusion contained in
clause (c) below, equity of the Parent and its consolidated Restricted
Subsidiaries 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
distributed by such Person during such period to the Parent 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 (b) below),




(b)           any
net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of distributions, directly or indirectly, to the Company in the case
of a Restricted Subsidiary of the Company or to the Parent in the case of a
Restricted Subsidiary of the Parent that is not a Restricted Subsidiary of the
Company, except that:




(1)           subject
to the exclusion contained in clause (c) below, the equity of the Parent
and its consolidated Restricted Subsidiaries 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 Parent or one of its Restricted
Subsidiaries 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
equity of the Parent and its consolidated Restricted Subsidiaries in a net loss
of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income,




-8-


(c)          any
gain or loss realized upon the sale or other disposition of any Property of the
Parent 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,




(d)          any
net after-tax extraordinary gain or loss (including all fees and expenses
relating thereto),




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




(f)          
any non-cash compensation charges or other non-cash expenses or charges arising
from the grant, issuance, vesting or repricing of stock, stock options or other
equity-based awards or any amendment, modification, substitution or change in
any such stock, stock options or other equity-based awards;




(g)          any
restructuring charges or other non-recurring costs and expenses incurred
(x) in connection with the Transactions or (y) incurred prior to the
Issue Date;




(h)          any
non-cash goodwill or other asset impairment charges incurred subsequent to the
Issue Date resulting from the application of Statement of Financial Accounting
Standards No. 142;




(i)          
 any net after-tax income or loss from discontinued operations and net
after-tax gains or losses on disposal of discontinued operations;
and




(j)            any
unrealized gains and losses due solely to fluctuations in currency values and
the related tax effects according to GAAP.




Notwithstanding
the foregoing, for purposes of Section 4.10 only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of Property from Unrestricted Subsidiaries to the Parent or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under Section
4.10(a)(iii)(D).




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




“Credit Facilities” means,
with respect to the Parent or any Restricted Subsidiary, one or more debt or
commercial paper facilities or indentures with banks or other institutional
lenders or investors (including without limitation the Senior Secured Credit
Facilities) providing for revolving credit loans, term loans, notes, debentures
or other debt securities, 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) or trade letters of credit, in each case together with
any Refinancings 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 for the purpose of fixing, hedging or swapping currency
exchange rate risk.




“Custodian” means, with
respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.03(c) as Custodian with respect to the Notes, and
any and





-9-


all
successors thereto appointed as custodian hereunder and having become such
pursuant to the applicable provisions of this Indenture.




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




(a)           the
principal of and premium (if any) 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 representing the deferred and unpaid purchase price
of Property, except to the extent such balance constitutes a trade accounts
payable or similar obligation to a trade creditor arising in the ordinary course
of business;




(d)           all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (a) through (c) above) 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 or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued
dividends);




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




(g)           all
obligations of the type referred to in clauses (a) through (f) above
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 of such Property and the
amount of the obligation so secured; and




(h)           to
the extent not otherwise included in this definition, the net amount paid under
any Hedging Obligations of such Person with respect to any Interest Rate
Agreement.




The
amount of Debt of any Person at any date shall be the outstanding balance, or
the accreted value of such Debt in the case of Debt issued with original issue
discount, at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date. The amount of Debt
represented by a Hedging Obligation shall be equal to:




-10-


(1)           zero
if such Hedging Obligation has been Incurred pursuant to clause (vi),
(vii) or (viii) of Section 4.09(b); or




(2)           the
notional amount of such Hedging Obligation if not Incurred pursuant to such
clauses.




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




“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 or 2.10 hereof, in substantially the form of
Exhibit A hereto except that such Note shall not bear the Global Note Legend and
shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.




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




“Designated Non-cash
Consideration” means any non-cash consideration received by the Parent or
one of its Restricted Subsidiaries in connection with an Asset Sale that is
designated as “Designated Non-cash Consideration” pursuant to an officer’s
certificate executed by the Chief Financial Officer of the Parent. Such
officer’s certificate shall state the Fair Market Value of such non-cash
consideration and the basis of such valuation. A particular item of Designated
Non-cash Consideration shall no longer be considered to be outstanding to the
extent it has been sold or liquidated for cash (but only to the extent of the
cash received).




“Disinterested Director”
means, with respect to any transaction or series of related transactions, a
member of the Board of Directors who does not have any material direct or
indirect financial interest in or with respect to such transaction or series of
related transactions




“Disqualified Stock” means any
Capital Stock of the Parent or any of its Restricted Subsidiaries 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), the date that is
91 days after the Stated Maturity of the Notes; provided, however, that only the
portion of the Capital Stock which so matures or is so mandatorily redeemable,
is so convertible or exchangeable or is so redeemable at the option of the
holder thereof prior to such date, shall be deemed to be Disqualified Stock;
provided, further, that any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Parent or a Restricted Subsidiary to
repurchase such Capital Stock upon the occurrence of a change of control or
asset sale (each defined in a substantially identical manner to the
corresponding definitions in this Inden-





-11-


ture)
shall not constitute Disqualified Stock if the terms of such Capital Stock (and
all such securities into which it is convertible or for which it is
exchangeable) provide that the Parent and the Restricted Subsidiaries may not
repurchase or redeem any such Capital Stock (and all such securities into which
it is convertible or for which it is exchangeable) pursuant to such provision
prior to compliance by the Company with Sections 4.12 and 4.18 and such
repurchase or redemption complies with Section 4.10.




“Disqualified Stock Dividends”
means all dividends with respect to Disqualified Stock of the Parent held by
Persons other than a Wholly Owned Restricted Subsidiary; providedthat Disqualified
Stock Dividends shall not include dividends paid or payable through the issuance
of additional shares of Capital Stock (other than Disqualified Stock). The
amount of any such dividend shall be equal to the quotient of such dividend
divided by the difference between one and the effective federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the
Parent.




“Distribution Compliance
Period” means the 40-day distribution compliance period as defined in
Regulation S.




“Domestic Restricted
Subsidiary” means any Restricted Subsidiary other than (a) a Foreign
Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted
Subsidiary.




“EBITDA” means, for any
period, an amount equal to, for the Parent 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
loss,




(2)           Consolidated
Interest Expense,




(3)           depreciation,




(4)           amortization
of intangibles,




(5)           any
other non-cash items (including, without limitation, charges arising from fair
value accounting required by Statement of Financial Accounting Standards
No. 133) (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)           any
restructuring charges (without duplication) as disclosed on the financial
statements or the notes related thereto in accordance with GAAP, including,
without limitation, $2.5 million identified as the cost of severance for
termination of employees associated with downsizing and costs associated with
replacing the chief executive officer of the Company, and




(7)           any
fees, expenses, costs or charges relating to any acquisition, asset sale, or
incurrence or amendment of Debt permitted to be incurred or amended, as the case
may be, by this Indenture, whether or not successful, including fees, expenses,
costs and charges relating to this offering and the other Transactions; minus




-12-


(b)           all
non-cash items increasing Consolidated Net Income for such period (other than
(i) any such non-cash item to the extent that it will result in the receipt
of cash payments in any future period and (ii) reversals of prior accruals
or reserves for non-cash items previously excluded from the calculation of
EBITDA pursuant to clause (5) of this definition).




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 dividended to the Parent by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its shareholders.




“Equity Offering” means any
public or private sale of common stock or common units, as the case may be, of
the Parent.




“Euroclear” means Euroclear
Bank, S.A./N.V., as operator of the Euroclear systems, and any successor
thereto.




“Event of Default” has the
meaning set forth under Section 6.01.




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




“Exchange Notes” means the
notes issued in exchange for the Notes issued in this offering or any Additional
Notes pursuant to a Registration Rights Agreement.




“Exchange Offer” has the
meaning set forth in a Registration Rights Agreement relating to an exchange of
Notes registered under the Securities Act for Notes not so
registered.




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




“Excluded Contributions” mean
the net cash proceeds received by the Parent after the Issue Date from
(a) contributions to its common equity capital and (b) the sale (other
than to a Subsidiary or pursuant to any management equity plan or stock option
plan or any other management or employee benefit plan or agreement of the Parent
or any of its Subsidiaries) of Capital Stock (other than Disqualified Stock) of
the Parent, in each case, designated within 30 days of the receipt of such
net cash proceeds as Excluded Contributions pursuant to an Officers’
Certificate; provided
that such net cash proceeds shall be excluded from the calculation set forth in
clause (a)(iii)(B) of Section 4.10.




“Existing Notes” mean the 91⁄4%
Senior Subordinated Notes due 2012 of the Company.




“Fair Market Value” means,
with respect to any Property, the price that could reasonably be negotiated in
an arm’s-length 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 $5.0 million,
by any Officer of the Company, or




-13-


(b)           if
such Property has a Fair Market Value in excess of $5.0 million, by at
least a majority of the Board of Directors and evidenced by a Board Resolution,
dated within 30 days of the relevant transaction, delivered to the
Trustee.




“Foreign Restricted
Subsidiary” means any Restricted Subsidiary which is not organized under
the laws of the United States of America or any State thereof or the District of
Columbia.




“GAAP” means United States
generally accepted accounting principles as in effect on the Issue Date,
including those set forth in:




(a)           the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants;




(b)           the
statements and pronouncements of the Financial Accounting Standards
Board;




(c)           such
other statements by such other entity as approved by a significant segment of
the accounting profession; and




(d)           the
rules and regulations of the Commission governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the Commission.




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




“Global Notes” means the
global Notes in the form of Exhibit A hereto issued in accordance with Article 2
hereof.




“guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Debt of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:




(a)           to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, or to maintain financial statement
conditions or otherwise); or




(b)           entered
into for the purpose of assuring in any other manner the obligee against loss in
respect thereof (in whole or in part);




provided,however, that the term
“guarantee” shall not include:




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




(2)           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 (a), (b) or (c) of the definition of “Permitted
Investment.”




The term
“guarantee” used as a verb has a corresponding meaning. The term “guarantor”
shall mean any Person providing a Guarantee.




-14-


“Guarantee” means a Guarantee
of the Notes on the terms set forth in Article 10 hereof and in the form of the
Guarantee attached hereto as Exhibit E by a Guarantor of the Company’s
obligations with respect to the Notes and any additional Guarantee of the Notes
to be executed by any Person pursuant to Section 4.19.




“Guarantor” means the Parent,
each Domestic Restricted Subsidiary (other than the Company) and any other
Person that becomes a Guarantor pursuant to Section 4.19 or who otherwise
executes and delivers a supplemental indenture to the Trustee providing for a
Guarantee.




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




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




“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 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, 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.
Solely for purposes of determining compliance with Section 4.09, the
amortization of debt discount shall not be deemed to be the Incurrence of Debt;
provided that in the
case of Debt sold at a discount, the amount of such Debt Incurred shall at all
times be the accreted value of such Debt.




“Indenture” means this
instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9 hereof.




“Independent Financial
Advisor” means an investment banking firm of national standing or any
third party appraiser of national standing; provided that such firm or
appraiser is not an Affiliate of the Parent or the Company.




“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.




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




“Initial Notes” means
$150,000,000 aggregate principal amount of Notes issued under this Indenture on
the date hereof.




“Interest Payment Dates” shall
have the meaning set forth in paragraph 1 of each Note.




“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
for the purpose of fixing, hedging or swapping interest rate risk.




-15-


“Investment” by any Person
means any direct or indirect loan (other than advances to customers in the
ordinary course of business that are recorded as accounts receivable on the
balance sheet of such Person), advance or other extension of credit (other than
advances to employees for travel and other business expenses in the ordinary
course of business) 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, or otherwise) 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. For purposes
of Section 4.10 and Section 4.17 and the definition of “Restricted Payment,” the
term “Investment” shall include the portion (proportionate to the Parent’s
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of any Subsidiary of the Parent at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided,however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Parent shall be
deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to:




(a)           the
Parent’s “Investment” in such Subsidiary at the time of such redesignation,
less




(b)           the
portion (proportionate to the Parent’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation.




The term
“Investment” shall also include the issuance, sale or other disposition of
Capital Stock of any Restricted Subsidiary to a Person other than the Parent or
another Restricted Subsidiary if the result thereof is that such Restricted
Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount
of such “Investment” shall be the Fair Market Value of the remaining interest,
if any, in such former Restricted Subsidiary held by the Parent and the other
Restricted Subsidiaries. In determining the amount of any Investment made by
transfer of any Property other than cash, such Property shall be valued at its
Fair Market Value at the time of such Investment.




“Issue Date” means March 24,
2010.




“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York, the city in which the Corporate Trust Office of the Trustee is located or
any other place of payment on the Notes are authorized by law, regulation or
executive order to remain closed.




“Letter of Transmittal” means
the letter of transmittal, or its electronic equivalent in accordance with the
Applicable Procedures, to be prepared by the Company and sent to all Holders of
the Initial Notes or any Additional Notes for use by such Holders in connection
with an Exchange Offer.




“Lien” means, with respect to
any Property of any Person, any mortgage or deed of trust, pledge,
hypothecation, security interest, lien, charge, easement (other than any
easement not materially impairing usefulness or marketability), encumbrance or
other security agreement 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 or any Sale and
Leaseback Transaction); provided that in no event
shall an operating lease be deemed to constitute a Lien.




“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 received from such Asset Sale (including any cash
payments 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 con-





-16-
 sideration
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 tax expenses, commissions and other fees and expenses
incurred, 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 or in respect of any Debt that is secured by any Property
subject to such Asset Sale (other than with respect to the Senior Secured Credit
Facilities), in accordance with the terms of any Lien upon such Property, or
which must by its terms, or in order to obtain a necessary consent to such Asset
Sale, or by applicable law, be 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)           the
deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property
disposed of in such Asset Sale and retained by the Parent or any Restricted
Subsidiary after such Asset Sale, including without limitation pension and other
post-employment benefit liabilities, liabilities relating to environmental
matters and liabilities under any indemnification liabilities associated with an
Asset Sale.




“Non-Recourse Debt,” with
respect to any Person, means Debt of such Person for which the sole legal
recourse for collection of principal and interest on such Debt is against the
specific property identified in the instruments evidencing or securing such
Debt.




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




“Officer” means the Chief
Executive Officer, the President, the Chief Financial Officer, any Vice
President or Secretary of the Company.




“Officers’ Certificate” means
a certificate signed by two Officers of the Company, at least one of whom shall
be the principal executive officer or principal financial officer of the
Company, and delivered to the Trustee.




“Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company.




“Parent” means Prestige Brands
Holdings, Inc., and any successor thereto.




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




“Permitted Business” means any
business that is reasonably related, ancillary or complementary to the
businesses of the Parent and the Restricted Subsidiaries on the Issue Date or
other business that is a reasonable extension or expansion of such
businesses.




-17-


“Permitted Investment” means
any Investment by the Parent or a Restricted Subsidiary in:




(a)          the
Parent or any Restricted Subsidiary,




(b)          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,
the Parent or a Restricted Subsidiary; provided that such Person’s
primary business is a Permitted Business;




(d)          cash
and Cash Equivalents;




(e)           receivables
owing to the Parent or a Restricted Subsidiary and prepaid expenses, in each
case, created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided,however, that such trade
terms may include such concessionary trade terms as the Parent or such
Restricted Subsidiary deems reasonable under the circumstances;




(f)           
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;




(g)           loans
and advances to employees made in the ordinary course of business; provided that such loans and
advances do not exceed $2.0 million in the aggregate at any one time
outstanding;




(h)           Investments
received in settlement, compromise or resolution of (i) debts created in
the ordinary course of business and owing to the Parent or a Restricted
Subsidiary or (ii) litigation, arbitration or other disputes with
Persons;




(i)            any
Investment made as a result of the receipt of non-cash consideration received in
connection with (A) an Asset Sale consummated in compliance with Section
4.12 or (B) any disposition of Property not constituting an Asset
Sale;




(j)            any
Investment acquired solely in exchange for the issuance of Capital Stock (other
than Disqualified Stock) of Parent;




(k)           Investments
existing on the Issue Date;




(l)            any
Hedging Obligation;




(m)          Investments
in a Securitization Subsidiary that are necessary to effect a Permitted
Receivables Financing;




(n)          
advances, loans or extensions of credit to suppliers and vendors in the ordinary
course of business;




-18-


(o)           Investments
resulting from the acquisition of a Person that at the time of such acquisition
held instruments constituting Investments that were not acquired in
contemplation of the acquisition of such Person;




(p)           guarantees
not otherwise permitted under clause (a) above which are permitted under Section
4.09 that do not exceed $5,000,000 in the aggregate outstanding at any one time;
and




(q)           other
Investments not otherwise permitted under clauses (a) through (p) above made for
Fair Market Value that do not exceed $20.0 million in the aggregate
outstanding at any one time.




For
purposes of determining Permitted Investments, in the event that an Investment
meets the criteria of more than one of the categories of (a) through (q) above,
the Company shall, in its sole discretion, classify (or later reclassify in
whole or in part, in its sole discretion) such Investment in any manner that
complies with the foregoing definition.




“Permitted Liens”
means:




(a)           Liens
to secure Debt permitted to be Incurred under clause (ii) of Section
4.09(b);




(b)           Liens
to secure Debt permitted to be Incurred under clause (iii) of Section
4.09(b); provided that
any such Lien may not extend to any Property of the Parent or any Restricted
Subsidiary, other than the Property acquired, constructed or leased with the
proceeds of such Debt and any improvements or accessions to such
Property;




(c)           Liens
to secure Debt permitted to be Incurred under clause (xiv) of Section
4.09(b);




(d)           Liens
for taxes, assessments or governmental charges or levies on the Property of the
Parent 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 promptly instituted and diligently
concluded; provided
that any reserve or other appropriate provision that shall be required in
conformity with GAAP shall have been made therefor;




(e)           Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other
similar Liens, on the Property of the Parent or any Restricted Subsidiary
arising in the ordinary course of business;




(f)           
Liens on the Property of the Parent 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 bonds or other obligations of a like nature, in each case which are not
Incurred in connection with the borrowing of money, the obtaining of advances or
credit or the payment of the deferred purchase price of Property and which do
not in the aggregate impair in any material respect the use of Property in the
operation of the business of the Parent and the Restricted Subsidiaries taken as
a whole;




(g)           Liens
on Property at the time the Parent or any Restricted Subsidiary acquired such
Property, including any acquisition by means of a merger or consolidation with
or into the Parent or any Restricted Subsidiary; provided,however, that any such Lien
may not extend to any other Property of the Parent or any Restricted Subsidiary;
provided further,however, that such





-19-
 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 Parent or any Restricted Subsidiary;




(h)           Liens
on the Property of a Person at the time such Person becomes a Restricted
Subsidiary; provided,however, that any such Lien
may not extend to any other Property of the Parent 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;




(i)           pledges
or deposits by the Parent or any Restricted Subsidiary under workers’
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 Parent or any Restricted Subsidiary is
party, or deposits to secure public or statutory obligations of the Parent or
the Company, or deposits for the payment of rent, in each case Incurred in the
ordinary course of business;




(j)           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;




(k)          Liens
existing on the Issue Date not otherwise described in clauses (a) through
(j) above;




(l)           Liens
on the Property of the Parent or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in
clause (g), (h) or (k) above; 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 clause (g), (h) or (k) above, 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 Parent or such Restricted Subsidiary in connection with
such Refinancing; and




(m)          Liens
in favor of the Parent or any of its Restricted Subsidiaries;




(n)           Liens
securing Hedging Obligations which Hedging Obligations relate to Debt that is
otherwise permitted to be Incurred under the terms of this
Indenture;




(o)           Liens
on assets transferred to a Securitization Subsidiary on assets of a
Securitization Subsidiary Incurred in connection with a Permitted Receivables
Financing;




(p)           Liens
arising from filing Uniform Commercial Code financing statements regarding
leases;




-20-


(q)           judgment
Liens not giving rise to an Event of Default;




(r)           
Liens securing the Notes together with any Additional Notes and any Guarantees;
and




(s)           Liens
not otherwise permitted by clauses (a) through (r) above securing Debt
in an amount not to exceed $10.0 million.




“Permitted Receivables
Financing” means any receivables financing facility or arrangement
pursuant to which a Securitization Subsidiary purchases or otherwise acquires
accounts receivable and any assets related thereto, including without
limitation, all collateral securing such accounts receivable and other assets
(including contract rights) and all guarantees and other obligations in respect
of such accounts receivable, proceeds of such accounts receivable and other
assets (including contract rights) which are customarily transferred or in
respect of which security interests are granted, including with respect to asset
securitization transactions, of the Parent or any Restricted Subsidiary and
enters into a third party financing thereof on terms that the Board of Directors
has concluded as evidenced by a Board Resolution are customary and market terms
fair to the Parent and its Restricted Subsidiaries.




“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) then outstanding of the Debt being Refinanced,
and




(2)           an
amount necessary to pay any accrued interest on the Debt being Refinanced and
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




(d)           the
new Debt shall be subordinated in right of payment to the Notes or Guarantees as
applicable, if the Debt that is being Refinanced was subordinated in right of
payment to the Notes or Guarantees, as applicable;




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




(x)           Debt
of a Subsidiary of the Parent that is not a Guarantor (other than the Company)
that Refinances Debt of the Company or a Guarantor, or




(y)          Debt
of the Parent or a Restricted Subsidiary that Refinances Debt of an Unrestricted
Subsidiary.




-21-


“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 any Note authenticated and delivered
under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed
to evidence the same Debt as the lost, destroyed 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 with respect to Preferred Stock of Restricted Subsidiaries
held by Persons other than the Parent or a Wholly Owned Restricted Subsidiary or
dividends paid or payable through the issuance of additional shares of Capital
Stock (other than Disqualified Stock). The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one and
the effective federal income rate (expressed as a decimal number between 1 and
0) then applicable to the issuer of such Preferred Stock.




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




“pro forma” means, with
respect to any calculation made or required to be made pursuant to the terms
hereof, a calculation performed in accordance with Article 11 of
Regulation S-X promulgated under the Securities Act, as interpreted in good
faith by the Board of Directors after consultation with the independent
certified public accountants of the Company, or otherwise a calculation made in
good faith by the Board of Directors after consultation with the independent
certified public accountants of the Company, as the case may be.




“Pro Forma Cost Savings”
means, with respect to any period, the reduction in net costs and related
adjustments that (1) were directly attributable to an acquisition that
occurred during the four-quarter period or after the end of the four-quarter
period and on or prior to the determination date and calculated on a basis that
is consistent with Regulation S-X under the Securities Act as in effect and
applied as of the Issue Date; (2) were actually implemented with respect to
the acquisition within six months after the date of the acquisition and prior to
the determination date that are supportable and quantifiable by underlying
accounting records or (3) relate to the acquisition and that the Board of
Directors of the Company reasonably determines are probable and based upon
specifically identifiable actions to be taken within six months of the date of
the acquisition and, in the case of each of (1), (2) and (3), are described
as provided below in an Officers’ Certificate, as if all such reductions in
costs had been effected as of the beginning of such period.  Pro Forma
Cost Savings described above shall be established by a certificate delivered to
the Trustee from the Chief Financial Officer of the Company that outlines the
specific actions taken or to be taken and the net cost savings achieved or to be
achieved from each such action and, in the case of clause (3) above, that
states such savings have been determined to be probable.




“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.




-22-


“Purchase Money Debt” means
Debt:




(a)           consisting
of the deferred purchase price of Property (including Debt issued to any Person
owning such Property), conditional sale obligations, obligations under any title
retention agreement, other purchase money obligations and obligations in respect
of industrial revenue bonds, in each case where the maturity of such Debt does
not exceed the anticipated useful life of the Property being financed,
and




(b)           Incurred
to finance the acquisition (whether through the direct purchase of Property or
the Capital Stock of any Person owning such Property), construction or lease by
the Parent or a Restricted Subsidiary of such Property, including additions and
improvements thereto;




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




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




“Reference Treasury Dealer”
means Banc of America Securities LLC or Deutsche Bank Securities Inc. 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 Trustee, 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 Trustee 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, modify, restate, substitute, amend, renew,
refund or Repay, or to issue other Debt, in exchange or replacement for, such
Debt. “Refinanced” and “Refinancing” shall have correlative
meanings.




“Registration Rights
Agreement” means the Registration Rights Agreement dated as of the Issue
Date, among the Company, the Guarantors and the initial purchasers named
therein, as such agreement may be amended, modified or supplemented from time to
time and, with respect to any Additional Notes, one or more registration rights
agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes, or exchange such Additional Notes for registered
Notes, under the Securities Act.




“Regular Record Date” for the
interest payable on any Interest Payment Date means the applicable date
specified as a “Record Date” on the face of the Note.




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




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




“Regulation S Permanent Global
Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with and
registered in the name of the Depositary or its nominee that will be issued in a
denomination equal to the out-





-23-
 standing
principal amount of the Regulation S Temporary Global Note upon expiration of
the Distribution Compliance Period.




“Regulation S Temporary Global
Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend, the Private Placement Legend and the Regulation S Temporary
Global Note Legend and deposited with and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold for initial resale in reliance on
Rule 903 of Regulation S.




“Regulation S Temporary Global Note
Legend” means the legend set forth in Section 2.06(h)(iii) hereof to
be placed on all Regulation S Temporary Global Notes issued under this
Indenture.




“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 4.12 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.




“Responsible Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust
Department of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.




“Restricted Definitive Note”
means one or more Definitive Notes bearing the Private Placement
Legend.




“Restricted Global Notes”
means 144A Global Notes and Regulation S Global Notes.




“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 Parent
or any Restricted Subsidiary (including any payment in connection with any
merger or consolidation with or into the Parent or any Restricted Subsidiary),
except for any dividend or distribution that is made solely to the Parent 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 Parent 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 Parent;




(b)           the
purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of the Parent or any Restricted Subsidiary (other than from the
Parent, a Restricted Subsidiary or any non-Affiliate of the Company that owns
Capital Stock of the Parent or any Restricted Subsidiary) or any securities
exchangeable for or convertible into any such Capital Stock, including the
exercise of any option to exchange any Capital Stock (other than for or into
Capital Stock of the Parent that is not Disqualified Stock);




-24-


(c)           the
purchase, repurchase, redemption, acquisition or retirement for value, prior to
the date for any scheduled maturity, sinking fund or amortization or other
installment payment, of any Subordinated Debt (other than the purchase,
repurchase or other acquisition of any Subordinated Debt purchased in
anticipation of satisfying a scheduled maturity, sinking fund or amortization or
other installment obligation, in each case due within one year of the date of
acquisition); or




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




“Restricted Subsidiary” means
the Company and any other Subsidiary of the Parent other than an Unrestricted
Subsidiary.




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




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




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




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




“S&P” means
Standard & Poor’s Ratings Services 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 Parent or a Restricted
Subsidiary transfers such Property to another Person and the Parent or a
Restricted Subsidiary leases it from such Person.




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




“Securitization Subsidiary”
means a Subsidiary of the Parent:




(a)           that
is designated a “Securitization Subsidiary” by the Board of
Directors;




(b)           that
does not engage in, and whose charter documents prohibit it from engaging in,
any activities other than Permitted Receivables Financings and any activities
necessary, incidental or related thereto;




(c)           no
portion of the Debt or any other obligation, contingent or otherwise, of
which:




(A)          is
guaranteed by the Parent or any Restricted Subsidiary;




(B)           is
recourse to or obligates the Parent or any Restricted Subsidiary in any way,
or




(C)           subjects
any Property or asset of the Parent or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
Standard Securitization Undertakings;




(d)           with
respect to which neither the Parent nor any Restricted Subsidiary (other than an
Unrestricted Subsidiary) has any obligation to maintain or preserve its
financial condition or cause it to achieve certain levels of operating results
other than, in respect of clauses (c) and (d),





-25-
 pursuant
to customary representations, warranties, covenants and indemnities entered into
in connection with a Permitted Receivables Financing.




“Senior Secured Credit
Facilities” means the Debt represented by:




(1)           the Credit Agreement,
dated as of the date of this Indenture, among the Company, as borrower
thereunder, the Parent, Bank of America, N.A. as administrative agent, Deutsche
BankSecurities Inc., as syndication agent, joint lead arranger and joint
book-running manager, Banc of America Securities LLC, as joint lead arranger and
joint book-running manager and the lenders and issuers party thereto, together
with the related documents thereto (including, without limitation, any guarantee
agreements and security documents), as the same may be amended, supplemented or
otherwise modified from time to time, including amendments, supplements, or
modifications relating to the addition or elimination of subsidiaries of the
Company as borrowers, guarantors or other credit parties thereunder;
and




(2)           any
renewal, extension, refunding, restructuring, replacement or refinancing thereof
(whether with the original administrative agent and lenders or another
administrative agent or agents or one or more other lenders and whether provided
under the original Senior Secured Credit Facilities or one or more other credit
or other agreements).




“Shelf Registration Statement”
means the registration statement relating to the registration of the Notes under
Rule 415 of the Securities Act, as may be set forth in a Registration Rights
Agreement.




“Significant Restricted
Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Parent within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission.




“Special Interest” has the
meaning set forth in a Registration Rights Agreement relating to amounts to be
paid in the event the Company fails to satisfy certain conditions set forth
herein.  For all purposes of this Indenture, the term “interest” shall
include Special Interest, if any, with respect to the Notes.




“Standard Securitization
Undertakings” means representations, warranties, covenants and
indemnities entered into by the Parent or any of its Restricted Subsidiaries
which are reasonably and customary in the securitization of receivables
transactions.




“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 provision (but excluding any provision
providing for the 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 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 Guarantee pursuant to a written agreement to that
effect.




“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 at least a majority of the total voting power of the Voting Stock is at
the time owned or controlled, directly or indirectly, by:




-26-


(a)           such
Person;




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




(c)           one
or more Subsidiaries of such Person.




“Surviving Person”means the surviving
Person formed by a merger, consolidation or amalgamation and, for purposes of
Section 5.01, a Person to whom all or substantially all of the Property of the
Company or a Guarantor is sold, transferred, assigned, leased, conveyed or
otherwise disposed.




“TIA” means the Trust
Indenture Act of 1939, as amended, and the rules and regulations
thereunder.




“Transactions” means the
offering of $150,000,000 of the Notes, the offer to purchase the Existing Notes
and the entering into of the Senior Secured Credit Facility.




“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.




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




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




“Unrestricted Global Notes”
means one or more Global Notes that do not and are not required to bear the
Private Placement Legend and are deposited with and registered in the name of
the Depositary or its nominee.




“Unrestricted Subsidiary”
means:




(a)           any
Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.17 and is
not thereafter redesignated as a Restricted Subsidiary as permitted pursuant
thereto; and




(b)           any
Subsidiary of an Unrestricted Subsidiary.




“U.S. Government Obligations”
means obligations issued or directly and fully guaranteed or insured (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.




“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 other voting members of the governing body of such
Person.




-27-


“Wholly Owned Restricted
Subsidiary” means, at any time, a Restricted Subsidiary all the Voting
Stock of which (except directors’ qualifying shares) is at such time owned,
directly or indirectly, by the Company and its other Wholly Owned Restricted
Subsidiaries.




Section
      1.02.
            Other
      Definitions.





Term
            Defined
      in
              Section“Acceleration
      Notice”
            6.02“Affiliate
      Transaction”
            4.14“Allocable
      Excess
      Proceeds”
            4.12“Authentication
      Order”
            2.02“Benefited
      Party”
            10.01“Change
      of Control
      Offer”
            4.18“Change
      of Control
      Amount”
            4.18“Covenant
      Defeasance”
            8.03“Defaulted
      Interest Payment Date"
            2.12“defeasance
      trust”
            8.04“DTC”
            2.03“Excess
      Proceeds”
            4.12“Legal
      Defeasance”
            8.02“losses”
            7.07“Offer
      Amount”
            3.09“Offer
      Period”
            3.09“Offer
      to
      Purchase”
            3.09“Paying
      Agent”
            2.03“Permitted
      Debt”
            4.09“Prepayment
      Offer”
            4.12“Purchase
      Date”
            3.09“Purchase
      Price”
            3.09“Registrar”
            2.03“Security
      Register”
            2.03





Section
      1.03.
            Incorporation
      by Reference of Trust Indenture
Act.




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




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




“indenture securities” means
the Notes and the Guarantees;




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




“indenture to be qualified”
means this Indenture;




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




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




-28-


(c) All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule under the TIA and not
otherwise defined herein have the meanings so assigned to them either in the
TIA, by another statute or Commission rule, as applicable.




Section
      1.04.
            Rules
      of Construction.




(a) Unless
the context otherwise requires:




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




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




(iii) “or” is
not exclusive;




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




(v) all
references in this instrument to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and subdivisions of this instrument as
originally executed;




(vi) 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.




(vii) “including”
means “including without limitation”;




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




(ix) references
to sections of or rules under the Securities Act, the Exchange Act or the TIA
shall be deemed to include substitute, replacement or successor sections or
rules adopted by the Commission from time to time thereunder.




ARTICLE
2.




THE
NOTES




Section
      2.01.
            Form
      and Dating.




(a) General.  The
Notes and the Trustee’s certificate of authentication shall be substantially in
the form included in Exhibit A hereto, which is hereby incorporated in and
expressly made part of this Indenture.  The Notes may have notations,
legends or endorsements required by law, exchange rule or usage in addition to
those set forth on Exhibit A.  Each Note shall be dated the date of
its authentication.  The Notes shall be in denominations of $2,000 and
integral multiples of $1,000.  The terms and provisions contained in
the Notes shall constitute a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound
thereby.  To the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.




(b) Form of
Notes.  Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Notes issued in definitive form shall be substantially in
the form of





-29-
 Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Each Global Note shall represent such aggregate principal
amount of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount
of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions and transfers of
interests therein.  Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06
hereof.




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




(d) Affiliates as
Holders of the Notes.Notes initially issued to or transferred
to Affiliates of the Company shall only be issued in the form of permanent
certificated Notes in registered form in substantially the form set forth in
Exhibit A attached hereto.  For the avoidance of doubt, unless and
until exchanged for an Exchange Note or sold in connection with an effective
Shelf Registration Statement, Affiliates of the Company may only hold an
interest in Notes in the form of permanent certificated Notes and are prohibited
from taking a beneficial interest in one or more Global Notes.




(e) Book-Entry
Provisions.  This Section 2.01(d) shall apply only to Global
Notes deposited with the Trustee, as custodian for the
Depositary.  Participants and Indirect Participants shall have no
rights under this Indenture or any Global Note with respect to any Global Note
held on their behalf by the Depositary or by the Trustee as custodian for the
Depositary, and the Depositary shall be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Participants or Indirect Participants, the Applicable
Procedures or the operation of customary practices of the Depositary governing
the exercise of the rights of a holder of a beneficial interest in any Global
Note.




-30-


(f) Euroclear and
Clearstream Procedures Applicable.  The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.




Section
      2.02.
            Execution
      and Authentication.




(a) One
Officer shall execute the Notes on behalf of the Company by manual or facsimile
signature.




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




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




(d) The
Trustee shall, upon a written order of the Company signed by an Officer (an
“Authentication
Order”), authenticate Notes for issuance.




(e) The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  Unless otherwise provided in such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent.  An authenticating agent shall
have the same rights as the Trustee to deal with Holders, the Company or an
Affiliate of the Company.




Section
      2.03.
            Registrar
      and Paying Agent.




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




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




(c) The
Company initially appoints the Trustee to act as Registrar and Paying Agent and
to act as Custodian with respect to the Global Notes, and the Trustee hereby
agrees so to initially act.




Section
      2.04.
            Paying
      Agent to Hold Money in
Trust.




The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and shall notify the Trustee of any
default by the Company in making any such payment.  While any such
default continues,





-31-
 the
Trustee may require a Paying Agent to pay all funds held by it relating to the
Notes to the Trustee.  The Company at any time may require a Paying
Agent to pay all funds held by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
shall have no further liability for such funds.  If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all funds held by it as Paying
Agent.  Upon any Event of Default under Sections 6.01(h) and (i)
hereof relating to the Company, the Trustee shall serve as Paying Agent for the
Notes.




Section
      2.05.
            Holder
      Lists.




The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA §312(a).  If the Trustee is not the
Registrar, the Company shall furnish or cause to be furnished to the Trustee at
least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date or such shorter time as the Trustee may allow, as the Trustee may
reasonably require of the names and addresses of the Holders and the Company
shall otherwise comply with TIA §312(a).




Section
      2.06.
            Transfer
      and Exchange.




(a) Transfer and
Exchange of Global Notes.  A Global Note may not be transferred
as a whole except by the Depositary to a nominee of the Depositary, by a nominee
of the Depositary to the Depositary or to another nominee of the Depositary, or
by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global Notes shall be exchanged by the
Company for Definitive Notes if: (1) at any time the Depositary notifies the
Company that it is unwilling or unable to continue to act as Depositary for the
Global Notes or if at any time the Depositary shall no longer be eligible to act
as such because it ceases to be a clearing agency registered under the Exchange
Act, and, in either case, the Company shall not have appointed a successor
Depositary within 120 days after the Company receives such notice or becomes
aware of such ineligibility, (2) the Company, at its option, determines that the
Global Notes shall be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (3) upon written request of a Holder or
the Trustee if a Default or Event of Default shall have occurred and be
continuing.  Upon the occurrence of any of the events set forth in
clauses (1), (2) or (3) above, the Company shall execute, and, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate and deliver, Definitive Notes, in authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global
Notes in exchange for such Global Notes.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof.  Except as provided above, every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a), and beneficial interests in a Global Note
may not be transferred and exchanged other than as provided in Section 2.06(b),
(c) or (f) hereof.




In no
event shall the Regulation S Temporary Global Note be exchanged by the Company
for Definitive Notes prior to (x) the expiration of the Distribution Compliance
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.




(b) Transfer and
Exchange of Beneficial Interests in the Global Notes.  The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the





-32-
 extent
required by the Securities Act.  Transfers of beneficial interests in
Global Notes also shall require compliance with either clause (i) or (ii) below,
as applicable, as well as one or more of the other following clauses, as
applicable:




(i) Transfer of Beneficial
Interests in the Same Global Note.  Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend and any Applicable Procedures; provided, however, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Regulation S Temporary Global Note may not be made to or for
the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of
Regulation S) (other than a “distributor” (as defined in Rule 902(d) of the
Regulation S)).  Beneficial interests in any Unrestricted Global Note
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note.  Except as may be
required by any Applicable Procedures, no written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described
in this Section 2.06(b)(i).




(ii) All Other Transfers and
Exchanges of Beneficial Interests in Global Notes.  In
connection with all transfers and exchanges of beneficial interests that are not
subject to Section 2.06(b)(i) above, the transferor of such beneficial interest
must deliver to the Registrar either:  (A) both (1) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase or (B) both (1) if permitted under Section 2.06(a), a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to
the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (B)(1) above; provided that in no event
shall Definitive Notes be issued upon the transfer or exchange of beneficial
interests in the Regulation S Temporary Global Note prior to (x) the expiration
of the Distribution Compliance Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act.  Upon consummation of an Exchange Offer by the Company
in accordance with Section 2.06(f) hereof, the requirements of this Section
2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar
of the instructions contained in the Letter of Transmittal delivered by the
Holder of such beneficial interests in the Restricted Global
Notes.  Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and
the Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.06(i) hereof.




(iii) Transfer of Beneficial
Interests in a Restricted Global Note to Another Restricted Global
Note.  A holder of a beneficial interest in a Restricted Global
Note may transfer such beneficial interest to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note
if the transfer complies with the requirements of Section 2.06(b)(ii) above and
the Registrar receives the following:




(A)  if the
transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of
Exhibit





-33-
 B hereto,
including the certifications in item (1) thereof or, if permitted by the
Applicable Procedures, item (3) thereof; and




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




(iv) Transfer or Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A holder of a beneficial interest in
a Restricted Global Note may exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note or may transfer such beneficial interest
to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note only if the exchange or transfer complies with the
requirements of Section 2.06(b)(ii) above and:




(A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of the beneficial interest,
in the case of an exchange, or the transferee, in the case of a transfer, makes
any and all certifications required in the applicable Letter of Transmittal (or
is deemed to have made such certifications if delivery is made through the
Applicable Procedures) as may be required by such Registration Rights
Agreement;




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




(C) such
transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement;
or




(D) the
Registrar receives the following:




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




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




and, in
each such case set forth in this clause (D), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer
complies with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.




If any
such transfer is effected pursuant to clause (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall execute and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to clause (B) or (D) above.




-34-


(v) Transfer or Exchange of
Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in
a Restricted Global Note Prohibited.  Beneficial interests in
an Unrestricted Global Note may not be exchanged for, or transferred to Persons
who take delivery thereof in the form of, beneficial interests in a Restricted
Global Note.




(c) Transfer and
Exchange of Beneficial Interests in Global Notes for Definitive
Notes.




(i) Transfer or Exchange of
Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes.  Subject to Section 2.06(a) hereof, if any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the following
documentation:




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




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




(C) if such
beneficial interest is being transferred to a “Non-U.S. Person” in an offshore
transaction (as defined in Section 902(k) of Regulation S) in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;




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




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




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




the
Trustee shall reduce or cause to be reduced in a corresponding amount pursuant
to Section 2.06(i) hereof, the aggregate principal amount of the applicable
Restricted Global Note, and the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver a Restricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such beneficial
interest in the instructions delivered to the Registrar by the Depositary and
the applicable Participant or Indirect Participant on behalf of such
holder.  Any Restricted Definitive Note issued in exchange for
beneficial interests in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
designate in such instructions.  The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note





-35-


pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.




Notwithstanding
Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior to
(x) the expiration of the Distribution Compliance Period and (y) the
receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a
transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.




(ii) Transfer or Exchange of
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes.  Subject to Section 2.06(a) hereof, a holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:




(A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of such beneficial interest,
in the case of an exchange, or the transferee, in the case of a transfer, makes
any and all certifications in the applicable Letter of Transmittal (or is deemed
to have made such certifications if delivery is made through the Applicable
Procedures) as may be required by such Registration Rights
Agreement;




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




(C) such
transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement;
or




(D) the
Registrar receives the following:




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




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




and, in
each such case set forth in this clause (D), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer
complies with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.




Upon
satisfaction of any of the conditions of any of the clauses of this Section
2.06(c)(ii), the Company shall execute and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver an Unrestricted Definitive Note in the appropriate principal amount to
the Person designated by the holder of such beneficial interest in instructions
delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such





-36-
 holder,
and the Trustee shall reduce or cause to be reduced in a corresponding amount
pursuant to Section 2.06(i), the aggregate principal amount of the applicable
Restricted Global Note.




(iii) Transfer or Exchange of
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes.  Subject to Section 2.06(a) hereof, if any holder of a
beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for an Unrestricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then, upon satisfaction of the applicable
conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall reduce or
cause to be reduced in a corresponding amount pursuant to Section 2.06(i)
hereof, the aggregate principal amount of the applicable Unrestricted Global
Note, and the Company shall execute, and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver an Unrestricted Definitive Note in the appropriate principal amount to
the Person designated by the holder of such beneficial interest in instructions
delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such holder.  Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall designate in such instructions.  The Trustee shall
deliver such Unrestricted Definitive Notes to the Persons in whose names such
Notes are so registered.  Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall
not bear the Private Placement Legend.




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




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




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




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




(C) if such
Restricted Definitive Note is being transferred to a “non-U.S. Person” in an
offshore transaction (as defined in Rule 902(k) of Regulation S) in accordance
with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;




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




-37-


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




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




the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased in a corresponding amount pursuant to Section 2.06(i) hereof, the
aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, a 144A Global Note, in
the case of clause (C) above, a Regulation S Global Note.




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




(A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of such beneficial interest,
in the case of an exchange, or the transferee, in the case of a transfer, makes
any and all certifications in the applicable Letter of Transmittal (or is deemed
to have made such certifications if delivery is made through the Applicable
Procedures) as may be required by such Registration Rights
Agreement;




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




(C) such
transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement;
or




(D) the
Registrar receives the following:




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




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




and, in
each such case set forth in this clause (D), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer shall
be effected in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend shall no longer be
required in order to maintain compliance with the Securities Act.




Upon
satisfaction of the conditions of any of the clauses in this Section
2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and
increase or cause to be increased in a corre-





-38-
 sponding
amount pursuant to Section 2.06(i) hereof, the aggregate principal amount of the
Unrestricted Global Note.




(iii) Transfer or Exchange of
Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes.  A holder of an Unrestricted Definitive Note may
exchange such Unrestricted Definitive Note for a beneficial interest in an
Unrestricted Global Note or transfer such Unrestricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time.  Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(i) hereof the aggregate principal
amount of one of the Unrestricted Global Notes.




(iv) Transfer or Exchange of
Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes
Prohibited.  An Unrestricted Definitive Note may not be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, beneficial interests in a Restricted Global Note.




(v) Issuance of Unrestricted
Global Notes.  If any such exchange or transfer of a Definitive
Note for a beneficial interest in an Unrestricted Global Note is effected
pursuant to clause (ii)(B), (ii)(D) or (iii) at a time when an Unrestricted
Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.




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




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




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




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




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




-39-


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




(A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder, in the case of an exchange,
or the transferee, in the case of a transfer, makes any and all certifications
in the applicable Letter of Transmittal (or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) as may be
required by a Registration Rights Agreement;




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




(C) any such
transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement;
or




(D) the
Registrar receives the following:




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




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




and, in
each such case set forth in this clause (D), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer complies with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities
Act.




Upon
satisfaction of the conditions of any of the clauses of this Section
2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and
the Company shall execute, and upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver
an Unrestricted Definitive Note in the appropriate aggregate principal amount to
the Person designated by the holder of such prior Restricted Definitive Note in
instructions delivered to the Registrar by such holder.




(iii) Transfer of Unrestricted
Definitive Notes to Unrestricted Definitive Notes.  A holder of
Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to
a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note.  Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the holder thereof.




(f) Exchange
Offer.  Upon the occurrence of an Exchange Offer in accordance
with a Registration Rights Agreement, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate (A) one or more Unrestricted Global





-40-
 Notes in
an aggregate principal amount equal to the aggregate principal amount of the
beneficial interests in the applicable Restricted Global Notes (1) tendered for
acceptance by Persons that make any and all certifications in the applicable
Letters of Transmittal (or are deemed to have made such certifications if
delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement and (2) accepted for exchange in such Exchange
Offer and (B) Unrestricted Definitive Notes in an aggregate principal amount
equal to the aggregate principal amount of the Restricted Definitive Notes
tendered for acceptance by Persons who made the foregoing certifications and
accepted for exchange in the Exchange Offer.  Concurrently with the
issuance of such Notes, the Trustee shall reduce or cause to be reduced in a
corresponding amount the aggregate principal amount of the applicable Restricted
Global Notes, and the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver to the Persons designated by the holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
aggregate principal amount.




(g) Transfers of
Notes Held by Affiliates.  Any certificate (i) evidencing a
Note that has been transferred to an Affiliate of a Company, as evidenced by a
notation on the assignment form for such transfer or in the representation
letter delivered in respect thereof or (ii) evidencing a Note that has been
acquired from an affiliate (other than by an affiliate) in a transaction or a
chain of transactions not involving any public offering, as evidenced by a
notation on the certificate of transfer or certificate of exchange for such
transfer or in the representation letter delivered in respect thereof, shall,
until one year after the last date on which either the Company or any affiliate
of the Company was an owner of such Note, in each case, be in the form of a
Restricted Definitive Note.  The Registrar shall retain copies of all
letters, notices and other written communications received pursuant to Section
2.01(d) or this Section 2.06.  The Company shall have the right to
require the Registrar to deliver to the Company, at the Company’s expense,
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the
Registrar.




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




(i) Private Placement
Legend.




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




“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE
HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL





-41-


BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED
STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE
COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A)
ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED
HEREBY.”




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




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




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




UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR





-42-


PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE 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 INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




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




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




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




(j) General
Provisions Relating to Transfers and Exchanges.




(i) No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.18 and 9.05
hereof).




(ii) All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange and shall be entitled
to all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder.




(iii) Neither
the Registrar nor the Company shall be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the date of
selection, (B) to register the transfer of or to exchange





-43-


any Note
so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date (including a Regular Record Date) and the
next succeeding Interest Payment Date.




(iv) Prior to
due presentment for the registration of transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium, if any, and interest on such Note and for all
other purposes, in each case regardless of any notice to the
contrary.




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




(vi) The
Trustee is hereby authorized and directed to enter into a letter of
representation with the Depositary in the form provided by the Company and to
act in accordance with such letter.




Section
      2.07.
            Replacement
      Notes.




If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate a
replacement Note.  If required by the Trustee or the Company, the
Holder of such Note shall provide indemnity that is sufficient, in the judgment
of the Trustee or the Company, to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer in
connection with such replacement.  If required by the Company, such
Holder shall reimburse the Company for its reasonable expenses in connection
with such replacement.




Every
replacement Note issued in accordance with this Section 2.07 shall be the valid
obligation of the Company, evidencing the same debt as the destroyed, lost or
stolen Note, and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued
hereunder.




Section
      2.08.
            Outstanding
      Notes.




(a) The Notes
outstanding at any time shall be the entire principal amount of Notes
represented by all of the Global Notes and Definitive Notes authenticated by the
Trustee except for those cancelled by it, those delivered to it for
cancellation, those subject to reductions in beneficial interests effected by
the Trustee in accordance with Section 2.06 hereof, and those described in this
Section 2.08 as not outstanding.  Except as set forth in Section 2.09
hereof, a Note shall not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; provided, however, that Notes held by
the Company or a Subsidiary of the Company shall be deemed not to be outstanding
for purposes of Section 3.07(b) hereof.




(b) If a Note
is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced note is
held by a bona fide purchaser.




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




-44-


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




Section
      2.09.
            Treasury
      Notes.




In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or by
any Affiliate of the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that
the Trustee knows are so owned shall be so disregarded.




Section
      2.10.
            Temporary
      Notes.




Until
certificates representing Notes are ready for delivery, the Company may prepare
and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate temporary Notes.  Temporary
Notes shall be substantially in the form of Definitive Notes but may have
variations that the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee.  Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Global Notes
or Definitive Notes in exchange for temporary Notes, as
applicable.  After preparation of Definitive Notes, the temporary Note
will be exchangeable for Definitive Notes upon surrender of the temporary
Notes.




Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued
hereunder.




Section
      2.11.
            Cancellation.




The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  Upon sole direction of the Company, the Trustee and no one
else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy cancelled Notes (subject
to the record retention requirements of the Exchange Act or other applicable
laws) unless by written order, signed by an Officer of the Company, the Company
directs them to be returned to it.  Certification of the destruction
of all cancelled Notes shall be delivered to the Company from time to time upon
request.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for
cancellation.




Section
      2.12.
            Payment
      of Interest; Defaulted
Interest.




If the
Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Holders thereof.  If the
Company pays the defaulted interest prior to 30 days of the default in payment
of interest, payment shall be paid to the record Holder of the Notes as of the
original record date.  If such default in payment of interest
continues for 30 days, the Company will, in the case of Definitive Notes,
establish a subsequent special record date, which date shall be the fifteenth
day next preceding the date fixed by the Company for the payment of defaulted
interest.  If no special record date is required to be established
pursuant to the immediately preceding sentence, (i) in the case of Definitive
Notes, Holders of





-45-
 record on
the original record date shall be entitled to such payment of defaulted interest
and any such interest payable on the defaulted interest and (ii) in the case of
Global Notes, Holders on the Defaulted Interest Payment Date (as defined in the
next sentence) shall be entitled to such defaulted interest and any such
interest payable on the defaulted interest.  The Company shall notify
the Trustee and Paying Agent in writing of the amount of the defaulted interest
proposed to be paid on the Notes and the date of the proposed payment (a “Defaulted
Interest Payment Date”), and at the same time the Company shall deposit
with the Trustee or Paying Agent 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 or Paying Agent for such deposit prior
to the date of the proposed payment.




Section
      2.13.
            CUSIP
      or ISIN Numbers.




The
Company in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN”
numbers in notices of redemption or Offers to Purchase 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 notice of an Offer to Purchase and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such
redemption or Offer to Purchase shall not be affected by any defect in or
omission of such numbers.  The Company shall promptly notify the
Trustee of any change in the “CUSIP” and/or “ISIN” numbers.




Section
    2.14.
            Special
      Interest




If
Special Interest is payable by the Company pursuant to a Registration Rights
Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee
a certificate to that effect stating (i) the amount of such Special Interest
that is payable and (ii) the date on which such interest is payable pursuant to
Section 4.01 hereof.  Unless and until a Responsible Officer of the
Trustee receives such a certificate or instruction or direction from the Holders
in accordance with the terms of this Indenture, the Trustee may assume without
inquiry that no Special Interest is payable.  The foregoing shall not
prejudice the rights of the Holders with respect to their entitlement to Special
Interest as otherwise set forth in this Indenture or the Notes and pursuing any
action against the Company directly or otherwise directing the Trustee to take
any such action in accordance with the terms of this Indenture and the
Notes.  If the Company has paid Special Interest directly to the
Persons entitled to it, the Company shall deliver to the Trustee an Officers’
Certificate setting forth the details of such payment.




Section
    2.15.
            Issuance of Additional
      Notes




The
Company shall be entitled, subject to its compliance with Section 4.09 hereof,
to issue Additional Notes under this Indenture which shall have identical terms
as the Initial Notes issued on the date hereof, other than with respect to the
date of issuance, issue price and rights under a related Registration Rights
Agreement, if any.  The Initial Notes issued on the date hereof, any
Additional Notes and all Exchange Notes issued in exchange therefor shall be
treated as a single class for all purposes under this Indenture, including
directions, waivers, amendments, consents, redemptions and Offers to
Purchase.




With
respect to any Additional Notes, the Company shall set forth in a Board
Resolution and an Officers’ Certificate, a copy of each of which shall be
delivered to the Trustee, the following information:




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




-46-


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




(c) whether
such Additional Notes shall be subject to the restrictions on transfer set forth
in Section 2.06 hereof relating to Restricted Global Notes and Restricted
Definitive Notes.




Section
    2.16.
            Record
      Date.




The
record date for purposes of determining the identity of Holders of Notes
entitled to vote or consent to any action by vote or consent or permitted under
this Indenture shall be determined as provided for in TIA Section
316(c).






ARTICLE
3.




REDEMPTION AND
PREPAYMENT




Section
      3.01.
            Notices
      to Trustee.




If the
Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date (or such shorter period as
allowed by the Trustee), an Officers’ Certificate setting forth (a) the
applicable section of this Indenture pursuant to which the redemption shall
occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed
and (d) the redemption price.




Section
      3.02.
            Selection
      of Notes to Be Redeemed.




If less
than all of the Notes are to be redeemed at any time, the Trustee shall select
the Notes to be redeemed among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee deems fair and
appropriate.  In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date
by the Trustee from the outstanding Notes not previously called for
redemption.




The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  Notes and portions of Notes
selected shall be in amounts of $1,000 or integral multiples thereof; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not an integral multiple of $1,000,
shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.




Section
      3.03.
            Notice
      of Redemption.




At least
30 days but not more than 60 days prior to a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at such Holder’s
registered address appearing in the Security Register.




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The
notice shall identify the Notes to be redeemed and shall state:




(a) the
redemption date;




(b) the
appropriate method for calculation of the redemption price, but need not include
the redemption price itself; the actual redemption price shall be set forth in
an Officers’ Certificate delivered to the Trustee no later than two (2) Business
Days prior to the redemption date unless clause (2) of the definition of
“Comparable Treasury Price” is applicable, in which case such Officers’
Certificate should be delivered on the redemption date;




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




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




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




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




(g) the
applicable section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and




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




At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided,however, that the Company
shall have delivered to the Trustee, at least 45 days (or such shorter period
allowed by the Trustee), prior to the redemption date, an Officers’ Certificate
requesting that the Trustee give such notice (in the name and at the expense of
the Company) and setting forth the information to be stated in such notice as
provided in this Section 3.03.




Section
    3.04.
            Effect
      of Notice of Redemption.




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




Section
      3.05.
            Deposit
      of Redemption Price.




On or
prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and, if applicable, accrued and unpaid
interest on all Notes to be redeemed on that date.  The Trustee or the
Paying Agent shall promptly, and in any event within two (2) Business Days after
the redemption date, return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest, if any, on, all Notes to
be redeemed.




-48-


If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Notes or the portions
of Notes called for purchase or redemption in accordance with Section 2.08(d)
hereof, whether or not such Notes are presented for payment.  If a
Note is redeemed on or after a Regular Record Date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest, if any,
shall be paid to the Person in whose name such Note was registered at the close
of business on such Regular Record Date.  If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.




Section
    3.06.
            Notes
      Redeemed in Part.




Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
receipt of an authentication order in accordance with Section 2.02 hereof, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed portion of the Note
surrendered.




Section
      3.07.
            Optional
      Redemption.




(a) Except as
set forth in clauses (b) and (c) of this Section 3.07, the Notes shall not be
redeemable at the option of the Company prior to April 1,
2014.  Beginning on April 1, 2014, the Company may redeem all or a
portion of the Notes, at once or over time, after giving the notice required
pursuant to Section 3.03 hereof, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest on the Notes redeemed, to but excluding the applicable 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 twelve-month period commencing on April 1 of the years indicated
below:




Year
            Percentage2014
            104.125%2015
            102.063%2016
      and
      thereafter
            100.000%





(b) At any
time and from time to time prior to April 1, 2013, the Company may redeem up to
35% of the original aggregate principal amount of the Notes (including the
original aggregate principal amount of Additional Notes) issued under this
Indenture at a redemption price (expressed as a percentage of principal amount)
equal to 108.250% of the principal amount thereof, 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), with the proceeds of one or more Equity
Offerings; provided,
however, that (i) at
least 65% of the original aggregate principal amount of the Notes initially
issued under this Indenture (excluding Notes held by the Company and its
Subsidiaries) remains outstanding immediately after giving effect to such
redemption and (ii) any such redemption shall be made within 90 days of such
Equity Offering upon not less than 30 nor more than 60 days prior
notice.




(c) At any
time prior to April 1, 2014, the Company may redeem all or any portion of the
Notes, at once or over time, after giving the required notice under this
Indenture at a redemption price equal to the greater of:




(i) 100% of
the principal amount of the Notes to be redeemed, and




-49-


(ii) the sum
of the present values of (1) the redemption price of the Notes at April 1,
2014 (as set forth in the preceding paragraph) and (2) the remaining
scheduled payments of interest from the redemption date through April 1, 2014,
but excluding accrued and unpaid interest through the redemption date,
discounted to the redemption date (assuming a 360 day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points, plus, in
either case, accrued and unpaid interest, including Special Interest, if any, to
but excluding the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date).




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




Section
      3.08.
            Mandatory
      Redemption.




Except as
set forth in Sections 4.12 and 4.18 hereof, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to, or offer to
purchase, the Notes.




Section
    3.09.
            Offer to
      Purchase.




(a) In the
event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be
required to commence a Prepayment Offer or a Change of Control Offer (each, an
“Offer to
Purchase”), it shall follow the procedures specified below.




(b) The
Company shall cause a notice of the Offer to Purchase to be sent at least once
to the Dow Jones News
Service or similar business news service in the United
States.




(c) The
Company shall commence the Offer to Purchase by sending, by first-class mail,
with a copy to the Trustee, to each Holder at such Holder’s address appearing in
the security register of the Company, a notice the terms of which shall govern
the Offer to Purchase stating:




(i) that the
Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12
or Section 4.18, as the case may be, and, in the case of a Change of Control
Offer, that a Change of Control has occurred, the circumstances and relevant
facts regarding the Change of Control and that a Change of Control Offer is
being made pursuant to Section 4.18;




(ii) the
principal amount of Notes required to be purchased pursuant to Section 4.12 or
Section 4.18, as the case may be (the “Offer
Amount”), the purchase price set forth in Section 4.12 or Section 4.18,
as applicable (the “Purchase
Price”), the Offer Period and the Purchase Date (each as defined
below);




(iii) except as
provided in clause (ix), that all Notes timely tendered and not withdrawn shall
be accepted for payment;




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




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




-50-


(vi) that
Holders electing to have a Note purchased pursuant to an Offer to Purchase may
elect to have Notes purchased in integral multiples of $1,000 only;




(vii) that
Holders electing to have a Note purchased pursuant to any Offer to Purchase
shall be required to surrender the Note, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the Note completed, or transfer by
book-entry transfer, to the Company, the Depositary, if appointed by the
Company, or a Paying Agent at the address specified in the notice before the
close of business on the third Business Day before the Purchase
Date;




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




(ix) that, in
the case of a Prepayment Offer, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Notes to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $1,000 or integral multiples
thereof shall be purchased);




(x) that
Holders whose Notes were purchased in part shall be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer); and




(xi) any other
procedures the 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.




(d) The Offer
to Purchase shall remain open for a period of at least 30 days but no more than
60 days following its commencement, except to the extent that a longer period is
required by applicable law (the “Offer
Period”).  No later than five (5) Business Days (and in any
event no later than the 60th day following the Change of Control) after the
termination of the Offer Period (the “Purchase
Date”), the Company shall purchase the Offer Amount or, if less than the
Offer Amount has been tendered, all Notes tendered in response to the Offer to
Purchase.  Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.  The Company shall publicly
announce the results of the Offer to Purchase on the Purchase Date.




(e) On or
prior to the Purchase Date, the Company shall, to the extent
lawful:




(i) accept
for payment (on a pro
rata basis to the extent necessary in connection with a Prepayment
Offer), the Offer Amount of Notes or portions of Notes properly tendered and not
withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount
has been tendered, all Notes tendered;




(ii) deposit
with the Paying Agent funds in an amount equal to the Purchase Price in respect
of all Notes or portions of Notes properly tendered; and




(iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of





-51-


Notes
being purchased by the Company and that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section
3.09.




(f) The
Paying Agent (or the Company, if acting as the Paying Agent) shall promptly (but
in the case of a Change of Control, not later than 60 days from the date of the
Change of Control) deliver to each tendering Holder the Purchase
Price.  In the event that any portion of the Notes surrendered is not
purchased by the Company, the Company shall promptly execute and issue a new
Note in a principal amount equal to such unpurchased portion of the Note
surrendered, and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate and deliver (or cause to be
transferred by book-entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered; provided, however, that each such new
Note shall be in a principal amount of $1,000 or an integral multiple
thereof.   Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof.




(g) If the
Purchase Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered at the close of business on such
Regular Record Date, and no additional interest shall be payable to Holders who
tender Notes pursuant to the Offer to Purchase.




(h) The
Company shall comply, to the extent applicable, with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the Offer to Purchase.  To the extent that the provisions of any
securities laws or regulations conflict with Sections 4.12 or 4.18, as
applicable, this Section 3.09 or other provisions of this Indenture, the Company
shall comply with applicable securities laws and regulations and shall not be
deemed to have breached its obligations under Sections 4.12 or 4.18, as
applicable, this Section 3.09 or such other provision by virtue of such
compliance.




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




ARTICLE
4.




COVENANTS




Section
    4.01.
            Payment
      of Notes.




The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on, the Notes on the dates and in the manner provided in this Indenture
and the Notes.  Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then
due.  Such Paying Agent shall return to the Company promptly, and in
any event, no later than five (5) Business Days following the date of payment,
any money (including accrued interest) that exceeds such amount of principal,
premium, if any, and interest paid on the Notes.  The Company shall
pay Special Interest, if any, in the same manner, on the dates and in the
amounts set forth in a Registration Rights Agreement, the Notes and the
Indenture.  If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.




-52-


The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods), from time to time on demand at the same rate to
the extent lawful.




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




Section
      4.02.
            Maintenance
      of Office or Agency.




(a) The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office or drop facility of the Trustee or an
affiliate of the Trustee or Registrar) where Notes may be presented or
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. 
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee 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 where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations.  The
Company shall 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.




(c) The
Company hereby designates the Corporate Trust Office of the Trustee, as one such
office, drop facility or agency of the Company in accordance with Section 2.03
hereof.




Section
      4.03.
            Reports.




Whether
or not required by the Commission, so long as any Notes are outstanding, the
Parent will furnish to the Holders of Notes and the Trustee, within the time
periods specified in the Commission’s rules and regulations for a company
subject to reporting under Section 13(a) or 15(d) of the Exchange
Act:




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




(2)           all
current reports that would be required to be filed with the Commission on Form
8-K if the Parent were required to file such reports.




In
addition, whether or not required by the Commission, the Parent will file a copy
of all of the information and reports referred to in clauses (1) and (2) above
with the Commission for public availability within the time periods specified in
the Commission’s rules and regulations for a company subject to reporting under
Section 13(a) or 15(d) of the Exchange Act (unless the Commission will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request.  Notwithstanding the
foregoing, to the extent the Parent files the information and reports referred
to in clauses (1) and (2) above with the Commission and such information is
publicly available on the Internet, the Parent shall be deemed to be in
compliance with its obligations to furnish such infor-





-53-
 mation to
the Holders of the Notes and to make such information available to securities
analysts and prospective investors.




Section
      4.04.
            Compliance
      Certificate.




(a) The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Company, the Guarantors and their respective Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company, the Guarantors and
their respective Subsidiaries have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company,
the Guarantors and their respective Subsidiaries have kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and are not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of, premium, if any, or interest on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.




(b) The
Company shall otherwise comply with TIA §314(a)(2).




(c) The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event
that with the giving of notice and/or 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
    4.05.
            Taxes.




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




Section
    4.06.
            Stay,
      Extension and Usury Laws.




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




Section
      4.07.
            Corporate
      Existence.




Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (a) its corporate
existence, and the corporate, partnership or other existence of each Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Restricted
Subsidiary and





-54-
 (b) the
rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any Restricted Subsidiary, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes, or that such preservation is not
necessary in connection with any transaction not prohibited by this
Indenture.




Section
      4.08.
            Payments
      for Consent.




The Parent and the Company shall not, and shall not permit any of
their respective 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
      4.09.
            Incurrence
      of Additional Debt.




(a) The
Parent and the Company shall not, and shall not permit any of their respective
Restricted Subsidiaries to, Incur, directly or indirectly, any Debt, including
any Acquired Debt (other than Permitted Debt) unless, after giving effect to the
application of the proceeds thereof, no Default or Event of Default would occur
as a consequence of such Incurrence or be continuing following such Incurrence
and such Debt is Debt of the Company or a Guarantor and, after giving effect to
the Incurrence of such Debt and the application of the proceeds thereof, the
Consolidated Interest Coverage Ratio would be at least 2.00 to
1.00.




(b) The term
“Permitted
Debt” is defined to include the following:




(i) (A) Debt
of the Company evidenced by the Notes and the Exchange Notes issued in exchange
for such Notes and in exchange for any Additional Notes and (B) Debt of the
Guarantors evidenced by the Guarantees relating to the Notes and the Exchange
Notes issued in exchange for such Notes and in exchange for any Additional
Notes;




(ii) Debt of
the Parent or a Restricted Subsidiary of the Parent under Credit Facilities;
provided that the
aggregate principal amount of all such Debt under Credit Facilities at any one
time outstanding shall not exceed $380.0 million; provided, further, that such amount
shall be permanently reduced by (x) the amount of Net Available Cash used
to Repay Debt under Credit Facilities (to the extent, in the case of any
revolving credit Debt, such Repayment effects a corresponding commitment
reduction thereunder) and not subsequently reinvested in Additional Assets or
used to purchase Notes or Repay other Debt, pursuant to Section 4.12 and
(y) any amounts outstanding under Permitted Receivables
Financings;




(iii) Debt of
the Parent or a Restricted Subsidiary in respect of Capital Lease Obligations
and Purchase Money Debt; provided that:




(A) the
aggregate principal amount of such Debt does not exceed the Fair Market Value
(on the date of the Incurrence thereof) of the Property acquired, constructed or
leased, and




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(B) the
aggregate principal amount of all Debt Incurred and then outstanding pursuant to
this clause (iii) (together with all Permitted Refinancing Debt Incurred
and then outstanding in respect of Debt previously Incurred pursuant to this
clause (iii)) does not exceed $20.0 million;




(iv) Debt of
the Parent owing to and held by any Restricted Subsidiary and Debt of a
Restricted Subsidiary owing to and held by the Parent or any Restricted
Subsidiary; provided,
however, that any
subsequent issue or transfer of Capital Stock or other event that results in any
such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of any such Debt (except to the Parent or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Debt by the issuer thereof; provided, further, however, that if the Company
or any Guarantor is the obligor on any such Debt and the lender is not an
obligor on the Notes, such Debt must be expressly subordinated in right of
payment to the prior payment in full of all obligations with respect to the
Notes and the Guarantees, as the case may be;




(v) Acquired
Debt of a Restricted Subsidiary outstanding on the date on which such Restricted
Subsidiary is acquired by the Parent or a Restricted Subsidiary or otherwise
becomes a Restricted Subsidiary (other than Acquired 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 Parent
or another Restricted Subsidiary or was otherwise acquired by the Parent or
another Restricted Subsidiary); provided that at the time
such Restricted Subsidiary is acquired by the Parent or another Restricted
Subsidiary or otherwise becomes a Restricted Subsidiary and after giving effect
to the Incurrence of such Acquired Debt, the Company would have been able to
Incur $1.00 of additional Debt pursuant to Section 4.09(a);




(vi) Debt of
the Parent or any Restricted Subsidiary under Interest Rate Agreements entered
into for the purpose of fixing, hedging or swapping interest rate risk in the
ordinary course of the financial management of the Parent or such Restricted
Subsidiary and not for speculative purposes; provided that the obligations
under such agreements are directly related to payment obligations on Debt
otherwise permitted by the terms of this Section 4.09;




(vii) Debt of
the Parent or any Restricted Subsidiary under Currency Exchange Protection
Agreements entered into for the purpose of fixing, hedging or swapping currency
exchange rate risks directly related to transactions entered into by the Parent
or such Restricted Subsidiary in the ordinary course of business and not for
speculative purposes;




(viii) Debt of
the Parent or any Restricted Subsidiary under Commodity Price Protection
Agreements entered into in the ordinary course of the financial management of
the Parent or such Restricted Subsidiary and not for speculative
purposes;




(ix) Debt in
connection with one or more standby letters of credit or performance or surety
bonds issued by the Parent or a Restricted Subsidiary in the ordinary course of
business or pursuant to self-insurance obligations and not in connection with
the borrowing of money or the obtaining of advances or credit;




(x) the
guarantee by the Parent or any Restricted Subsidiary of Debt of the Parent or
any Restricted Subsidiary that was permitted to be incurred by another provision
of this Indenture;




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(xi) Debt
represented by agreements of the Parent or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price, earn-out or similar obligations,
or from guarantees or letters of credit, surety bonds, escrow accounts or
performance bonds securing any obligation of the Parent or a Restricted
Subsidiary pursuant to such agreements, in each case, incurred in connection
with the acquisition or disposition of any business or assets otherwise
permitted under this Indenture; provided that the maximum
liability in respect of all such Debt shall at no time exceed the gross proceeds
actually received by the Parent and its Restricted Subsidiaries in connection
with such acquisition or disposition;




(xii) Debt
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds in
the ordinary course of business; provided, however, that such Debt is
extinguished within five Business Days of incurrence;




(xiii) the
Incurrence by a Securitization Subsidiary of Non-Recourse Debt in connection
with or pursuant to a Permitted Receivables Financing;




(xiv) Debt of a
Foreign Restricted Subsidiary that is Incurred solely for working capital
purposes; provided that
the aggregate principal amount of all Debt Incurred and outstanding under this
clause (b)(xiv) (together with all Permitted Refinancing Debt Incurred and
then outstanding under this clause (b)(xiv)) does not exceed
$10.0 million;




(xv) Debt of
the Parent or a Restricted Subsidiary outstanding on the Issue Date not
otherwise described in clauses (i) through (xiv) above, including,
until May 15, 2010, Debt evidenced by the Existing Notes;




(xvi) Debt of
the Company or a Guarantor not otherwise permitted under the foregoing clauses
(b)(i) through (b)(xv) in an aggregate principal amount (or accreted value, as
applicable) outstanding at any one time not to exceed $20.0 million;
and




(xvii) Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to
clause (a) of this Section 4.09 and clauses (b)(i), (iii), (v),
(xiv) and (xv) above.




(c) Notwithstanding
anything to the contrary contained in this Section 4.09,




(i) the
Parent and the Company shall not, and shall not permit any Guarantor to, Incur
any Debt pursuant to paragraph (b)(xvii) of this Section 4.09 if the
proceeds thereof are used, directly or indirectly, to Refinance any Subordinated
Debt unless such Debt shall be subordinated to the Notes or the applicable
Guarantee, as the case may be, to at least the same extent as such Subordinated
Debt;




(ii) the
Parent shall not permit any Restricted Subsidiary that is not the Company or a
Guarantor to Incur any Debt pursuant to paragraph (b)(xvii) of this Section
4.09 if the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Debt of the Company or any Guarantor;




(iii) accrual
of interest, accretion or amortization of original issue discount and the
payment of interest or dividends in the form of additional Debt, will be deemed
not to be an Incurrence of Debt for purposes of this Section 4.09;
and




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(iv) the
maximum amount of Debt that the Parent or any Restricted Subsidiary of the
Parent shall not be deemed exceeded solely as a result of fluctuations in
exchange rates or currency values occurring after such Debt was
Incurred.




(d) For
purposes of determining compliance with this Section 4.09, in the event that an
item of Debt meets the criteria of more than one of the categories of Permitted
Debt described in clauses (b)(i) through (b)(xvii) above or is
entitled to be incurred pursuant to clause (a) of this Section 4.09, the Company
shall, in its sole discretion, classify (or later reclassify in whole or in
part, in its sole discretion) such item of Debt in any manner that complies with
this Section 4.09. Debt under the Senior Secured Credit Facilities outstanding
on the Issue Date shall be deemed to have been incurred on such date in reliance
on the exception provided by clause (b)(ii) above. The principal amount of
any Debt supported by a letter of credit issued under a Credit Facility in
accordance with clause (b)(ii) above will not constitute a separate
incurrence of Debt for purposes of this Section 4.09, to the extent of the
stated amount of the letter of credit.




The
Parent and its Restricted Subsidiaries will not incur or suffer to exist any
Debt that is subordinated in right of payment to any other Debt of the Parent
and its Restricted Subsidiaries unless such Debt is at least equally
subordinated in right of payment to the Notes and the Guarantees.




Section
      4.10.
            Restricted
      Payments.




(a) The
Parent shall not make, and shall not permit any of its Restricted Subsidiaries
to make, directly or indirectly, any Restricted Payment if at the time of, and
after giving effect to, such proposed Restricted Payment,




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




(ii) the
Company could not Incur at least $1.00 of additional Debt pursuant to Section
4.09(a); or




(iii) the
aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made since January 1, 2010 (the amount of any Restricted Payment, if
made other than in cash, to be based upon Fair Market Value at the time of such
Restricted Payment) 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 January 1, 2010 to the end of the most
recently completed fiscal quarter for which financial statements are available
(or if the aggregate amount of Consolidated Net Income for such period shall be
a deficit, minus 100% of such deficit); plus




(B) 100% of
the Capital Contributions (other than Excluded Contributions); plus




(C) the sum
of:




(1)           the
aggregate net cash proceeds received by the Parent or any Restricted Subsidiary
from the issuance or sale after January 1, 2010 of convertible or exchangeable
Debt that has been converted into or exchanged for Capital Stock (other than
Disqualified Stock) of the Parent; and




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(2)           the
aggregate amount by which Debt (other than Subordinated Debt) of the Parent or
any Restricted Subsidiary is reduced on the Parent’s consolidated balance sheet
on or after January 1, 2010 upon the conversion or exchange of any Debt issued
or sold on or prior to January 1, 2010 that is convertible or exchangeable for
Capital Stock (other than Disqualified Stock) of the Parent,




excluding,
in the case of clause (1) or (2):




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




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




(D) an amount
equal to the sum of:




(1)           the
amount received from any  Investments in any Persons since January 1,
2010 other than the Parent or a Restricted Subsidiary resulting from dividends,
repayments of loans or advances or other transfers of Property, in each case to
the Parent or any Restricted Subsidiary from such Person; and




(2)           the
portion (proportionate to the Parent’s equity interest in such Unrestricted
Subsidiary) of the Fair Market Value of the net assets of an Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary or has been merged or consolidated with or into or transfers all of
its assets into the Parent or another Restricted Subsidiary; provided, however, that the foregoing
sum shall not exceed, in the case of any Person, the amount of Investments
previously made (and treated as a Restricted Payment) by the Parent or any
Restricted Subsidiary in such Person; plus




(E) $50,000,000.




(b) The
provisions of the first paragraph of this Section 4.10 will not
prohibit:




(i) the
payment of any dividends 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 at the time of
such payment of such dividend, no other Default or Event of Default shall have
occurred and be continuing (or result therefrom); provided, further, however, that such dividend
shall be included in the calculation of the amount of Restricted
Payments;




(ii) the
purchase, repurchase, redemption, legal defeasance, acquisition or retirement
for value of Capital Stock of the Parent or Subordinated Debt in exchange for,
or out of the proceeds of the sale within 30 days of, Capital Stock of the
Parent (other than Disqualified Stock and other than Capital Stock issued or
sold to a Subsidiary of the Parent or an employee stock ownership plan or trust
established by the Parent or any such Subsidiary for the benefit of their
employees); provided,
however,
that




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(A) such
purchase, repurchase, redemption, legal defeasance, acquisition or retirement
shall be excluded in the calculation of the amount of Restricted Payments
and




(B) the
Capital Contributions from such exchange or sale shall be excluded from the
calculation pursuant to clause (a)(iii)(B) above;




(iii) the
purchase, repurchase, redemption, legal defeasance, acquisition or retirement
for value of any Subordinated Debt in exchange for, or out of the proceeds of
the sale within 30 days of, Permitted Refinancing Debt; provided, however, that such purchase,
repurchase, redemption, legal defeasance, acquisition or retirement shall be
excluded in the calculation of the amount of Restricted Payments;




(iv) the
repurchase of shares or units of, or options to purchase shares of, common stock
or common units, as the case may be, of the Parent or any of its Subsidiaries
from current or former officers, directors or employees of the Parent or any of
its Subsidiaries (or permitted transferees of such current or former officers,
directors or employees), pursuant to the terms of agreements (including
employment agreements) or plans (or amendments thereto) approved by the Board of
Directors under which such individuals purchase or sell, or are granted the
option to purchase or sell, shares of such common stock or common units; provided, however, that the aggregate
amount of such repurchases shall not exceed $2.0 million in any calendar
year and at the time of such repurchase, no other Default or Event of Default
shall have occurred and be continuing (or result therefrom); provided, further, that unused amounts
may carry over and be used in subsequent calendar years, in addition to the
amounts permitted for such calendar year, up to a maximum of $5.0 million
in any calendar year; provided,further, however, that such
repurchases shall be included in the calculation of the amount of Restricted
Payments;




(v) the
repurchase of Capital Stock deemed to occur upon the exercise of stock options
to the extent such Capital Stock represented a portion of the exercise price of
those stock options; provided, however, that such payments
will be excluded in the calculation of the amount of Restricted
Payments;




(vi) so long
as no Default or Event of Default has occurred and is continuing or would be
caused thereby, the declaration of any payment of regularly scheduled or accrued
dividends to (A) holders of any class or series of Disqualified Stock of
the Parent issued on or after the Issue Date pursuant to Section 4.09(a) and
(B) holders of any class or series of Preferred Stock (other than
Disqualified Stock) of the Parent issued after the Issue Date; providedthat at the time of
the issuance of such stock and after giving pro forma effect thereto (treating
the aggregate liquidation preference of such Preferred Stock as Debt), the
Company would have been able to incur at least $1.00 of additional Debt pursuant
to Section 4.09(a); provided, however, that such payments
will be excluded in the calculation of the amount of Restricted
Payments;




(vii) so long
as no Default or Event of Default has occurred and is continuing or would be
caused thereby, upon the occurrence of a Change of Control and within
90 days after completion of the offer to repurchase Notes pursuant to
Section 4.18 (including the purchase of all Notes tendered), any repurchase
or redemption of Debt of the Parent or any of its Restricted Subsidiaries
subordinated to the Notes that is required to be repurchased or redeemed
pursuant to the terms thereof as a result of such Change of Control, at a
purchase price not greater than 101% of the outstanding principal amount thereof
(plus accrued and unpaid interest and liquidated damages, if any); provided that such
redemptions or repurchases shall be included in the calculation of the amount of
Restricted Payments;




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(viii) so long
as no Default or Event of Default has occurred and is continuing or would be
caused thereby, within 90 days after completion of any offer to repurchase
Notes pursuant to Section 4.12 (including the purchase of all Notes tendered),
any repurchase or redemption of Debt of the Parent or any of its Restricted
Subsidiaries subordinated to the Notes that is required to be repurchased or
redeemed pursuant to the terms thereof as a result of such Asset Sale, at a
purchase price not greater than 100% of the outstanding principal amount thereof
(plus accrued and unpaid interest and liquidated damages, if any); provided that such
redemptions or repurchases shall be included in the calculation of the amount of
Restricted Payments; or




(ix) the
redemption, repurchase or other acquisition for value of Capital Stock of the
Parent representing fractional shares of such Capital Stock in connection with a
merger, consolidation, amalgamation or other combination involving the Company
or any direct or indirect parent entity of the Company; provided that such
redemptions, repurchases or other acquisitions shall be included in the
calculation of the amount of Restricted Payments;




(x) Investments
that are made with Excluded Contributions; provided that such payments
shall be excluded in the calculation of the amount of Restricted
Payments;




(xi) to the
extent the Existing Notes are deemed to be Subordinated Debt, the purchase,
redemption or retirement for value of the Existing Notes; provided that each
purchase, redemption, or retirements for value shall be excluded in the
calculation of the amount of Restricted Payments; and




(xii) so long
as no Default or Event of Default has occurred and is continuing or would be
caused thereby, Restricted Payments not otherwise permitted under the foregoing
clauses (b)(i) through (b)(xi) in an amount not to exceed $15.0 million;
provided that such
amounts shall be excluded in the calculation of the amount of Restricted
Payments.




For
purposes of determining compliance with this covenant, in the event that a
Restricted Payment meets the criteria of more than one of the categories
described in clauses (b)(i) through (b)(xii) above or is entitled to be made
pursuant to Section 4.10(a), the Company shall, in its sole discretion, classify
(or later reclassify in whole or in part, in its sole discretion) such
Restricted Payment in any manner that complies with this covenant.




Section
      4.11.
            Liens.




(a) The
Parent and the Company shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, Incur or suffer to exist any
Lien (other than Permitted Liens) upon any of its Property (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, or any interest therein or any income or profits therefrom,
unless:




(i) if such
Lien secures Debt ranking pari
passu with the Notes, the Notes or the applicable Guarantee is secured on
an equal and ratable basis with such Debt; and




(ii) if such
Lien secures Subordinated Debt, such Lien shall be subordinated to a Lien
securing the Notes or the applicable Guarantee in the same Property as that
securing such Lien to the same extent as such Subordinated Debt is subordinated
to the Notes and the Guarantees.




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Section
    4.12.
            Asset
      Sales.




(a) The
Parent and the Company shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale
unless:




(i) the
Parent or a Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the Property subject to
such Asset Sale;




(ii) at least
75% of the consideration paid to the Parent or a Restricted Subsidiary in
connection with such Asset Sale is in the form of cash or Cash Equivalents or
the assumption by the purchaser of liabilities of the Parent or any Restricted
Subsidiary (other than contingent liabilities or liabilities that are by their
terms subordinated to the Notes or the applicable Guarantee) as a result of
which the Parent and the Restricted Subsidiaries are no longer obligated with
respect to such liabilities; and




(iii) the
Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with the foregoing clauses (i) and (ii).




(b) Solely
for the purposes of clause (a)(ii) above, the following will be deemed to be
cash:




(i) any
securities, notes or other obligations received by the Parent or the Restricted
Subsidiary from a transferee that are converted by the Parent or such Restricted
Subsidiary into cash (to the extent of the cash received) within 90 days
following the closing of such Asset Sale; and




(ii) any
Designated Non-cash Consideration received by the Parent or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value
(measured at the time received and without giving effect to subsequent changes
in value), taken together with all other Designated Noncash Consideration
received pursuant to this clause (b)(ii) then outstanding, not to exceed
$20.0 million.




(c) The Net
Available Cash (or any portion thereof) from Asset Sales may be applied by the
Parent, the Company or a Restricted Subsidiary, to the extent the Parent, the
Company or such Restricted Subsidiary elects (or is required by the terms of any
Debt):




(i) to Repay
Debt outstanding under Credit Facilities; or




(ii) 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
Parent, the Company or Restricted Subsidiary).




(d) Pending
the final application of any such Net Available Cash, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Available Cash in any manner that is not prohibited by this
Indenture.




(e) Any Net
Available Cash from an Asset Sale not applied in accordance with the preceding
paragraph within 365 days from the date of the receipt of such Net
Available Cash or that is not segregated from the general funds of the Company
for investment in identified Additional Assets in respect of a project that
shall have been commenced, and for which binding contractual commitments have
been entered into, prior to the end of such 365-day period and that shall not
have been completed or abandoned shall constitute “Excess
Proceeds”; provided, however, that if during such
365-day period after the re-





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 ceipt of
any such Net Available Cash the Parent (or the applicable Restricted Subsidiary)
enters into a definitive binding agreement committing it to apply such Net
Available Cash in accordance with the requirements of clause (b) of the
preceding paragraph after such 365th day, such 365-day period will be extended
with respect to the amount of Net Available Cash so committed for a period not
to exceed 120 days until such Net Available Cash is applied in accordance with
such agreement (or, if earlier, until termination of such agreement); provided, further, however, that the amount of
any Net Available Cash that ceases to be so segregated as contemplated above and
any Net Available Cash that is segregated in respect of a project that is
abandoned or completed shall also constitute “Excess Proceeds” at the time any
such Net Available Cash ceases to be so segregated or at the time the relevant
project is so abandoned or completed, as applicable; provided, further, however, that the amount of
any Net Available Cash that continues to be segregated for investment in
identified Additional Assets and that is not actually so invested within 365
days (as extended with respect to the amount of Net Available Cash committed to
be applied in accordance with a definitive binding agreement as described above)
from the date of the receipt of such Net Available Cash shall also constitute
“Excess Proceeds.”




When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
shall make an offer to repurchase (the “Prepayment
Offer”) the Notes within five Business Days, 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 thereof, plus accrued and unpaid interest, including Special
Interest, if any, to the repurchase date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the procedures (including prorating
in the event of oversubscription) set forth in Section 3.09. To the extent that
any portion of the amount of Net Available Cash remains after compliance with
the preceding sentence and provided that all Holders of
Notes have been given the opportunity to tender their Notes for repurchase in
accordance with this Indenture, the Parent or a 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.




The term
“Allocable
Excess Proceeds” shall mean the product of:




(a)           the
Excess Proceeds and




(b)           a
fraction,




(1)           the
numerator of which is the aggregate principal amount of the Notes outstanding on
the date of the Prepayment Offer, and




(2)           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 4.12 and requiring the Company to make an offer to repurchase such Debt
at substantially the same time as the Prepayment Offer.




(f) The
Company shall comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Section 4.12. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.12, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.12 by virtue thereof.




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Section
      4.13.
            Restrictions
      on Distributions from Restricted
  Subsidiaries.




(a) The
Parent and the Company shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist any consensual restriction on the right of any of their
respective Restricted Subsidiaries to:




(i) 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 any
Restricted Subsidiary or, in the case of a Restricted Subsidiary that is not
owned, directly or indirectly by the Company or any Guarantor, to the Parent or
any Restricted Subsidiary,




(ii) make any
loans or advances to the Parent or any Restricted Subsidiary, or




(iii) transfer
any of its Property to the Parent or any Restricted Subsidiary.




(b) The
foregoing limitations will not apply:




(i) with
respect to clauses (i), (ii) and (iii), to restrictions:




(A) in effect
on the Issue Date (including, without limitation, restrictions pursuant to the
Notes, this Indenture and the Senior Secured Credit Facilities),




(B) relating
to Debt of a Restricted Subsidiary and existing at the time it became a
Restricted Subsidiary if such restriction was not created in connection with or
in anticipation of the transaction or series of transactions pursuant to which
such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the
Parent or the Company,




(C) that
result from the Refinancing of Debt Incurred pursuant to an agreement referred
to in clause (i)(A) or (B) above or in clause (ii)(A) or
(B) below; provided such restrictions
are not more restrictive, taken as a whole, than those contained in the
agreement evidencing the Debt so Refinanced,




(D) contained
in any agreement for the sale or other disposition of a Restricted Subsidiary in
accordance with the terms of this Indenture that restricts distributions by that
Restricted Subsidiary pending such sale or other disposition,




(E) relating
to Debt or other contractual requirements or restrictions of a Securitization
Subsidiary in connection with a Permitted Receivables Financing; providedthat such
restrictions only apply to such Securitization Subsidiary,




(F) contained
in any agreement governing Debt incurred by a Foreign Restricted Subsidiary
permitted under Section 4.09; providedthat such
restrictions only apply to such Foreign Restricted Subsidiary; provided, further, that such Debt is
not guaranteed by the Parent or any of its Domestic Restricted Subsidiaries,
and




(G) customary
restrictions contained in any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or other similar
agreement or arrangement to the extent the related Hedging Obligation is
otherwise permitted under this Indenture.




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(ii) with
respect to clause (iii) only, to restrictions:




(A) relating
to Debt that is permitted to be Incurred and secured without also securing the
Notes or the applicable Guarantee pursuant to Section 4.09 and Section 4.11 that
limit the right of the debtor to dispose of the Property securing such
Debt,




(B) encumbering
Property at the time such Property was acquired by the Parent or any Restricted
Subsidiary, so long as such restrictions relate solely to the Property so
acquired and were not created in connection with or in anticipation of such
acquisition,




(C) resulting
from customary provisions restricting subletting or assignment of leases or
customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder,




(D) customary
restrictions contained in asset sale agreements, sale-leaseback agreements,
stock sale agreements and other similar agreements limiting the transfer of such
Property pending the closing of such sale,




(E) customary
restrictions contained in joint venture and similar agreements entered into in
the ordinary course of business and otherwise not prohibited by this
Indenture,




(F) customary
non-assignment provisions in leases entered into in the ordinary course of
business, and




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




Section
      4.14.
            Affiliate
      Transactions.




(a) The
Parent and the Company shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, 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 Parent or the Company (an
“Affiliate
Transaction”), unless:




(i) the terms
of such Affiliate Transaction are set forth in writing and no less favorable to
the Parent or such Restricted Subsidiary, as the case may be, than those that
could be obtained in a comparable arm’s-length transaction with a Person that is
not an Affiliate of the Parent or such Restricted Subsidiary;




(ii) if such
Affiliate Transaction involves aggregate payments or value in excess of $2.5
million, the Company delivers an Officers’ Certificate to the Trustee certifying
that such transaction or series of related transactions complies with clause (i)
above; and




(iii) if such
Affiliate Transaction involves aggregate payments or value in excess of $15.0
million, either (A) such Affiliate Transaction has been approved by a majority
of the Disinterested Directors of the Board of Directors, or in the event there
is only one Disinterested Director, by such Disinterested Director, or (B) the
Company obtains a written opinion from an Independent Financial Advisor to the
effect that the consideration to be paid or received in connection





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 with such
Affiliate Transaction is fair, from a financial point of view, to the Parent and
its Restricted Subsidiaries.




(b) Notwithstanding
the foregoing limitation, the Parent or any Restricted Subsidiary may enter into
or suffer to exist the following:




(i) any
transaction or series of transactions between the Parent and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries in the
ordinary course of business;




(ii) any
Restricted Payment permitted to be made pursuant to Section 4.10 or any
Permitted Investment;




(iii) the
payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of officers, directors and employees of the
Parent or any of its Restricted Subsidiaries, so long as the Board of Directors
in good faith shall have approved the terms thereof and deemed the services
theretofore or thereafter to be performed for such compensation to be fair
consideration therefor;




(iv) loans and
advances to non-executive employees made in the ordinary course of business and
consistent with the past practices of the Parent or such Restricted Subsidiary,
as the case may be; provided that such loans and
advances do not exceed $2.0 million in the aggregate at any one time
outstanding;




(v) agreements
in effect on the Issue Date and described in the offering memorandum and any
modifications, extensions or renewals thereto that are no less favorable to the
Parent or any Restricted Subsidiary than such agreements as in effect on the
Issue Date;




(vi) customary
indemnification agreements with officers and directors of the Parent or its
Restricted Subsidiaries;




(vii) transactions
with a Person (other than an Unrestricted Subsidiary of the Parent) that is an
Affiliate of the Parent solely because the Parent owns, directly or through a
Restricted Subsidiary, Capital Stock in or controls such Person;




(viii) any
payments or other transactions pursuant to any tax sharing agreement between
Parent or the Company and any other Person with which Parent or the Company
files a consolidated tax return or with which the Parent or the Company is part
of a consolidated group for tax purposes;




(ix) the
issuance of Capital Stock (other than Disqualified Stock) of the Parent to any
Affiliate; and




(x) transactions
between a Securitization Subsidiary and the Parent or one or more Restricted
Subsidiaries in connection with a Permitted Receivables Financing.




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Section
      4.15.
            RESERVED.




Section
      4.16.
            RESERVED.




Section
      4.17.
            Designation
      of Restricted and Unrestricted
  Subsidiaries.




(a) The Board
of Directors of the Company may designate any of the Parent’s Subsidiaries to be
an Unrestricted Subsidiary if the Parent or a Restricted Subsidiary, as the case
may be, is permitted to make such Investment in such Subsidiary and such
Subsidiary:




(i) does not
own any Capital Stock or Debt of, or own or hold any Lien on any Property of,
the Parent or any Restricted Subsidiary;




(ii) has no
Debt other than Non-Recourse Debt; provided, however, that the Parent or a
Restricted Subsidiary may loan, advance, extend credit to, or guarantee the Debt
of an Unrestricted Subsidiary at any time at or after such Subsidiary is
designated as an Unrestricted Subsidiary in accordance with Section
4.10;




(iii) except as
would be permitted by Section 4.14, is not party to any agreement, contract,
arrangement or understanding with the Parent or any Restricted Subsidiaries
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable, taken as a whole, to the Parent or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Parent or the Company;




(iv) is a
Person with respect to which neither the Parent nor any Restricted Subsidiaries
has any direct or indirect obligation (A) to subscribe for additional Capital
Stock or (B) to maintain or preserve such Person’s financial condition or to
cause such Person to achieve any specified levels of operating results;
and




(v) has not
Guaranteed or otherwise directly or indirectly provided credit support in the
form of Debt for any Debt of the Parent or its Restricted
Subsidiaries.




(b) Unless so
designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary
of the Parent will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary
shall not be designated a Restricted Subsidiary and shall be automatically
classified as an Unrestricted Subsidiary if either of the requirements set forth
in subparagraphs (i) and (ii) of clause (d) below will not be satisfied after
giving pro forma effect to such classification or if such Person is a Subsidiary
of an Unrestricted Subsidiary.




(c) Except as
provided in the first sentence of clause (b), no Restricted Subsidiary may be
redesignated as an Unrestricted Subsidiary, and neither the Parent nor any
Restricted Subsidiary shall at any time be directly or indirectly liable for any
Debt that provides that the holder thereof may (with the passage of time or
notice or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity upon the occurrence of a
default with respect to any Debt, Lien or other obligation of any Unrestricted
Subsidiary (including any right to take enforcement action against such
Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with this Section 4.17, such Restricted
Subsidiary shall, by execution and delivery of a supplemental indenture in form
satisfactory to the Trustee, be released from any Guarantee previously made by
such Restricted Subsidiary.




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(d) The Board
of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation,




(i) the
Company could Incur at least $1.00 of additional Debt pursuant to Section
4.09(a); and




(ii) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom.




Any such
designation or redesignation by the Board of Directors will be evidenced to the
Trustee by filing with the Trustee a Board Resolution giving effect to such
designation or redesignation and an Officers’ Certificate that:




(a)        certifies
that such designation or redesignation complies with the foregoing provisions,
and




(b)        gives
the effective date of such designation or redesignation;




such
filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Parent in which such designation or redesignation is made (or, in
the case of a designation or redesignation made during the last fiscal quarter
of the Company’s fiscal year, within 90 days after the end of such fiscal
year).




Section
      4.18.
            Repurchase
      at the Option of Holders upon a Change of
  Control.




(a) Upon the
occurrence of a Change of Control, the Company shall, within 30 days of a Change
of Control, make an offer (the “Change of Control
Offer”) pursuant to the procedures set forth in Section
3.09.  Each Holder shall have the right to accept such offer and
require the Company to repurchase all or any portion (equal to $1,000 or an
integral multiple of $1,000) of such Holder’s Notes pursuant to the Change of
Control Offer at a purchase price, in cash (the “Change of Control
Amount”), equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest on the Notes repurchased, to the
Purchase Date.




(b) The
Company will not be required to make a Change of Control Offer upon a Change of
Control if (i) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer or (ii) an irrevocable notice of redemption for all outstanding
Notes has been given in accordance with this Indenture.




(c) A Change
of Control Offer may be made in advance of a Change of Control, conditional upon
the Change of Control, if a definitive agreement is in place for the Change of
Control at the time the Change of Control Offer is made.




Section
      4.19.
            Future
      Guarantors.




The
Parent and the Company shall cause each Person that becomes a Domestic
Restricted Subsidiary (other than a Securitization Subsidiary) following the
Issue Date to execute and deliver to the Trustee a Guarantee at the time such
Person becomes a Domestic Restricted Subsidiary. In addition, the Parent and the
Company will cause each of its respective existing non-Guarantor Subsidiaries
and each of its respective Foreign Restricted Subsidiaries created or acquired
after the Issue Date which has guaran-





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 teed or
which guarantees any Debt of the Parent or any of its Domestic Restricted
Subsidiaries, to execute and deliver to the Trustee a Guarantee pursuant to
which such non-Guarantor Subsidiary or Foreign Restricted Subsidiary will
guarantee payment of the Company’s obligations under the Notes on the same terms
and conditions as set forth in the guarantee of such other Debt of the Parent or
any Domestic Restricted Subsidiary given by such non-Guarantor Subsidiary or
Foreign Restricted Subsidiary; provided that if such Debt is
by its express terms subordinated in right of payment to the Notes, any such
guarantee of such non-Guarantor Subsidiary or Foreign Restricted Subsidiary with
respect to such Debt will be subordinated in right of payment to such
non-Guarantor Subsidiary’s or Foreign Restricted Subsidiary’s Guarantee with
respect to the Notes substantially to the same extent as such Debt is
subordinated to the Notes; provided, further, however, that any such
Guarantee shall also provide by its terms that it will be automatically and
unconditionally released upon the release or discharge of such guarantee of
payment of such other Debt (except a discharge by or as a result of payment
under such guarantee).




ARTICLE
5.




SUCCESSORS




Section
      5.01.
            Merger,
      Consolidation and Sale ofAssets.




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




(i) the
Company shall be the Surviving Person in such merger, consolidation or
amalgamation, 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,
partnership or limited liability company organized and existing under the laws
of the United States of America, any State thereof or the District of Columbia;
provided, however, that if such Person
is a limited liability company or partnership, a corporate Wholly Owned
Restricted Subsidiary of such Person becomes a co-issuer of the Notes in
connection therewith;




(ii) the
Surviving Person (if other than the Company) expressly assumes, by supplemental
indenture in form satisfactory to the Trustee, executed and delivered to the
Trustee by such Surviving Person, the due and punctual payment of the principal
of, and premium, if any, and interest on, all the Notes, according to their
tenor, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture to be performed by the Company;




(iii) in the
case of a sale, transfer, assignment, lease, conveyance or other disposition of
all or substantially all the Property of the Company, such Property shall have
been transferred as an entirety or virtually as an entirety to one
Person;




(iv) immediately
before and after giving effect to such transaction or series of transactions on
a pro forma basis (and
treating, for purposes of this clause (iv) and clause (v) below, 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;




-69-


(v) immediately
after giving effect to such transaction or series of transactions on a pro forma basis, either
(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 Section 4.09(a) or (b) the
Consolidated Interest Coverage Ratio would not be lower than the Consolidated
Interest Coverage Ratio immediately prior to giving effect to such transaction
or series of transactions; and




(vi) 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 or series of
transactions and the supplemental indenture, if any, in respect thereto comply
with this covenant and that all conditions precedent herein provided for
relating to such transaction or series of transactions have been
satisfied.




(b) The
Parent shall not, and the Parent and the Company shall not permit any Guarantor
to merge, consolidate or amalgamate with or into any other Person (other than a
merger of a Wholly Owned Restricted Subsidiary into the Parent, the Company or
such Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions (other than a sale, transfer, assignment, lease, conveyance or
other disposition between or among the Company and any Guarantor)
unless:




(i) the
Surviving Person (if not such Guarantor) formed by such merger, consolidation or
amalgamation or to which such sale, transfer, assignment, lease, conveyance or
disposition is made shall be a corporation, company (including a limited
liability company) or partnership organized and existing under the laws of the
United States of America, any State thereof or the District of
Columbia;




(ii) the
Surviving Person (if other than such Guarantor) expressly assumes, by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such Surviving Person, the due and punctual
performance and observance of all the obligations of such Guarantor under its
Guarantee;




(iii) in the
case of a sale, transfer, assignment, lease, conveyance or other disposition of
all or substantially all the Property of such Guarantor, such Property shall
have been transferred as an entirety or virtually as an entirety to one
Person;




(iv) immediately
before and after giving effect to such transaction or series of transactions on
a pro forma basis (and
treating, for purposes of this clause (iv) and clause (v) below, any
Debt that becomes, or is anticipated to become, an obligation of the Surviving
Person, the Parent or any Restricted Subsidiary as a result of such transaction
or series of transactions as having been Incurred by the Surviving Person, the
Parent 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;




(v) immediately
after giving effect to such transaction or series of transactions on a pro forma basis, either (a)
the Company would be able to Incur at least $1.00 of additional Debt under
Section 4.09(a) or (b) the Consolidated Interest Coverage Ratio would not be
lower than the Consolidated Interest Coverage Ratio immediately prior to giving
effect to such transaction or series of transactions; and




(vi) 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 or series of
transactions and such Guarantee, if any, in re-





-70-
 spect
thereto comply with this covenant and that all conditions precedent herein
provided for relating to such transaction or series of transactions have been
satisfied.




The
foregoing provisions (other than clause (iv) in each of paragraphs (a) and
(b) hereof) shall not apply to any transaction or series of transactions which
constitute an Asset Sale if the Parent and the Company have complied with
Section 4.12.




Section
      5.02.
            Successor
      Corporation Substituted.




The
Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of the Company or a Subsidiary Guarantor, as applicable,
under this Indenture; provided, however, that the predecessor
entity shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes and obligations
under the Guarantee, as the case may be, in the case of:




(a) a sale,
transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all of the assets of
the Company as an entirety or substantially as an entirety, or




(b) a
lease.




ARTICLE
6.




DEFAULTS AND
REMEDIES




Section
      6.01.
            Events
      of Default.




Each of
the following constitutes an “Event of
Default” with respect to the Notes:




(a) 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;




(b) 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;




(c) failure
to comply with Section 5.01;




(d) failure
to comply with any other covenant or agreement in the Notes or in this Indenture
(other than a failure that is the subject of the foregoing clause (a), (b)
or (c)), and such failure continues for 30 days after written notice is given to
the Company by the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding specifying such default,
demanding that it be remedied and stating that such notice is a “Notice of
Default”;




(e) a default
under any Debt by the Parent or any Restricted Subsidiary that results in
acceleration of the maturity of such Debt, or failure to pay any such Debt at
maturity, in an aggregate amount greater than $10.0 million or its foreign
currency equivalent at the time;




(f) any final
judgment or judgments for the payment of money in an aggregate amount in excess
of $10.0 million (or its foreign currency equivalent at the time) (net of any





-71-


amounts
that a reputable and creditworthy insurance company shall have acknowledged
liability for in writing) that shall be rendered against the Parent or any
Restricted Subsidiary and that shall not be waived, satisfied or discharged for
any period of 30 consecutive days during which a stay of enforcement shall not
be in effect;




(g) any
Guarantee of the Parent or a Significant Restricted Subsidiary ceases to be in
full force and effect (other than in accordance with the terms of such
Guarantee) or any Guarantor denies or disaffirms its obligations under its
Guarantee;




(h) the
Parent, the Company or any of their respective Significant Restricted
Subsidiaries or any group of Restricted Subsidiaries that, when taken together,
would constitute a Significant Restricted Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:




(A)           commences
a voluntary case or gives notice of intention to make a proposal under any
Bankruptcy Law;




(B)           consents
to the entry of an order for relief against it in an involuntary case or
consents to its dissolution or winding up;




(C)           consents
to the appointment of a receiver, interim receiver, receiver and manager,
liquidator, trustee or custodian of it or for all or substantially all of its
property;




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




(E)           admits
in writing its inability to pay its debts as they become due or otherwise admits
its insolvency; and




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




(A)           is
for relief against the Parent, the Company or any of their respective
Significant Restricted Subsidiaries or any group of Restricted Subsidiaries
that, when taken together, would constitute a Significant Restricted Subsidiary
in an involuntary case; or




(B)           appoints
a receiver, interim receiver, receiver and manager, liquidator, trustee or
custodian of the Parent, the Company or any of their respective Significant
Restricted Subsidiaries or any group of Restricted Subsidiaries that, when taken
together, would constitute a Significant Restricted Subsidiary or for all or
substantially all of the property of the Parent, the Company or any of their
respective Significant Restricted Subsidiaries or any group of Restricted
Subsidiaries that, when taken together, would constitute a Significant
Restricted Subsidiary; or




(C)           orders
the liquidation of the Parent, the Company or any of their respective
Significant Restricted Subsidiaries or any group of Restricted Subsidiaries
that, when taken together, would constitute a Significant Restricted
Subsidiary;




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




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Section
      6.02.
            Acceleration.




If any
Event of Default (other than that described in Section 6.01(h) or (i)) occurs
and is continuing, the Trustee may, and the Trustee upon the request of Holders
of 25% in principal amount of the outstanding Notes shall, or the Holders of at
least 25% in principal amount of outstanding Notes may, declare the principal of
all the Notes, together with all accrued and unpaid interest, premium, if any,
to be due and payable by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that such notice is a notice of
acceleration (the “Acceleration
Notice”), and the same shall become immediately due and
payable.




In the
case of an Event of Default specified in Section 6.01(h) or (i), all outstanding
Notes shall become due and payable immediately without any further declaration
or other act on the part of the Trustee or the Holders.




After any
such acceleration, but before a judgment or decree based on acceleration is
obtained by the Trustee, the registered holders of at least a majority in
aggregate principal amount of the Notes then outstanding may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of accelerated principal, premium or interest, have
been cured or waived as provided in the indenture.




In the
event of a declaration of acceleration of the Notes because an Event of Default
described in Section 6.01(e) above has occurred and is continuing, the
declaration of acceleration of the Notes shall be automatically annulled if the
event of default or payment default triggering such Event of Default shall be
remedied or cured by the Parent or a Restricted Subsidiary or waived by the
holders of the relevant Debt within 30 days after the declaration of
acceleration with respect thereto and if (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (2) all existing Events of Default,
except non-payment of principal, premium or interest on the Notes that became
due solely because of the acceleration of the Notes have been cured or
waived.




Holders
may not enforce this Indenture or the Notes except as provided in this
Indenture.




Section
      6.03.
            Other
      Remedies.




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




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




Section
    6.04.
            Waiver
      of Defaults.




The
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes, waive any existing Default or Event of Default, and its consequences,
except a continuing Default or Event of Default (i) in the payment of the
principal of, premium, if any, or interest, on the Notes and (ii) in respect of
a covenant or provision which under this Indenture cannot be modified or amended
without the consent of the Holder of





-73-
 each Note
affected by such modification or amendment.  Upon any waiver of a
Default or Event of Default, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed cured for every purpose of this
Indenture but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.




Section
      6.05.
            Control
      by Majority.




Subject
to Section 7.01, Section 7.02(f) and Section 7.07 (including the Trustee’s
receipt of the security or indemnification described therein) hereof, in case an
Event of Default shall occur and be continuing, the Holders of a majority in
aggregate principal amount of the Notes then outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes.




Section
      6.06.
            Limitation
      on Suits.




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




(a) such
Holder has previously given to the Trustee written notice of a continuing Event
of Default or the Trustee receives the notice from the Company,




(b) Holders
of at least 25% in aggregate principal amount of the Notes then outstanding have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as trustee, and




(c) the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Notes then outstanding a direction inconsistent with
such request and shall have failed to institute such proceeding within 60
days.




The
preceding limitations shall not apply to a suit instituted by a Holder for
enforcement of payment of principal of, and premium, if any, or interest on, a
Note on or after the respective due dates for such payments set forth in such
Note.




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




Section
      6.07.
            Rights
      of Holders to Receive
Payment.




Notwithstanding
any other provision of this Indenture (including Section 6.06), the right of any
Holder to receive payment of principal, premium, if any, and interest on the
Notes held by such Holder, on or after the respective due dates expressed in the
Notes (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.




Section
      6.08.
            Collection
      Suit by Trustee.




If an
Event of Default specified in Section 6.01(a) or (b) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of,
premium, if any, and interest then due and owing (together with interest on
overdue principal and, to the extent lawful, interest) and such further amount
as





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 shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.




Section
    6.09.
            Trustee
      May File Proofs of Claim.




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




Section
    6.10.
            Priorities.




If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:




First:  to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of
collection;




Second:to
Holders  for amounts due and unpaid on the Notes for principal,
premium, if any, and interest ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal,
premium, if any, and interest, respectively; and




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




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




Section
      6.11.
            Undertaking
      for Costs.




In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This
Section 6.11 shall not apply to a suit by the Trustee, a suit by the Company, a
suit by a





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 Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.




ARTICLE
7.




TRUSTEE




Section
      7.01.
            Duties
      of Trustee.




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




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




(i) the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and




(ii) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).




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




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




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




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




(d) Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section 7.01.




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




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




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Section
      7.02.
            Rights
      of Trustee.




Subject
to TIA Section 315:




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




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




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




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




(e) The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default or Event of
Default is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee from the Company or the Holders of 25% in aggregate
principal amount of the outstanding Notes, and such notice references the
specific Default or Event of Default, the Notes and this Indenture.




(f) The
Trustee shall not be required to give any bond or surety in respect of the
performance of its power and duties hereunder.




(g) The
Trustee shall have no duty to inquire as to the performance of the Company’s
covenants herein.




(h) 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.




(i) Except
with respect to receipt of payments of scheduled interest and any Default or
Event of Default information contained in the Officer's Certificate delivered to
it pursuant to Section 4.04, the Trustee shall have no duty to monitor or
investigate the Issuer's compliance with or the breach of any representation,
warranty or covenant made in this Indenture.




(j) Delivery
of reports, information and documents to the Trustee under Section 4.03 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 conclusively on an Officer's Certificates).  The Trustee
is under no duty to examine such reports, information or documents to ensure
compliance with the provision of this indenture or to ascertain the correctness
or otherwise of the information or the statements contained
therein.




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(k) In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.




(l) The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.




(m) In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.




Section
    7.03.
            Individual
      Rights of Trustee.




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




Section
      7.04.
            Trustee’s
      Disclaimer.




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




Section
      7.05.
            Notice
      of Defaults.




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




Section
      7.06.
            Reports
      by Trustee to Holders.




Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders a brief re-





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 port
dated as of such reporting date that complies with TIA §313(a) (but if no event
described in TIA §313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted).  The Trustee also shall
comply with TIA §313(b)(2).  The Trustee shall also transmit by mail
all reports as required by TIA §313(c).




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




Section
      7.07.
            Compensation
      and Indemnity.




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




The
Company shall indemnify the Trustee (in its capacity as Trustee) and its
officers, directors, agents and employees, or any predecessor Trustee (in its
capacity as Trustee) against any and all losses, claims, damages, penalties,
fines, liabilities or expenses, including incidental and out-of-pocket expenses
and reasonable attorneys fees (for purposes of this Article, “losses”)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent such
losses may be attributable to its negligence or bad faith.  The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations under this Section 7.07, to the extent
the Company has been prejudiced thereby.  The Company shall defend the
claim, and the Trustee shall cooperate in the defense.  The Trustee
may have separate counsel if the Trustee has been reasonably advised by counsel
that there may be one or more legal defenses available to it that are different
from or additional to those available to the Company and in the reasonable
judgment of such counsel it is advisable for the Trustee to engage separate
counsel, and the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.  The
Company need not reimburse any expense or indemnify against any loss incurred by
the Trustee through the Trustee’s own willful misconduct, negligence or bad
faith.




The
obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture, the resignation or removal of the
Trustee and payment in full of the Notes through the expiration of the
applicable statute of limitations.




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




When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for
the services (including the





-79-
 fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




Section
      7.08.
            Replacement
      of Trustee.




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




The
Trustee may resign in writing at any time upon 30 days’ prior notice to the
Company and be discharged from the trust hereby created by so notifying the
Company.  The Holders of a majority in aggregate principal amount of
the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing.  The Company may remove the Trustee
if:




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




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




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




(d) the
Trustee becomes incapable of acting.




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




If a
successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at
least 10% in aggregate principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.




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




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




In the
case of an appointment hereunder of a separate or successor Trustee with respect
to the Notes, the Company, the Guarantors, any retiring Trustee and each
successor or separate Trustee with respect to the Notes shall execute and
deliver an Indenture supplemental hereto (1) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and





-80-
 duties of
any retiring Trustee with respect to the Notes as to which any such retiring
Trustee is not retiring shall continue to be vested in such retiring Trustee and
(2) that shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustee co-trustees of the
same trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any such other Trustee.




Section
      7.09.
            Successor
      Trustee by Merger, etc.




If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or banking
association, the successor corporation or banking association without any
further act shall, if such successor corporation or banking association is
otherwise eligible hereunder, be the successor Trustee.




Section
    7.10.
            Eligibility;
      Disqualification.




There
shall at all times be a Trustee hereunder that is a Person organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50.0 million (or a wholly-owned
subsidiary of a bank or trust company, or of a bank holding company, the
principal subsidiary of which is a bank or trust company having a combined
capital and surplus of at least $50.0 million) as set forth in its most recent
published annual report of condition.




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




Section
      7.11.
            Preferential
      Collection of Claims Against
Company.




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




ARTICLE
8.




LEGAL DEFEASANCE AND
COVENANT DEFEASANCE




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




The
Company may, at its option and at any time, elect to have either Section 8.02 or
8.03 hereof applied to all outstanding Notes upon compliance with the conditions
set forth in this Article 8.




Section
      8.02.
            Legal
      Defeasance and Discharge.




Upon the
Company’s exercise under Section 8.01 of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04, be deemed to have been discharged from its obligations with
respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, “Legal
Defeasance”) and each Guarantor shall be released from all of its
obligations under its Guarantee.  For this purpose, Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Debt represented by the outstanding Notes,





-81-
 which
shall thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under the Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:




(a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, or interest on such Notes when
such payments are due,




(b) the
Company’s obligations with respect to such Notes under Article 2 and Sections
4.01 and 4.02,




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




(d) this
Article 8.




If the
Company exercises under Section 8.01 the option applicable to this Section 8.02,
subject to the satisfaction of the conditions set forth in Section 8.04, payment
of the Notes may not be accelerated because of an Event of
Default.  Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03.




Section
      8.03.
            Covenant
      Defeasance.




Upon the
Company’s exercise under Section 8.01 of the option applicable to this Section
8.03, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04, be released from its obligations under the covenants contained
in Sections 4.03, 4.09 through 4.14, 4.18 and 4.19 hereof, and the operation of
Sections 5.01(a)(v) and (b)(v), with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant
Defeasance”) and each Guarantor shall be released from all of its
obligations under its Guarantee with respect to such covenants in connection
with such outstanding Notes and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  If the Company
exercises under Section 8.01 the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04, payment of the
Notes may not be accelerated because of an Event of Default specified in clause
(d) (with respect to the covenants contained in Sections 4.03, 4.09 through
4.14, 4.18 and 4.19 hereof), (e), (f), (g), (h) and (i) (but in the case of (h)
and (i) of Section 6.01, with respect to Significant Restricted Subsidiaries
only) or because of the Company’s or the Parent’s failure to comply with clauses
(a)(v) and (b)(v) of Section 5.01.




-82-


Section
      8.04.
            Conditions
      to Legal or Covenant
Defeasance.




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




The Legal
Defeasance or Covenant Defeasance may be exercised only if:




(a) the
Company irrevocably deposits with the Trustee, in trust (the “defeasance
trust”), for the benefit of the Holders, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination of cash in U.S.
dollars and non-callable U.S. Government Obligations, in an amount sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the Stated Maturity or on the next redemption date, as the
case may be, and the Company shall specify whether the Notes are being defeased
to maturity or to such particular redemption date;




(b) in the
case of Legal Defeasance, the Company shall deliver to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) subsequent to the Issue Date, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;




(c) in the
case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion
of Counsel reasonably acceptable to the Trustee confirming that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not
occurred;




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




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




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




(g) the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.




-83-


Section
      8.05.
            Deposited
      Cash and U.S. Government Obligations to Be Held in Trust; Other
      Miscellaneous Provisions.




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




The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Notes.




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




Section
      8.06.
            Repayment
      to Company.




The
Trustee shall promptly, and in any event, no later than five (5) Business Days,
pay to the Company after request therefor, any excess money held with respect to
the Notes at such time in excess of amounts required to pay any of the Company’s
Obligations then owing with respect to the Notes.




Any cash
or non-callable U.S. Government Obligations deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal, premium, if any, or interest on any Note and remaining unclaimed for
one year after such principal, premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Timesand The Wall Street Journal(national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining shall be repaid to the
Company.




Section
    8.07.
            Reinstatement.




If the
Trustee or Paying Agent is unable to apply any cash or non-callable U.S.
Government Obligations in accordance with Section 8.02 or 8.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Notes shall be revived and
rein-





-84-
 stated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time
as the Trustee or Paying Agent is permitted to apply all such cash and
securities in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Company
makes any payment of principal of, 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 to receive such payment from the cash and
securities held by the Trustee or Paying Agent.




ARTICLE
9.




AMENDMENT,
SUPPLEMENT AND WAIVER




Section
      9.01.
            Without
      Consent of Holders of Notes.




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




(a) cure any
ambiguity, omission, defect or inconsistency in any manner that is not adverse
in any material respect to any Holder of the Notes;




(b) provide
for the assumption by a Surviving Person of the obligations of the Parent or a
Restricted Subsidiary under this Indenture, the Notes and the
Guarantees;




(c) provide
for uncertificated Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code);




(d) add
additional Guarantees or additional obligors with respect to the Notes or
release, terminate or discharge Guarantors from Guarantees as permitted by the
terms of this Indenture;




(e) secure
the Notes;




(f) add to
the covenants of the Parent and the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Parent or the
Company;




(g) make any
change that does not adversely affect the legal rights hereunder of any Holder
of the Notes;




(h) comply
with any requirement of the Commission in connection with the qualification of
this Indenture under the TIA; or




(i) add a
co-issuer of the Notes as contemplated under Section 5.01(a)(i);




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




(k) conform
the text of this Indenture or the Notes to any provision of the “Description of
the Notes” section of the offering memorandum, dated as of March 30, 2004,
relating to the sale of the Initial Notes, to the extent that such provision was
intended to be a verbatim recitation of a provision of this Indenture or the
Notes.




-85-


Section
      9.02.
            With
      Consent of Holders of Notes.




Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture, the Notes or the Guarantees with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes,
including Additional Notes, if any, then outstanding voting as a single class
(including consents obtained in connection with a purchase of or tender offer or
exchange offer for the Notes), and, subject to Sections 6.04 and 6.07, may waive
any existing Default or Event of Default (except a continuing Default or Event
of Default in (i) the payment of principal, premium, if any, or interest on the
Notes and (ii) in respect of a covenant or provision which under this Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment) or compliance with any provision of
this Indenture or the Notes.




Without
the consent of each Holder, an amendment or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):




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




(b) reduce
the rate of, or extend the time for payment of, interest, including special
interst, if any, on any Note;




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




(d) make any
Note payable in money other than that stated in the Note;




(e) make any
change in the provision of this Indenture protecting the right of any Holder to
receive payment of principal of, premium, if any, and interest, if any, on, such
Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes or any
Guarantee;




(f) reduce
the premium payable upon the redemption of any Note or change the time at which
any Note may be redeemed, as described under Section 3.07;




(g) 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;




(h) 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;




(i)  expressly
subordinate the Notes or any Guarantee to any other Debt of the Company or any
Guarantor; or




(j)  make any
change in any Guarantee that would adversely affect the Holders.




The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any supplemental
indenture.  If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record





-86-
 date;
provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 120 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.




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




After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holder of each Note affected thereby to such Holder’s
address appearing in the security register for the Company for the Notes a
notice briefly describing the amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.




Section
      9.03.
            RESERVED.




Section
      9.04.
            Revocation
      and Effect of Consents.




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




Section
      9.05.
            Notation
      on or Exchange of Notes.




The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in exchange for
all Notes may issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate new Notes that reflect
the amendment, supplement or waiver.




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




Section
      9.06.
            Trustee
      to Sign Amendments, etc.




The
Trustee shall sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  Neither the
Company nor any Guarantor may sign an amendment or supplemental indenture until
its board of directors (or committee serving a similar function) approves
it.  In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amended or supplemental
indenture is the legal, valid and binding obligations of the Company enforceable
against it in accordance with its terms, subject to customary exceptions and
that such amended or supplemental indenture complies with the provisions
hereof.




-87-


ARTICLE
10.




GUARANTEES




Section
      10.01.
            Guarantee.




Subject
to this Article 10, the Guarantors hereby unconditionally guarantee to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns:  (a) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes, subject to any
applicable grace period, whether at Stated Maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on the overdue principal
of and premium, if any, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee under this Indenture, the Registration Rights Agreement
or any other agreement with or for the benefit of the Holders or the Trustee,
all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration pursuant to Section 6.02, redemption or
otherwise.  Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately.  Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.




Each
Guarantor hereby agrees that its obligations with regard to its Guarantee shall
be joint and several, unconditional, irrespective of the validity or
enforceability of the Notes or the obligations of the Company under this
Indenture, the absence of any action to enforce the same, the recovery of any
judgment against the Company or any other obligor with respect to this
Indenture, the Notes or the Obligations of the Company under this Indenture or
the Notes, any action to enforce the same or any other circumstances (other than
complete performance) which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.  Each Guarantor further, to the
extent permitted by law, waives and relinquishes all claims, rights and remedies
accorded by applicable law to guarantors and agrees not to assert or take
advantage of any such claims, rights or remedies, including but not limited
to:  (a) any right to require any of the Trustee, the Holders or the
Company (each a “Benefited
Party”), as a condition of payment or performance by such Guarantor, to
(1) proceed against the Company, any other guarantor (including any other
Guarantor) of the Obligations under the Guarantees or any other Person, (2)
proceed against or exhaust any security held from the Company, any such other
guarantor or any other Person, (3) proceed against or have resort to any balance
of any deposit account or credit on the books of any Benefited Party in favor of
the Company or any other Person, or (4) pursue any other remedy in the power of
any Benefited Party whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of the Company
including any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations under the Guarantees or any agreement or
instrument relating thereto or by reason of the cessation of the liability of
the Company from any cause other than payment in full of the Obligations under
the Guarantees; (c) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (d) any defense based
upon any Benefited Party’s errors or omissions in the administration of the
Obligations under the Guarantees, except behavior which amounts to bad faith;
(e)(1) any principles or provisions of law, statutory or otherwise, which are or
might be in conflict with the terms of the Guarantees and any legal or equitable
discharge of such Guarantor’s obligations hereunder, (2) the benefit of any
statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims
and (4) promptness, diligence and any requirement that any Benefited Party
protect, secure, perfect or insure any security interest or lien or any property
subject thereto; (f) notices, demands, presentations, protests, notices of
pro-





-88-
 test,
notices of dishonor and notices of any action or inaction, including acceptance
of the Guarantees, notices of Default under the Notes or any agreement or
instrument related thereto, notices of any renewal, extension or modification of
the Obligations under the Guarantees or any agreement related thereto, and
notices of any extension of credit to the Company and any right to consent to
any thereof; (g) to the extent permitted under applicable law, the benefits of
any “One Action” rule and (h) any defenses or benefits that may be derived from
or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of the
Guarantees.  Except to the extent expressly provided herein, including
Sections 8.02, 8.03 and 10.05, each Guarantor hereby covenants that its
Guarantee shall not be discharged except by complete performance of the
obligations contained in its Guarantee and this Indenture.




If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount
paid by either to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.




Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.  Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby and (y) in the event of any declaration of acceleration of
such obligations as provided in Section 6.02 hereof, such obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.  The Guarantors shall have the
right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the
Guarantee.  The other Guarantors’ shares of such contribution payment
will be computed based on the proportion that the net worth of the relevant
Guarantor represents relative to the aggregate net worth of all of the
Guarantors combined.




Section
    10.02.
            Limitation
      on Guarantor Liability.




(a) Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to any
guarantee.  To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that each Guarantor’s
liability shall be that amount from time to time equal to the aggregate
liability of such Guarantor under the guarantee, but shall be limited to the
lesser of (a) the aggregate amount of the Company’s obligations under the
Notes and this Indenture or (b) the amount, if any, which would not have
(1) rendered the Guarantor “insolvent” (as such term is defined in
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(2) left it with unreasonably small capital at the time its guarantee with
respect to the Notes was entered into, after giving effect to the incurrence of
existing Debt immediately before such time; provided,however, it shall be a
presumption in any lawsuit or proceeding in which a Guarantor is a party that
the amount guaranteed pursuant to the guarantee with respect to the Notes is the
amount described in clause (a) above unless any creditor, or
representative of creditors of the Guarantor, or debtor in possession or Trustee
in bankruptcy of the Guarantor, otherwise proves in a lawsuit that the aggregate
liability of the Guarantor is limited to the amount described in
clause (b).




-89-


(b) In making
any determination as to the solvency or sufficiency of capital of a Guarantor in
accordance with this Section 10.02, the right of each Guarantor to contribution
from other Guarantors and any other rights such Guarantor may have, contractual
or otherwise, shall be taken into account.




Section
      10.03.
            Execution
      and Delivery of Guarantee.




To
evidence its Guarantee set forth in Section 10.01, each Guarantor hereby agrees
that a notation of such Guarantee in substantially the form included inExhibit E attached
hereto shall be endorsed by an Officer of such Guarantor on each Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President, Chief Financial Officer,
Treasurer or one of its Vice Presidents.




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




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




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




The
Company hereby agrees that it shall cause each Person that becomes obligated to
provide a Guarantee pursuant to Section 4.19 to execute a supplemental indenture
in form and substance reasonably satisfactory to the Trustee, pursuant to which
such Person provides the guarantee set forth in this Article 10 and otherwise
assumes the obligations and accepts the rights of a Guarantor under this
Indenture, in each case with the same effect and to the same extent as if such
Person had been named herein as a Guarantor.  The Company also hereby
agrees to cause each such new Guarantor to evidence its guarantee by endorsing a
notation of such guarantee on each Note as provided in this Section
10.03.




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




Except as
otherwise provided in Section 10.05, no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the Surviving Person) another
Person whether or not affiliated with such Guarantor unless:




(a) subject
to Section 10.05, the Person formed by or surviving any such consolidation or
merger (if other than a Guarantor or the Company) unconditionally assumes all
the obligations of such Guarantor, pursuant to a supplemental indenture in form
and substance reasonably satisfactory to the Trustee, under this Indenture, the
Guarantee and any Registration Rights Agreements on the terms set forth herein
or therein; and




(b) the
Guarantor complies with the requirements of Article 5 hereof.




In case
of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon
the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor.  Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been





-90-
 signed by
the Company and delivered to the Trustee.  All the Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.




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




Section
      10.05.
            Releases
      Following Merger, Consolidation or Sale of Assets,
    etc.




In the
event of a sale or other disposition of all or substantially all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transactions)
a Subsidiary of the Parent, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the Capital
Stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be released and relieved of any obligations under its
Guarantee; provided
that the net proceeds of such sale or other disposition shall be applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.12.  If a Restricted Subsidiary is designated as
an Unrestricted Subsidiary in accordance with the provisions of Section 4.17,
such Subsidiary shall be released and relieved of any obligations under its
Guarantee.  Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company or Parent in accordance with the
provisions of this Indenture, including without limitation Section 4.12, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Guarantee.




Any
Guarantor not released from its obligations under its Guarantee shall remain
liable for the full amount of principal of and interest on the Notes and for the
other obligations of any Guarantor under this Indenture as provided in this
Article 10.




ARTICLE
11.




SATISFACTION
AND DISCHARGE




Section
      11.01.
            Satisfaction
      and Discharge.




This
Indenture shall be discharged and shall cease to be of further effect, except as
to surviving rights of registration of transfer or exchange of the Notes, as to
all Notes issued hereunder, when:




(a) either:




(i) all Notes
that have been previously authenticated and delivered (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has previously been deposited in trust or segregated and held in trust by
the Company and is thereafter repaid to the Company or discharged from the
trust) have been delivered to the Trustee for cancellation; or




-91-


(ii) all Notes
that have not been previously delivered to the Trustee for cancellation have
become due and payable by their terms within one year or have been called for
redemption, and the Company has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination
thereof, in such amounts as shall be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire Debt on the Notes not
previously delivered to the Trustee for cancellation or redemption for
principal, premium, if any, and interest on the Notes to the date of deposit, in
the case of Notes that have become due and payable, or to the Stated Maturity or
redemption date, as the case may be.




(b) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit 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 or any Guarantor is a party or by which
the Company or any Guarantor is bound;




(c) the
Company has paid all other sums payable by the Company with respect to the Notes
under this Indenture; and




(d) the
Company has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at Stated Maturity or on the
redemption date.




In
addition, the Company shall have delivered to the Trustee an Officers’
Certificate and Opinion of Counsel stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture have been
satisfied.




Section
      11.02.
            Deposited
      Cash and U.S. Government Obligations to be Held in Trust; Other
      Miscellaneous Provisions.




Subject
to Section 11.03, all cash and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 11.02, the “Trustee”)
pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest but such cash and
securities need not be segregated from other funds except to the extent required
by law.




Section
      11.03.
            Repayment
      to Company.




Any cash
or non-callable U.S. Government Obligations deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, or interest on, any Note and remaining unclaimed
for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder shall
thereafter, as an unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Company as trustee thereof,
shall thereupon cease; provided,however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Timesand The Wall Street Journal(national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification





-92-
 or
publication, any unclaimed balance of such cash and securities then remaining
shall be repaid to the Company.




ARTICLE
12.




RESERVED






ARTICLE
13.




MISCELLANEOUS




Section
      13.01.
            Trust
      Indenture Act Controls.




If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
provision required by the TIA shall control.




Section
      13.02.
            Notices.




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




If to the
Company:





Prestige
      Brands, Inc.


90 North
Broadway


Irvington,
NY 10533


Attention:Peter
J. Anderson


Telecopier
No.:  (914)
524-6821




With a
copy to:




Alston
& Bird LLP


90 Park
Avenue


New York,
New York  10016


Attention:  Mark
F. McElreath


Telecopier
No.:  (212) 210-9494




If to the
Trustee:




U.S. Bank
National Association


60
Livingston Avenue


St. Paul,
Minnesota  55107


Attention:  Raymond
S. Haverstock


Telecopier
No.:  (651) 495-8097




-93-


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




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




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




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




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




Section
      13.03.
            Communication
      by Holders of Notes with Other Holders of
  Notes.




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




Section
      13.04.
            Certificate
      and Opinion as to Conditions
Precedent.




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




(a) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 13.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and




(b) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been complied with.




Section
      13.05.
            Statements
      Required in Certificate or
Opinion.




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




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




-94-


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




(c) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and




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




With
respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate, certificates of public officials or reports or opinions of
experts.




Section
      13.06.
            Rules
      by Trustee and Agents.




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




Section
    13.07.
            No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.




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




Section
      13.08.
            Governing
      Law.




THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.




Section
    13.09.
            No
      Adverse Interpretation of Other
  Agreements.




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




Section
      13.10.
            Successors.




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




-95-


Section
      13.11.
            Severability.




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




Section
    13.12.
            Counterpart
      Originals.




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




Section
      13.13.
            Table
      of Contents, Headings, etc.




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




Section
      13.14.
            Qualification
      of This Indenture.




The
Company shall qualify this Indenture under the TIA in accordance with the terms
and conditions of any Registration Rights Agreement and shall pay all reasonable
costs and expenses (including attorneys’ fees and expenses for the Company, the
Trustee and the Holders) incurred in connection therewith, including, but not
limited to, costs and expenses of qualification of this Indenture and the Notes
and printing this Indenture and the Notes.  The Trustee shall be
entitled to receive from the Company any such Officers’ Certificates, Opinions
of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.




Section
    13.15.
            Waiver of Jury
      Trial.




EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.









[Signatures
on following page]




-96-


SIGNATURESDated
      as of March 24, 2010Issuer:PRESTIGE
      BRANDS, INC.By:
              /s/ Peter J.
      AndersonName:
      Peter J. AndersonTitle:
      Chief Financial Officer







Guarantors:PRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      PERSONAL CARE HOLDINGS, INC.PRESTIGE
      PERSONAL CARE, INC.PRESTIGE
      SERVICES CORP.PRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      BRANDS INTERNATIONAL, INC.MEDTECH
      HOLDINGS, INC.MEDTECH
      PRODUCTS INC.THE
      CUTEX COMPANYTHE
      DENOREX COMPANYTHE
      SPIC AND SPAN COMPANY


By:
              /s/
      Peter J. AndersonName:
      Peter J. AndersonTitle:
      Chief Financial Officer






SIGNATURE
PAGES TO THE SENIOR NOTE INDENTURE




Trustee:U.S.
      BANK NATIONAL ASSOCIATIONBy:
              /s/ Raymond
      S. HaverstockName:
      Raymond S. HaverstockTitle:
      Vice President







SIGNATURE
PAGES TO THE SENIOR NOTE INDENTURE

















EXHIBIT
A





(Face of
Note)






8.25%
SENIOR NOTES DUE 2018






CUSIP  _____________No.
            
            
            $_____________




PRESTIGE
BRANDS, INC.




promises
to pay to CEDE & CO., INC. or registered assigns, the principal sum of
_________________ Dollars ($______________) on April 1, 2018.




Interest
Payment Dates:  April 1 and October 1.




Record
Dates:  March 15 and September 15.




Dated:  ______________,
2010.




A-1


IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile by its duly authorized officer.




Prestige
      Brands, Inc.By:Name:Title:













This is
one of the [Global]


Notes
referred to in the


within-mentioned
Indenture:




U.S. Bank National
Association,


as
Trustee




By:


Authorized
      Signatory




Dated
_____________, 20__




A-2


(Back of
Note)




8.25%
SENIOR NOTES DUE 2018




[Insert
the Global Note Legend, if applicable pursuant to the terms of the
Indenture]




[Insert
the Private Placement Legend, if applicable pursuant to the terms of the
Indenture]




[Insert
the Regulation S Temporary Global Note Legend, if applicable pursuant to the
terms of the Indenture]




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




1.           Interest.  Prestige
Brands, Inc., a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 8.25% per annum
until maturity and shall pay Special Interest, if any, as provided in the
Registration Rights Agreement.  The Company shall pay interest
semi-annually on April 1 and October 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”).  Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided,however, that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided,
further, that the first
Interest Payment Date shall be October 1, 2010.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any
(without regard to any applicable grace periods), from time to time at the same
rate to the extent lawful.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.




2.           Method of
Payment.  The Company shall pay interest on the Notes (except
defaulted interest) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes shall be payable as to principal, premium, if any, and
interest and Special Interest, if any, at the office or agency of the Company
maintained for such purpose, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth
in the Security Register; provided, however, that payment by wire
transfer of immediately available funds shall be required with respect to
principal of and interest and Special Interest, if any, and premium, if any, on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent.  Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts.




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




4.           Indenture.  The
Company issued the Notes under an Indenture dated as of March 24, 2010 (“Indenture”)
among the Company, the guarantors party thereto (the “Guarantors”)
and the Trustee.  The terms of the Notes include those stated in the
Indenture and those made part of the Indenture





A-3
 by
reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are obligations of the Company unlimited in
aggregate principal amount.




5.           Optional
Redemption.




(a)           Except
as set forth in clauses (b) and (c) of this paragraph 5, the Notes will not be
redeemable at the option of the Company prior to April 1,
2014.  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 at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Special Interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the twelve-month period commencing on April 1 of the years indicated
below:




Year
            Percentage2014
            104.125%2015
            102.063%2016
      and
      thereafter
            100.000%





(b)           At
any time and from time to time prior to April 1, 2013, the Company may redeem up
to 35% of the original aggregate principal amount of the Notes issued under the
Indenture (including the original aggregate principal amount of Additional
Notes) at a redemption price (expressed as a percentage of principal amount)
equal to 108.250% of the principal amount thereof, plus accrued and unpaid
interest and Special Interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date), with proceeds of one or more Equity
Offerings; provided,
however, that after
giving effect to any such redemption, at least 65% of the original aggregate
principal amount of the Notes initially issued under the Indenture (including
Additional Notes, but excluding Notes held by the Company and its Subsidiaries)
remains outstanding immediately after giving effect to such redemption. Any such
redemption shall be made within 90 days after the consummation of such Equity
Offering.




(c)           At
any time prior to April 1, 2014, the Company may redeem all or any portion of
the Notes, at once or over time, after giving the required notice under the
Indenture at a redemption price equal to the greater of:




(1)           100%
of the principal amount of the Notes to be redeemed, and




(2)           the
sum of the present values of (x) the redemption price of the Notes at April
1, 2014 (as set forth in the preceding paragraph) and (y) the remaining
scheduled payments of interest from the redemption date through, April 1, 2014,
but excluding accrued and unpaid interest through the redemption date,
discounted to the redemption date (assuming a 360 day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points, plus, in
either case, accrued and unpaid interest, including Special Interest, if any, to
but excluding the redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date).




(d)           Any
prepayment pursuant to this paragraph shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.




A-4


6.           Mandatory
Redemption.  Except as set forth in Sections 4.12 and 4.18 of
the Indenture, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.




7.           Repurchase at
Option of Holder.




(a)           Upon
the occurrence of a Change of Control, each Holder 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 (a “Change of Control
Offer”) at a purchase price in cash equal to 101% of the aggregate
principal amount of the Notes repurchased, plus accrued and unpaid interest and
Special Interest, if any, on the Notes repurchased to the purchase date (subject
to the right of Holders of record on the relevant record date to receive
interest to, but excluding, the purchase date).




(b)           If
the Parent, the Company or one of their respective Restricted Subsidiaries
consummates any Asset Sales, within five business days of the date on which the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an offer to repurchase (a “Prepayment
Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) that may be purchased
out of the Allocable Excess Proceeds at a purchase price equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Special Interest,
if any, to the repurchase date in accordance with the procedures set forth in
the Indenture.  To the extent that any portion of the amount of Net
Available Cash remains after compliance with the preceding sentence and provided that all Holders of
Notes have been given the opportunity to tender their Notes for repurchase in
accordance with the Indenture, the Parent or a Restricted Subsidiary may use
such remaining amount for any purpose permitted by the Indenture, and the amount
of Excess Proceeds will be reset to zero.  Holders of Notes that are
the subject of an offer to purchase will receive a Prepayment Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Notes.




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




9.           Denominations,
Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000.  [This
Note shall represent the aggregate principal amount of outstanding Notes from
time to time endorsed hereon and the aggregate principal amount of Notes
represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.]1  The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.







1 Include
only if a global note.


A-5




[This
Regulation S Temporary Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the
Distribution Compliance Period and (ii) upon presentation of certificates
(accompanied by an Opinion of Counsel, if applicable) required by Article 2 of
the Indenture.  Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.]2




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




11.           Amendment,
Supplement and Waiver.  Subject to certain exceptions, the Company
and the Trustee may amend or supplement the Indenture, the Notes or the
Guarantees with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes, including Additional Notes, if any, then
outstanding voting as a single class (including consents obtained in connection
with a purchase of or tender offer or exchange offer for the Notes), and,
subject to Sections 6.04 and 6.07 of the Indenture, may waive any existing
Default or Event of Default (except a continuing Default or Event of Default in
(i) the payment of principal, premium, if any, interest or Special Interest, if
any, on the Notes and (ii) in respect of a covenant which under the Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment) or compliance with any provision of
the Indenture or the Notes.  Without the consent of any Holder, the
Company and the Trustee may amend or supplement the Indenture, the Notes or the
Guarantees: to cure any ambiguity, omission, defect or inconsistency in any
manner that is not adverse in any material respect to any Holder of the Notes;
to provide for the assumption by a Surviving Person of the obligations of the
Parent or the Company under the Indenture, the Notes and the Guarantees; to
provide for uncertificated Notes in addition to or in place of certificated
Notes; to add additional Guarantees or additional obligors with respect to the
Notes, or release, terminate or discharge Guarantors from Guarantees as
permitted by the Indenture; to secure the Notes; to add to the covenants of the
Parent and the Company for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Parent or the Company; to make
any change that does not adversely affect the legal rights under the Indenture
of any Holders of Notes; to comply with any requirement of the Commission in
connection with the qualification of the Indenture under the TIA; to add a
co-issuer of the Notes as contemplated by Section 5.01(a)(i) of the Indenture;
to provide for the issuance of Additional Notes; and to conform the text of the
Indenture or the Notes to any provision of the “Description of the Notes”
section of the offering memorandum, dated as of March 10, 2010, relating to the
sale of the Initial Notes, to the extent that such provision was intended to be
a verbatim recitation of a provision of this Indenture or the
Notes.




12.           Defaults and
Remedies.  Each of the following is an Event of Default under the
Indenture:  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; 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; failure to comply with Section 5.01 of the Indenture;
failure to comply with any other covenant or agreement in the Notes or in the
Indenture (other than a failure that is the subject of the foregoing clauses),
and such failure continues for 30 days after written notice is given to the
Company by the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding specifying such default,
demanding that it be remedied and stating that such notice is a “Notice of
Default”; a default under any Debt by the Parent or any Restricted Subsidiary
that results in acceleration of the maturity of such Debt, or failure to







2 To be used
for Temporary Regulation S Global Note only.





A-6
 pay any
such Debt at maturity, in an aggregate amount greater than $10.0 million or its
foreign currency equivalent at the time; any final judgment or judgments for the
payment of money in an aggregate amount in excess of $10.0 million (or its
foreign currency equivalent at the time) (net of any amounts that a reputable
and creditworthy insurance company shall have acknowledged liability for in
writing) that shall be rendered against the Parent or any Restricted Subsidiary
and that shall not be waived, satisfied or discharged for any period of 30
consecutive days during which a stay of enforcement shall not be in effect; any
Guarantee of the Parent or a Significant Restricted Subsidiary or a group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Restricted Subsidiary ceases to be in full force and effect (other than in
accordance with the terms of such Guarantee) or any Guarantor denies or
disaffirms its obligations under its Guarantee; and certain events of
bankruptcy, insolvency or reorganization affecting the Parent, the Company or
any of their respective Significant Restricted Subsidiaries.




If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable.  Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency described in the Indenture, all outstanding Notes shall become due
and payable without further action or notice.  Holders may not enforce
the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest or Special Interest)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
Special Interest on, or the principal of, the Notes.  The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.




13.           Trustee Dealings
with Company.  Subject to certain limitations, the Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee.




14.           No Recourse
Against Others.  No past, present or future director, officer,
employee, incorporator or stockholder of the Company or of any Guarantor, as
such, shall have any liability for any obligations of the Company or any
Guarantor under the Indenture, the Notes, the Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such
liability.




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




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




17.           Additional Rights
of Holders of Restricted Global Notes and Restricted Definitive
Notes.  In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes that are Initial Notes shall have all the rights set forth in
the Registration Rights Agreement, dated as of March 24, 2010, among the
Company, the Guar-




A-7
 antors
and the parties named on the signature pages thereto or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have the rights set forth in one or more registration rights
agreement, if any, among the Company and the other parties thereto, relating to
rights given by the Company to the purchasers of any Additional
Notes.




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




The
Company shall furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to:




Prestige
Brands, Inc.


90 North
Broadway


Irvington,
New York  10533


Attention:  Peter
Anderson


Telecopier
No.:  (914) 524-6821




19.           Governing
Law.  The internal law of the State of New York shall govern
and be used to construe this Note without giving effect to applicable principals
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.







A-8





Option of
Holder to Elect Purchase




If you
want to elect to have this Note purchased by the Company pursuant to Section
4.12 or 4.18 of the Indenture, check the box below:




o           Section
4.12




o          
Section 4.18




If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.12 or Section 4.18 of the Indenture, state the amount you elect to
have purchased:  $_____________________




Date:_______________________________
            Your
      Signature:________________________________


(Sign
      exactly as your name appears on the
Note)




Tax
Identification No.:


____________________________________________







SIGNATURE
GUARANTEE:








________________________________________





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




A-9


Assignment
Form




To assign
this Note, fill in the form below:




(I) or
(we) assign and transfer this Note to







(Insert
assignee’s social security or other tax I.D. no.)








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







and irrevocably
      appoint


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









Date:  ______________




Your
      Signature:(Sign
      exactly as your name appears on the face of this Note)Signature
      Guarantee:










A-10





SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been
made:




Date of Exchange
            
            Amount
      of
              decrease
      in
              Principal
      Amount
              of this Global Note
            
            Amount
      of increase
              in
      Principal Amount
              of this Global Note
            
            Principal
      Amount
              of
      this Global Note
              following
      such
              decrease
      (or
              increase)
            
            Signature
      of
              authorized
      signatory
              of
      Trustee or
              Note Custodian





A-11


EXHIBIT
B




FORM
OF CERTIFICATE OF TRANSFER




Prestige
Brands, Inc.


90 North
Broadway


Irvington,
New York  10533


Attention:  Peter
Anderson


Telecopier
No.:  (914) 524-6821




U.S. Bank
National Association


60
Livingston Avenue


St. Paul,
Minnesota  55107


Attention:  Raymond
S. Haverstock


Telecopier
No.:  (651) 495-8097




Re:           8.25% Senior Notes due
2018




Reference
is hereby made to the Indenture, dated as of March 24, 2010 (the “Indenture”), among Prestige
Brands, Inc., as issuer (the “Company”), the Guarantors
party thereto and U.S. Bank National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.




___________________
(the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $___________ in such Note[s] or
interests (the “Transfer”),
to  ___________________________ (the “Transferee”), as further
specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:




[CHECK
ALL THAT APPLY]




1.  oCheck if
Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Definitive Note Pursuant to Rule 144A.  The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.




2. 
oCheck if
Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S.  The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
desig-





B-1
 nated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser).  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.




3.  o Check and
complete if Transferee will take delivery of a beneficial interest in a
Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S.  The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):




(a)         o  such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;




or




(b)         o  such Transfer is being effected to the Company or a
subsidiary thereof;




or




(c)         o  such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act.




4.  oCheck if
Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note.




(a)  oCheck
if Transfer is pursuant to Rule 144.  (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.




(b)  oCheck
if Transfer is Pursuant to Regulation S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in





B-2
 the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.




(c)  oCheck
if Transfer is Pursuant to Other Exemption.  (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.




This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.




[Insert
      Name of Transferor]By:Name:Title:  Dated:







B-3










ANNEX A
TO CERTIFICATE OF TRANSFER




1.           The
Transferor owns and proposes to transfer the following:




[CHECK
ONE OF (a) OR (b)]




(a)          
o  a beneficial interest in the:




(i)         o  144A Global Note (CUSIP _________),
or




(ii)        oRegulation S Global Note (CUSIP _________),
or




(b)          oa Restricted Definitive Note.




2.           After
the Transfer the Transferee will hold:




[CHECK
ONE OF (a), (b) OR (c)]




(a)       
   o  a beneficial interest in the:




(i)         o  144A Global Note (CUSIP _________),
or




(ii)        o  Regulation S Global Note (CUSIP _________),
or




(iii)       o  Unrestricted Global Note (CUSIP _________);
or




(b)         o  a Restricted Definitive Note; or




(c)         oan Unrestricted Definitive Note,




in
accordance with the terms of the Indenture.




B-4


EXHIBIT
C




FORM
OF CERTIFICATE OF EXCHANGE




Prestige
Brands, Inc.


90 North
Broadway


Irvington,
New York  10533


Attention:  Peter
Anderson


Telecopier
No.:  (914) 524-6821




U.S. Bank
National Association


60
Livingston Avenue


St. Paul,
Minnesota  55107


Attention:  Raymond
S. Haverstock


Telecopier
No.:  (651) 495-8097




Re:           8.25% Senior Notes due
2018




Reference
is hereby made to the Indenture, dated as of March 24, 2010 (the “Indenture”), among Prestige
Brands, Inc., as issuer (the “Company”), the Guarantors
party thereto and U.S. Bank National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.




__________________________
(the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein,
in the principal amount of $____________ in such Note[s] or interests (the
“Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:




1.           Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note




(a)  oCheck
if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.




(b)  oCheck if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive
Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the
United States.




C-1


(c)  oCheck if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for a beneficial interest in an Unrestricted Global Note, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United
States.




(d)  oCheck
if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.




2.           Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes




(a)  oCheck if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive
Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a Restricted Definitive Note
with an equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner’s own account without
transfer.  Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.




(b)  oCheck
if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE]
144A Global Note, Regulation S Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Definitive Note and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.




C-2


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.




[Insert
      Name of Transferor]By:Name:Title:







C-3





EXHIBIT
E




FORM
OF NOTATION OF GUARANTEE




For value
received, each Guarantor (which term includes any successor Person under the
Indenture), jointly and severally, unconditionally guarantees, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of March 24, 2010 (the “Indenture”), among Prestige
Brands, Inc., as issuer (the “Company”), the Guarantors
listed on the signature pages thereto and U.S. Bank National Association, as
trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium, if any, and interest and Special
Interest, if any, on the Notes, whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, if any, and, to the extent permitted by law, interest and Special
Interest, if any, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee under the Indenture and all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.  The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article 10 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Guarantee.  This
Guarantee is subject to release as and to the extent set forth in Sections 8.02,
8.03 and 10.05 of the Indenture.  Each Holder of a Note, by accepting
the same agrees to and shall be bound by such provisions.  Capitalized
terms used herein and not defined are used herein as so defined in the
Indenture.




E-1







IN
WITNESS WHEREOF, the undersigned has executed this notation of Guarantee on the date
first written above, in his capacity as an officer and not in his personal
capacity.





Guarantors:








PRESTIGE
BRANDS HOLDINGS, INC.


PRESTIGE
PERSONAL CARE HOLDINGS, INC.


PRESTIGE
PERSONAL CARE, INC.


PRESTIGE
SERVICES CORP.


PRESTIGE
BRANDS HOLDINGS, INC.


PRESTIGE
BRANDS INTERNATIONAL, INC.


MEDTECH
HOLDINGS, INC.


MEDTECH
PRODUCTS INC.


THE CUTEX
COMPANY


THE
DENOREX COMPANY


THE SPIC
AND SPAN COMPANY














By:Name:Title: