EX-4.2



 







Exhibit 4.2




EXECUTION COPY



 





CHART INDUSTRIES, INC.




$170,000,000




91/8% SENIOR SUBORDINATED NOTES DUE 2015





 






INDENTURE




Dated as of October 17, 2005





 






THE BANK OF NEW YORK




Trustee

 






 





 









 








CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture
Act Section
	 	Indenture Section
	310 (a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	2.05
	(b)
	 	13.03
	(c)
	 	13.03
	313 (a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 13.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 13.02; 13.05
	(b)
	 	N.A.
	(c)(1)
	 	13.04
	(c)(2)
	 	13.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05; 13.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a) (last
sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	13.01
	(b)
	 	N.A.
	(c)
	 	13.01






 



N.A. means not applicable.



* This Cross Reference Table is not part of this Indenture.





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE 1

	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 	 	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Other Definitions	 	 	34	 
	Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	 	 	34	 
	Section 1.04
	 	Rules of Construction	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	 
	 	 	 	 	 	 
	THE NOTES

	 
	 	 	 	 	 	 
	Section 2.01
	 	Form and Dating	 	 	35	 
	Section 2.02
	 	Execution and Authentication	 	 	36	 
	Section 2.03
	 	Registrar and Paying Agent	 	 	37	 
	Section 2.04
	 	Paying Agent to Hold Money in Trust	 	 	37	 
	Section 2.05
	 	Holder Lists	 	 	38	 
	Section 2.06
	 	Transfer and Exchange	 	 	38	 
	Section 2.07
	 	Replacement Notes	 	 	52	 
	Section 2.08
	 	Outstanding Notes	 	 	53	 
	Section 2.09
	 	Treasury Notes	 	 	53	 
	Section 2.10
	 	Temporary Notes	 	 	53	 
	Section 2.11
	 	Cancellation	 	 	54	 
	Section 2.12
	 	Defaulted Interest	 	 	54	 
	Section 2.13
	 	CUSIP Numbers	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	 
	 	 	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 	 	 
	Section 3.01
	 	Notices to Trustee	 	 	54	 
	Section 3.02
	 	Selection of Notes to Be Redeemed	 	 	55	 
	Section 3.03
	 	Notice of Redemption	 	 	55	 
	Section 3.04
	 	Effect of Notice of Redemption	 	 	56	 
	Section 3.05
	 	Deposit of Redemption Price	 	 	56	 
	Section 3.06
	 	Notes Redeemed in Part	 	 	57	 
	Section 3.07
	 	Optional Redemption	 	 	57	 
	Section 3.08
	 	Mandatory Redemption	 	 	58	 
	Section 3.09
	 	Intentionally Omitted	 	 	58	 





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	 	 	 	 	Page	 
	ARTICLE 4

	 
	 	 	 	 	 	 
	COVENANTS

	 
	 	 	 	 	 	 
	Section 4.01
	 	Payment of Notes	 	 	58	 
	Section 4.02
	 	Maintenance of Office or Agency	 	 	59	 
	Section 4.03
	 	Reports	 	 	59	 
	Section 4.04
	 	Compliance Certificate	 	 	60	 
	Section 4.05
	 	Intentionally Omitted	 	 	61	 
	Section 4.06
	 	Limitation on Incurrence of Senior Subordinated Indebtedness	 	 	61	 
	Section 4.07
	 	Restricted Payments	 	 	61	 
	Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	 	 	66	 
	Section 4.09
	 	Incurrence of Indebtedness and Issuance of Preferred Equity	 	 	68	 
	Section 4.10
	 	Asset Sales	 	 	73	 
	Section 4.11
	 	Transactions with Affiliates	 	 	76	 
	Section 4.12
	 	Liens	 	 	78	 
	Section 4.13
	 	Business Activities	 	 	79	 
	Section 4.14
	 	Intentionally Omitted	 	 	79	 
	Section 4.15
	 	Offer to Repurchase upon Change of Control	 	 	79	 
	Section 4.16
	 	Payments for Consent	 	 	81	 
	Section 4.17
	 	Additional Note Guarantees	 	 	81	 
	Section 4.18
	 	Designation of Restricted and Unrestricted Subsidiaries	 	 	81	 
	Section 4.19
	 	Changes in Covenants upon Notes Being Rated Investment Grade	 	 	82	 
	 
	 	 	 	 	 	 
	ARTICLE 5

	 
	 	 	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 	 	 
	Section 5.01
	 	Merger, Consolidation, or Sale of Assets	 	 	82	 
	Section 5.02
	 	Successor Substituted	 	 	83	 
	 
	 	 	 	 	 	 
	ARTICLE 6

	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 	 	 
	Section 6.01
	 	Events of Default	 	 	84	 
	Section 6.02
	 	Acceleration	 	 	86	 
	Section 6.03
	 	Other Remedies	 	 	86	 
	Section 6.04
	 	Waiver of Past Defaults	 	 	87	 
	Section 6.05
	 	Control by Majority	 	 	87	 
	Section 6.06
	 	Limitation on Suits	 	 	87	 
	Section 6.07
	 	Rights of Holders of Notes to Receive Payment	 	 	88	 
	Section 6.08
	 	Collection Suit by Trustee	 	 	88	 
	Section 6.09
	 	Trustee May File Proofs of Claim	 	 	88	 
	Section 6.10
	 	Priorities	 	 	89	 
	Section 6.11
	 	Undertaking for Costs	 	 	89	 





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	 	 	 	 	Page	 
	ARTICLE 7

	 
	 	 	 	 	 	 
	TRUSTEE

	 
	 	 	 	 	 	 
	Section 7.01
	 	Duties of Trustee	 	 	89	 
	Section 7.02
	 	Rights of Trustee	 	 	91	 
	Section 7.03
	 	Individual Rights of Trustee	 	 	92	 
	Section 7.04
	 	Trustee’s Disclaimer	 	 	92	 
	Section 7.05
	 	Notice of Defaults	 	 	92	 
	Section 7.06
	 	Reports by Trustee to Holders of the Notes	 	 	93	 
	Section 7.07
	 	Compensation and Indemnity	 	 	93	 
	Section 7.08
	 	Replacement of Trustee	 	 	94	 
	Section 7.09
	 	Successor Trustee by Merger, Etc.	 	 	95	 
	Section 7.10
	 	Eligibility; Disqualification	 	 	95	 
	Section 7.11
	 	Preferential Collection of Claims Against the Company	 	 	95	 
	 
	 	 	 	 	 	 
	ARTICLE 8

	 
	 	 	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 	 	 
	Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	 	95	 
	Section 8.02
	 	Legal Defeasance and Discharge	 	 	96	 
	Section 8.03
	 	Covenant Defeasance	 	 	96	 
	Section 8.04
	 	Conditions to Legal or Covenant Defeasance	 	 	97	 
	Section 8.05
	 	Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions	 	 	98	 
	Section 8.06
	 	Repayment to Company	 	 	99	 
	Section 8.07
	 	Reinstatement	 	 	99	 
	 
	 	 	 	 	 	 
	ARTICLE 9

	 
	 	 	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 	 	 
	Section 9.01
	 	Without Consent of Holders of Notes	 	 	99	 
	Section 9.02
	 	With Consent of Holders of Notes	 	 	100	 
	Section 9.03
	 	Compliance with Trust Indenture Act	 	 	102	 
	Section 9.04
	 	Revocation and Effect of Consents	 	 	102	 
	Section 9.05
	 	Notation on or Exchange of Notes	 	 	102	 
	Section 9.06
	 	Trustee to Sign Amendments, Etc.	 	 	103	 
	 
	 	 	 	 	 	 
	ARTICLE 10

	 
	 	 	 	 	 	 
	SUBORDINATION

	 
	 	 	 	 	 	 
	Section 10.01
	 	Agreement to Subordinate	 	 	103	 
	Section 10.02
	 	Liquidation; Dissolution; Bankruptcy	 	 	103	 
	Section 10.03
	 	Default on Designated Senior Indebtedness	 	 	104	 





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	 	 	 	 	Page	 
	Section 10.04
	 	Acceleration of Notes	 	 	105	 
	Section 10.05
	 	When Distribution Must Be Paid Over	 	 	105	 
	Section 10.06
	 	Notice by the Company	 	 	105	 
	Section 10.07
	 	Subrogation	 	 	105	 
	Section 10.08
	 	Relative Rights	 	 	106	 
	Section 10.09
	 	Subordination May Not Be Impaired by the Company	 	 	106	 
	Section 10.10
	 	Rights of Trustee and Paying Agent	 	 	106	 
	Section 10.11
	 	Authorization to Effect Subordination	 	 	106	 
	 
	 	 	 	 	 	 
	ARTICLE 11

	 
	 	 	 	 	 	 
	NOTE GUARANTEES

	 
	 	 	 	 	 	 
	Section 11.01
	 	Guarantee	 	 	107	 
	Section 11.02
	 	Limitation on Guarantor Liability	 	 	108	 
	Section 11.03
	 	Intentionally Omitted	 	 	108	 
	Section 11.04
	 	Guarantors May Consolidate, Etc., on Certain Terms	 	 	108	 
	Section 11.05
	 	Releases	 	 	109	 
	Section 11.06
	 	Subordination of Note Guarantee	 	 	110	 
	 
	 	 	 	 	 	 
	ARTICLE 12

	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 	 	 
	Section 12.01
	 	Satisfaction and Discharge	 	 	110	 
	Section 12.02
	 	Application of Trust Money	 	 	111	 
	 
	 	 	 	 	 	 
	ARTICLE 13

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 13.01
	 	Trust Indenture Act Controls	 	 	112	 
	Section 13.02
	 	Notices	 	 	112	 
	Section 13.03
	 	Communication by Holders of Notes with Other Holders of Notes	 	 	113	 
	Section 13.04
	 	Certificate and Opinion as to Conditions Precedent	 	 	113	 
	Section 13.05
	 	Statements Required in Certificate or Opinion	 	 	113	 
	Section 13.06
	 	Rules by Trustee and Agents	 	 	114	 
	Section 13.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	114	 
	Section 13.08
	 	Governing Law	 	 	114	 
	Section 13.09
	 	Successors	 	 	114	 
	Section 13.10
	 	Severability	 	 	115	 
	Section 13.11
	 	Counterpart Originals	 	 	115	 
	Section 13.12
	 	Table of Contents, Headings, Etc.	 	 	115	 





-iv-





 









 








	 	 	 
	EXHIBITS	 	 
	Exhibit A
	 	FORM OF GLOBAL NOTE
	Exhibit B
	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C
	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D
	 	FORM OF CERTIFICATE OF ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E
	 	FORM OF SUPPLEMENTAL INDENTURE





-v-


 









 







          INDENTURE dated as of October 17, 2005 among Chart Industries, Inc., a Delaware corporation
(the “Company”), the Guarantors (as defined herein) and The Bank of New York, a New York banking
corporation, as trustee.




          The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined herein) of (a) the $170,000,000
aggregate principal amount of the Company’s
91/8% Senior Subordinated Notes due 2015 (the “Initial
Notes”), (b) any Additional Notes (as defined herein) that may be issued after the date hereof and
(c) if and when issued pursuant to the Registration Rights Agreement (as defined herein), the
Company’s Exchange Notes (as defined herein) issued in the Registered Exchange Offer (as defined
herein) in exchange for any outstanding Initial Notes or Additional Notes (all such securities in
clauses (a), (b) and (c) being referred to collectively as the “Notes”):




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01 Definitions.



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




          “Acquired Debt” means, with respect to any specified Person:





     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Restricted Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



          “Additional Interest” means all Additional Interest then owing pursuant to the Registration
Rights Agreement.




          “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by
agreement or




 









 







otherwise. For purposes of this definition, the terms “controlling,” “controlled by”
and “under common control with” have correlative meanings.




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




          “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:





     (1) 1.0% of the principal amount of the Note; or




     (2) the excess of: (a) the present value at the redemption date of (i) the redemption
price of the Note at October 15, 2010 (such redemption price being set forth in the table
appearing in Section 3.07(c) hereof) plus (ii) all required interest payments due on the
Note through October 15, 2010 (excluding accrued but unpaid interest to the redemption
date), computed using a discount rate equal to the Treasury Rate as of such redemption date
plus 50 basis points; over (b) the principal amount of the Note.



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





          “Asset Acquisition” means:




     (1) an Investment by the Company or any Restricted Subsidiary of the Company in any
other Person pursuant to which such Person shall become a Restricted Subsidiary of the
Company or any Restricted Subsidiary of the Company, or shall be merged with or into or
consolidated with the Company or any Restricted Subsidiary of the Company; or




     (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the
assets of any Person (other than a Restricted Subsidiary of the Company) which constitute
all or substantially all of the assets of such Person or comprise any division or line of
business of such Person or any other properties or assets of such Person other than in the
ordinary course of business.




          “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition of any assets or rights; provided
that the sale, lease, conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and




     (2) the issuance or sale of Equity Interests in any of the Company’s Restricted
Subsidiaries.



-2-









 





          Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:





     (1) any single transaction or series of related transactions that involves assets or
Equity Interests of any Restricted Subsidiary having a Fair Market Value of less than $5.0
million;




     (2) a transfer of assets between or among the Company and any of its Restricted
Subsidiaries;




     (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Company
to the Company or to another Restricted Subsidiary of the Company;




     (4) the sale or lease of inventory, products or services or the lease, assignment or
sub-lease of any real or personal property in the ordinary course of business;




     (5) the sale or discounting of accounts receivable in the ordinary course of business;




     (6) any sale or other disposition of damaged, worn-out, obsolete or no longer useful
assets or properties in the ordinary course of business;




     (7) any sale of assets received by the Company or any of its Restricted Subsidiaries
upon the foreclosure on a Lien;




     (8) the sale or other disposition of cash, Cash Equivalents or Marketable Securities;




     (9) a sale of accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables
Financing;




     (10) a transfer of accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” (or a fractional undivided interest therein) by a
Receivables Subsidiary in a Qualified Receivables Financing;




     (11) a Restricted Payment that does not violate Section 4.07 hereof or any Permitted
Investment;




     (12) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;




     (13) the granting of Liens not otherwise prohibited by this Indenture;




     (14) the surrender, or waiver of contract rights or settlement, release or surrender of
contract, tort or other claims; and



-3-









 






     (15) any exchange of assets related to a Permitted Business of comparable market value,
as determined in good faith by the Company.



          “Bank Agent” means the agent for the lenders under the Credit Agreement or its successors as
agent for the lenders under the Credit Agreement.




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




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





          “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




     (2) with respect to a partnership, the Board of Directors or other governing body of
the general partner of the partnership;




     (3) with respect to a limited liability company, the Board of Directors or other
governing body, and in the absence of the same, the manager or board of managers or the
managing member or members or any controlling committee thereof; and




     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.




          “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York State.




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





          “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;



-4-









 






     (2) in the case of an association or business entity that is not a corporation, any and
all shares, interests, participations, rights or other equivalents (however designated) of
corporate stock;




     (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.




          “Cash Contributions” means the aggregate amount of cash contributions made to the
capital of the Company or any Guarantor described in the definition of “Contribution
Indebtedness.”




          “Cash Equivalents” means:




     (1) United States dollars or, in the case of any Foreign Subsidiary, such local
currencies held by it from time to time in the ordinary course of business;




     (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;




     (3) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case, with any lender party to the
Credit Agreement or with any domestic commercial bank having capital and surplus in excess
of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from
Moody’s or A-1 or better from S&P;




     (4) repurchase obligations for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting the qualifications
specified in clause (3) above;




     (5) commercial paper having one of the two highest ratings obtainable from Moody’s or
S&P and, in each case, maturing within one year after the date of acquisition;




     (6) securities issued or fully guaranteed by any state or commonwealth of the United
States, or by any political subdivision or taxing authority thereof having one of the two
highest ratings obtainable from Moody’s or S&P, and, in each case, maturing within one year
after the date of acquisition;




     (7) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition;



-5-









 






     (8) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher
from S&P or “A-2” from Moody’s; and




     (9) in the case of any Foreign Subsidiary, investments denominated in the currency of
the jurisdiction in which that Foreign Subsidiary is organized or has its principal place of
business, which are similar to and have similar ratings from similar rating agencies to the
items specified in clauses (2), (3), (4), (6), (7), and (8).




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




     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, in each case, taken as a whole, to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), other than the Permitted Holders;




     (2) the adoption of a plan relating to the liquidation or dissolution of the Company;




     (3) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” or “group” (as such terms are used
in sections 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders, becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the
Voting Stock of the Company; or




     (4) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.



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




          “Company” means Chart Industries, Inc., a Delaware corporation and any and all successors
thereto.




          “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period (A) plus, without duplication to the extent
the same was excluded in calculating Consolidated Net Income:





     (1) provision for taxes based on income, profits, losses or capital of such Person and
its Restricted Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus




     (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that such Fixed Charges were deducted in computing such Consolidated Net
Income; plus




     (3) depreciation, amortization (including, without limitation, amortization of
intangibles and deferred financing fees), and other non-cash expenses (including without
limitation write-downs and impairment of property, plant, equipment and intangibles and



-6-









 







other long-lived assets and the impact of purchase accounting on such Person and its
Restricted Subsidiaries for such period), but excluding any non-cash items for which a
future cash payment will be required and for which an accrual or reserve is required by GAAP
to be made, to the extent that such depreciation, amortization and other non-cash expenses
were deducted in computing such Consolidated Net Income; plus




     (4) the amount of any restructuring charges (which, for the avoidance of doubt, shall
include retention, severance, systems establishment cost or excess pension, other post
employment benefits, curtailment or other excess charges); plus




     (5) the minority interest expense consisting of subsidiary income attributable to
minority equity interests of third parties in any non-wholly owned Subsidiary in such period
or any prior period, except to the extent of dividends declared or paid on Equity Interests
held by third parties; plus




     (6) the amount of management, consulting, monitoring and advisory fees and related
expenses paid to the Permitted Holders or to previous equity holders (or any accruals
related to such fees and related expenses) during such period; provided that such amount
shall not exceed in any four quarter period the greater of (x) $2.5 million and (y) 2% of
Consolidated Cash Flow of the Company and its Restricted Subsidiaries for each period; plus




     (7) equity in earnings or losses in affiliates; plus




     (8) other non-operating expenses; plus




     (9) accretion of asset retirement obligations in accordance with SFAS No. 143,
Accounting for Asset Retirement Obligations, and any similar accounting in prior periods;
minus



          (B) non-cash items increasing such Consolidated Net Income for such period, other than (i) any
items which represent the reversal in such period of any accrual of, or cash reserve for,
anticipated charges in any prior period where such accrual or reserve is no longer required; or
(ii) items related to percentage of completion accounting,




          in each case, on a consolidated basis and determined in accordance with GAAP.




          “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:





     (1) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all
fees and expenses relating thereto) or income or expense or charge (including, without
limitation, pension expense, casualty losses, severance expenses, relocation expenses, other
restructuring expenses and fees, expenses or charges related to any offering of Equity
Interests of such Person, any Investment, acquisition or Indebtedness permitted to be
incurred hereunder (in each case, whether or not successful)), including



-7-









 







all fees, expenses, charges and change in control payments related to the Transactions,
in each case shall be excluded;




     (2) any net after-tax income or loss from discontinued operations and any net after-tax
gain or loss on disposal of discontinued operations shall be excluded;




     (3) any net after-tax gains or losses (minus all fees and expenses or charges relating
thereto) attributable to business dispositions or asset dispositions other than in the
ordinary course of business (as determined in good faith by the Board of Directors of the
Company) shall be excluded;




     (4) any net after-tax income or loss (minus all fees and expenses or charges relating
thereto) attributable to the early extinguishment of indebtedness and Hedging Obligations
shall be excluded;




     (5) (A) the Net Income for such period of any Person that is not a Restricted
Subsidiary, or that is accounted for by the equity method of accounting, shall be included
only to the extent of the amount of dividends or distributions or other payments in respect
of equity that are actually paid in cash (or to the extent converted into cash) by the
referent Person to the Company or a Restricted Subsidiary thereof in respect of such period
and (B) the Net Income for such period shall include any dividend, distribution or other
payments in respect of equity paid in cash by such Person to the Company or a Restricted
Subsidiary thereof in excess of the amount included in clause (A);




     (6) any non-cash charges from the application of the purchase method of accounting in
connection with the Transactions or any future acquisition, to the extent that any such
charges are deducted in computing such Consolidated Net Income, shall be excluded;




     (7) accruals and reserves that are established within twelve months after the
consummation of the Stock Purchase (as defined in Merger Agreement) and that are so required
to be established in accordance with GAAP shall be excluded;




     (8) any non-cash charges relating to write-downs and impairments of property, plant,
equipment and intangibles and other long-lived assets shall be excluded;




     (9) any long-term incentive plan accruals and any non-cash compensation expense
realized from grants of stock appreciation or similar rights, stock options or other rights
to officers, directors and employees of such Person or any of its Restricted Subsidiaries
shall be excluded;




     (10) solely for the purpose of determining the amount available for Restricted Payments
under Section 4.07(a)(C)(i) hereof, the Net Income of any Restricted Subsidiary that is not
a Guarantor will be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or




-8-









 








governmental regulation applicable to that Restricted Subsidiary or its stockholders or
members, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived; provided that Consolidated Net Income of such Person
shall be increased by the amount of dividends or distributions or other payments that are
actually paid in cash (or to the extent converted into cash) by such Person to the Company
or another Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein; and




     (11) the cumulative effect of a change in accounting principles will be excluded.



          “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not contingent:





     (1) to purchase any such primary obligation or any property constituting direct or
indirect security thereof;




     (2) to advance or supply funds (A) for the purchase or payment of any such primary
obligation or (B) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; or




     (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make
payment of such obligation against loss in respect thereof.



          “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company or any Parent, as the case may be, who:





     (1) was a member of such Board of Directors on the date of this Indenture, or




     (2) was nominated for election or elected to such Board of Directors by one or more of
the Equity Investors or with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election.



     “Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate
principal amount not greater than twice the aggregate amount of cash contributions (other than
Excluded Contributions) made to the equity capital of the Company or such Guarantor after the date
of this Indenture, provided that:




     (1) if the aggregate principal amount of such Contribution Indebtedness is greater than
one times such cash contributions to the equity capital of the Company or such Guarantor, as
applicable, the amount in excess shall be Indebtedness (other than secured Indebtedness)
with a Stated Maturity later than the Stated Maturity of the Notes, and



-9-









 






     (2) such Contribution Indebtedness (x) is incurred within 180 days after the making of
such cash contributions and (y) is designated as Contribution Indebtedness pursuant to an
Officers’ Certificate on the incurrence date thereof.



          “Corporate Trust Office of the Trustee” will 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 Agreement” means that certain credit agreement, dated the Issue Date, by and among FR
X Chart Holdings LLC, CI Acquisition Inc., as borrower, the guarantors named therein, Citicorp
North America, Inc., as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., as joint lead
arrangers and book runners and each lender party thereto, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection therewith, and, in each
case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time in one or more agreements or
indentures (in each case with the same or new lenders or institutional investors), including any
agreement or indenture extending the maturity thereof or otherwise restructuring all or any portion
of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the
maturity thereof.




          “Credit Facilities” means one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional investors) in whole or
in part from time to time in one or more agreements or indentures (in each case with the same or
new lenders or institutional investors), including any agreement or indenture extending the
maturity thereof or otherwise restructuring all or any portion of the indebtedness thereunder or
increasing the amount loaned or issued thereunder or altering the maturity thereof.




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




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




          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in 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 hereof as the Depositary with respect to


-10-









 







the Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.




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




          “Designated Preferred Stock” means preferred stock of the Company or any Parent (other than
Disqualified Stock) that is issued for cash (other than to the Company or any of its Subsidiaries
or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the
issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in
Section 4.07(a)(C)(ii) hereof.




          “Designated Senior Indebtedness” means (1) any Indebtedness under the Credit Agreement and (2)
any other Indebtedness constituting Senior Indebtedness that, at the date of determination, has an
aggregate principal amount outstanding of at least $25.0 million and that is specifically
designated by the Company in the instrument creating or evidencing such Senior Indebtedness as
“Designated Senior Indebtedness” or, in the alternative, as to which the Trustee is given written
notice that such Indebtedness is “Designated Senior Indebtedness.”




          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock will not
constitute Disqualified Stock solely because the holders of the Capital Stock have the right to
require the Company to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale. The amount of Disqualified Stock deemed to be outstanding at any time for purposes
of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may
become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions
of, such Disqualified Stock, exclusive of accrued dividends. The term “Disqualified Stock” shall
also include any options, warrants or other rights that are convertible into Disqualified Stock or
that are redeemable at the option of the holder or required to be redeemed, prior to the date that
is 91 days after the date on which the Notes mature.




          “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the
laws of the United States or any state of the United States or the District of Columbia.




-11-









 








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




          “Equity Investors” means First Reserve Corporation and its Affiliates.




          “Equity Offering” means (i) an offer and sale of Capital Stock (other than Disqualified Stock)
of the Company or any Parent (to the extent the net proceeds therefrom are contributed to the
equity capital of the Company) pursuant to (x) a registration statement that has been declared
effective by the SEC pursuant to the Securities Act (other than a registration statement on Form
S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the
Company or any Parent), or (y) a private issuance exempt from registration under the Securities
Act.




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




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




          “Exchange Notes” means the Notes issued in the Registered Exchange Offer pursuant to Section
2.06(f) hereof.




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




          “Excluded Contributions” means the net cash proceeds received by the Company after the date of
this Indenture from:





          (1) contributions to its common equity capital, and




          (2) the sale (other than to a Subsidiary of the Company) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Company,


in each case designated as “Excluded Contributions” pursuant to an Officers’ Certificate of the
Company, the net cash proceeds of which are excluded from the calculation set forth in Section
4.07(a)(C)(ii) hereof.




          “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture)
for transactions valued at, or in excess of, $10.0 million; provided that, if the Company or any
Restricted Subsidiary is required by any antitrust authority to sell any asset, the consideration
received upon such Asset Sale shall be deemed to be the “Fair Market Value” of such asset.




          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its


-12-









 







Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or
otherwise discharges any Indebtedness (other than (i) ordinary working capital borrowings and (ii)
in the case of revolving credit borrowings or revolving advances under any Qualified Receivables
Financing, in which case interest expense will be computed based upon the average daily balance of
such Indebtedness during the applicable period) or issues, repurchases or redeems preferred equity
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will
be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase
or redemption of preferred equity, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period.




          In addition, for purposes of calculating the Fixed Charge Coverage Ratio, Asset Acquisitions,
dispositions, mergers, consolidations and discontinued operations (as determined in accordance with
GAAP), and any related financing transactions, that the specified Person or any of its Restricted
Subsidiaries has both determined to make and made after the date of this Indenture and during the
four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all
such Asset Acquisitions, dispositions, mergers, consolidations and discontinued operations (and the
change of any associated Fixed Charges and the change in Consolidated Cash Flow resulting
therefrom) had occurred on the first day of the four-quarter reference period, including any pro
forma expense and cost reductions and other operating improvements that have occurred or are
reasonably expected to occur, in the reasonable judgment of the chief financial officer of the
Company (regardless of whether these cost savings or operating improvements could then be reflected
in pro forma financial statements in accordance with Regulation S-X promulgated under the
Securities Act or any other regulation or policy of the SEC related thereto). Any Person that is a
Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary
at all times during such four-quarter period, and if, since the beginning of the four-quarter
reference period, any Person that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any of its other Restricted Subsidiaries since the beginning of such period
shall have made any acquisition, Investment, disposition, merger, consolidation or discontinued
operation, in each case with respect to an operating unit of a business, that would have required
adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be adjusted
giving pro forma effect thereto for such period as if such Asset Acquisition, disposition,
discontinued operation, merger or consolidation had occurred at the beginning of the applicable
four-quarter reference period. Any Person that is not a Restricted Subsidiary on the Calculation
Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter
period.




          For purposes of this definition, whenever pro forma effect is to be given to any transaction,
the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Company. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period (taking into account any
Hedging Obligations applicable to such Indebtedness if such Hedging Obligation




-13-









 







has a remaining term in excess of 12 months). Interest on a Capital Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in
accordance with GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed
based upon the average daily balance of such Indebtedness during the applicable period. Interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to
have been based upon the rate actually chosen, or, if none, then based upon such optional rate
chosen as the Company may designate. Any such pro forma calculation may include adjustments
appropriate, in the reasonable determination of the Company as set forth in an Officers’
Certificate, to reflect operating expense reductions reasonably expected to result from any
acquisition or merger.




          “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of:





     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, excluding amortization of debt issuance costs and
the expensing of any bridge or other financing fees, but including original issue discount,
non-cash interest payments, the interest component of any deferred payment obligations
(classified as Indebtedness under this Indenture), the interest component of all payments
associated with Capital Lease Obligations and net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates; plus




     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus




     (3) all cash dividend payments or other cash distributions on any series of preferred
equity of such Person and all other dividend payments or other distributions on the
Disqualified Stock of such Person; less




     (4) interest income;




     in each case, on a consolidated basis and in accordance with GAAP.



          “Foreign Subsidiary” means any Restricted Subsidiary of the Company other than a Domestic
Subsidiary.




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




          “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.




-14-









 








          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2), 2.06(d)(3) or
2.06(f) hereof.




          “Government Securities” means securities that are direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged.




          “guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or otherwise).





     “Guarantors” means each of:




     (1) the subsidiaries of the Company that execute this Indenture on the Issue Date; and




     (2) any other Subsidiary of the Company that becomes a Guarantor in accordance with the
provisions of this Indenture,


and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Indenture.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:





     (1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements;




     (2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and




     (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices.




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



          “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee that will be issued in a denomination equal
to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.




-15-









 








          “Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary.




          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:





     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of banker’s acceptances;




     (4) representing Capital Lease Obligations;




     (5) representing the balance deferred and unpaid of the purchase price of any property
or services due more than six months after such property is acquired or such services are
completed;




     (6) representing any Hedging Obligations; or




     (7) to the extent not otherwise included, with respect to the Company and its
Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and
available for use by, the Company or any of its Restricted Subsidiaries) under any
Receivables Financing (as set forth in the books and records of the Company or any
Restricted Subsidiary and confirmed by the agent, trustee or other representative of the
institution or group providing such Receivables Financing),


if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes (i) all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person); provided, however, that the amount of such Indebtedness shall be the
lesser of (x) the Fair Market Value of such asset as of such date of determination and (y) the
amount of such Indebtedness of such other Person; and (ii) to the extent not otherwise included,
the guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the
foregoing, “Indebtedness” shall not include (a) accrued expenses, royalties and Trade Payables; (b)
Contingent Obligations incurred in the ordinary course of business; and (c) asset retirement
obligations and obligations in respect of reclamation and workers’ compensation (including pensions
and retiree medical care) that are not overdue by more than 90 days.




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




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




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




-16-









 








          “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s or BBB- (or the equivalent) by S&P or, if either such entity ceases to rate the Notes for
reasons outside of the control of the Company, the equivalent investment grade credit rating from
any other Rating Agency.




          “Investment Grade Securities” means:





     (1) securities issued or directly and fully guaranteed or insured by the U.S.
government or any agency or instrumentality thereof (other than Cash Equivalents) and in
each case with maturities not exceeding two years from the date of acquisition;




     (2) investments in any fund that invests exclusively in investments of the type
described in clause (1) which fund may also hold immaterial amounts of cash pending
investment and/or distribution; and




     (3) corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding two
years from the date of acquisition.



          “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding accounts receivable, trade credit and
advances to customers and commission, travel and similar advances to officers, employees and
consultants made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If
the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of
any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the Fair Market Value
of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in Section 4.07(c) hereof.




          “Issue Date” means October 17, 2005.




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




          “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with the Registered Exchange
Offer.




-17-









 








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




          “Management Notes” means any notes evidencing Indebtedness which, by their terms, are
expressly subordinated to the Notes, that are issued by the Company, any Subsidiary or any Parent
to existing or former employees, officers, consultants, or directors of the Company or any
Subsidiary or any Parent in consideration for such person’s Equity Interests of the Company, any
Subsidiary or any Parent.




          “Marketable Securities” means, with respect to any Asset Sale, any readily marketable equity
securities that are (i) traded on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market; and (ii) issued by a corporation having a total equity market
capitalization of not less than $250.0 million; provided that the excess of (A) the aggregate
amount of securities of any one such corporation held by the Company and any Restricted Subsidiary
over (B) ten times the average daily trading volume of such securities during the 20 immediately
preceding trading days shall be deemed not to be Marketable Securities, as determined on the date
of the contract relating to such Asset Sale.




          “Material Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the date of this Indenture, provided, however, that all references to
“10 percent” in such definition shall be replaced with “5 percent.”




          “Merger Agreement” means the Agreement and Plan of Merger dated as of August 2, 2005 among
Chart Industries, Inc., certain stockholders of Chart Industries, Inc., First Reserve Fund X L.P.
and CI Acquisition, Inc.




          “Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns.




          “Net Income” means, with respect to any Person for any period, the net income (loss) of such
Person for such period, determined in accordance with GAAP and before any reduction in respect of
dividends on preferred interests, excluding, however, (a) any gain or loss, together with any
related provision for taxes on such gain or loss, realized in connection with (1) any Asset Sale
(including, without limitation, dispositions pursuant to sale and leaseback transactions) or (2)
the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment
of any Indebtedness of such Person or any of its Subsidiaries and (b) any extraordinary or
nonrecurring gain or loss, together with any related provision for taxes on such extraordinary or
nonrecurring gain or loss.




          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any Designated Non-cash Consideration




-18-









 







received in any Asset Sale and 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 the assumption by the acquiring Person of Indebtedness relating to the disposed
assets or other consideration received in any non-cash form), net of the direct costs relating to
such Asset Sale and the sale of such Designated Non-cash Consideration, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale or taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and
any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness,
other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were
the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP, including without limitation, pension and
post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.





     “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) other than a pledge of the Equity Interest of any Unrestricted
Subsidiaries, (b) is directly or indirectly liable (as a guarantor or otherwise) other than
by virtue of a pledge of the Equity Interests of any Unrestricted Subsidiaries, or (c)
constitutes the lender; and




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit, upon notice, lapse of time or both, any holder of any other Indebtedness (other than
the Notes offered hereby) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated Maturity.




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



          “Note Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this
Indenture and the Notes.




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




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




          “Offering Memorandum” means that certain offering memorandum, dated September 30, 2005,
relating to the initial offering of the Notes.




-19-









 








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




          “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 13.05 hereof.




          “Opinion of Counsel” means an opinion from legal counsel that meets the requirements of
Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.




          “Parent” means any direct or indirect parent company of the Company.




          “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 the businesses of the Company and its Subsidiaries engaged in on
the date of this Indenture and any other activities that are similar, ancillary or reasonably
related to, or a reasonable extension, expansion or development of, such businesses or ancillary
thereto.




          “Permitted Holders” means the Equity Investors and Related Parties. Any person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of
Control Offer is made in accordance with the requirements of this Indenture will thereafter,
together with its Affiliates, constitute an additional Permitted Holder.




          “Permitted Investments” means:





     (1) any Investment in the Company or in a Restricted Subsidiary of the Company;




     (2) any Investment in cash, Cash Equivalents, Marketable Securities or Investment Grade
Securities;




     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:




          (a) such Person becomes a Restricted Subsidiary of the Company; or




          (b) such Person, in one transaction or a series of related transactions, is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company,



-20-









 





          and, in each of cases (a) and (b), any Investment then held by such person; provided
that any such Investment was not made by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary of
the Company or such merger, consolidation, amalgamation, transfer, conveyance or
liquidation;




     (4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;




     (5) any Investment the payment for which consists of Equity Interests (other than
Disqualified Stock) of the Company or any Parent (which Investment, in the case of any
Parent, is contributed to the common equity capital of the Company; provided that any such
contribution shall be excluded from Section 4.07(a)(C)(ii) hereof);




     (6) any Investments received (i) in compromise or resolution of (A) obligations of
trade creditors or customers that were incurred in the ordinary course of business of the
Company or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer; or (B) litigation, arbitration or other disputes; or (ii) as a result
of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any
secured Investment or other transfer of title with respect to any secured Investment in
default;




     (7) Investments represented by Hedging Obligations;




     (8) loans or advances to officers, directors and employees made in the ordinary course
of business of the Company or any Restricted Subsidiary of the Company in an aggregate
principal amount not to exceed $2.5 million at any one time outstanding;




     (9) repurchases of the Notes;




     (10) Investments in Permitted Businesses, joint ventures or Unrestricted Subsidiaries
having an aggregate Fair Market Value, taken together with all other Investments made
pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of
(x) $35.0 million and (y) 5% of Total Assets at the time of such Investment (with the Fair
Market Value of each Investment being measured at the time made and without giving effect to
subsequent changes in value);




     (11) any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Financing,
including Investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Receivables Financing or any related Indebtedness; provided,
however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money
Note, contribution of additional receivables or an equity interest;



-21-









 






     (12) any transaction to the extent it constitutes an Investment that is permitted by
and made in accordance with the provisions of Section 4.11(b) hereof (except for
transactions described in clauses (6), (8), (10) and (12) of Section 4.11(b));




     (13) guarantees issued in accordance with Section 4.09 and Section 4.17 hereof;




     (14) any Investment existing on the date of this Indenture and any Investment that
replaces, refinances or refunds an existing Investment; provided that the new Investment is
in an amount that does not exceed the amount replaced, refinanced or refunded, and is made
in the same Person as the Investment replaced, refinanced or refunded;




     (15) Investments consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business; and




     (16) additional Investments by the Company or any Restricted Subsidiary having an
aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), taken together with all other Investments
made pursuant to this clause (16) that are at the time outstanding not to exceed 2.0% of
Total Assets; provided, however, that if any Investment pursuant to this clause (16) is made
in a Person that is not a Restricted Subsidiary of the Company at the date of the making of
such Investment and such Person becomes a Restricted Subsidiary of the Company after such
date, such Investment shall thereafter be deemed to have been made pursuant to clause (1)
above and shall cease to have been made pursuant to this clause (16) for so long as such
Person continues to be a Restricted Subsidiary;


provided, however, that with respect to any Investment, the Company may, in its sole discretion,
allocate all or any portion of any Investment to one or more of the above clauses (1) through (16)
so that the entire Investment would be a Permitted Investment.




          “Permitted Junior Securities” means:





     (1) Equity Interests in the Company; or




     (2) debt securities that are subordinated to all Senior Indebtedness and any debt
securities issued in exchange for Senior Indebtedness to substantially the same extent as,
or to a greater extent than, the Notes are subordinated to Senior Indebtedness under this
Indenture.




     “Permitted Liens” means:




     (1) Liens securing Indebtedness and other Obligations under Credit Facilities incurred
pursuant to Section 4.09 hereof and/or securing Hedging Obligations related thereto;




     (2) Liens in favor of the Company or any of its Restricted Subsidiaries;



-22-









 





     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary of the Company; provided
that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or consolidated
with the Company or the Restricted Subsidiary;



     (4) Liens on property (including Capital Stock) existing at the time of acquisition of
the property by the Company or any Subsidiary of the Company; provided that such Liens were
in existence prior to, such acquisition, and not incurred in contemplation of, such
acquisition and do not extend to any property other than the property so acquired by the
Company or such Restricted Subsidiary;



     (5) Liens or deposits to secure the performance of statutory or regulatory obligations,
or surety, appeal, indemnity or performance bonds, warranty and contractual requirements or
other obligations of a like nature incurred in the ordinary course of business;



     (6) Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents and other assets relating to such letters of credit and
products and proceeds thereof;



     (7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted to be
incurred pursuant to Section 4.09(b)(4) hereof covering only the assets acquired with or
financed by such Indebtedness;



     (8) Liens securing Indebtedness permitted to be incurred pursuant to Section
4.09(b)(15) and (17) hereof;



     (9) Liens existing on the date of this Indenture;



     (10) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;



     (11) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);



     (12) Liens securing Indebtedness or other obligations incurred in the ordinary course
of business of the Company or any Subsidiary of the Company with respect to obligations that
do not exceed 5% of Total Assets at any one time outstanding;



     (13) Liens on accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” incurred in connection with a Qualified Receivables
Financing;



     (14) licenses of intellectual property in the ordinary course of business;



-23-









 






     (15) Liens to secure a defeasance trust;




     (16) Liens on equipment of the Company or any Restricted Subsidiary granted in the
ordinary course of business to clients upon whose property or premises such equipment is
located;




     (17) Liens imposed by law (including, without limitation, Liens in favor of customers
for equipment under order or in respect of advances paid in connection therewith), such as
carriers’, warehousemen’s, landlord’s, lessor’s, suppliers, banks, repairmen’s and
mechanics’ Liens, and Liens of landlords securing obligations to pay lease payments that are
not yet due and payable or in default, in each case, incurred in the ordinary course of
business;




     (18) Liens securing the aggregate amount of Indebtedness (including Acquired Debt)
incurred in connection with (or at any time following the consummation of) an Asset
Acquisition made in accordance with this Indenture equal to, at the time of incurrence, the
net increase in inventory, accounts receivable and net property, reserves, plant and
equipment attributable to such Asset Acquisition from the amounts reflected on the Company’s
historical consolidated balance sheet as of the end of the full fiscal quarter ending on or
prior to the date of such Asset Acquisition, calculated after giving effect on a pro forma
basis to such Asset Acquisition (which amount may, but need not, be incurred in whole or in
part under the Credit Agreement) less the amount of Indebtedness incurred in connection with
such Asset Acquisition secured by Liens pursuant to clause (4) or (7) above;




     (19) Liens incurred or deposits made in the ordinary course of business to secure
payment of workers’ compensation or to participate in any fund in connection with workmen’s
compensation, unemployment insurance, old-age pensions or other social security programs;




     (20) easements, rights of way, zoning and similar restrictions, reservations (including
severances, leases or reservations of oil, gas, coal, minerals or water rights),
restrictions or encumbrances in respect of real property or title defects that were not
incurred in connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties (as such properties are used by the Company or
its Subsidiaries) or materially impair their use in the operation of the business of the
Company and its Subsidiaries;




     (21) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Indenture; provided, however, that:




     (a) the new Lien shall be limited to all or part of the same property and
assets that secured or, under the written agreements pursuant to which the original
Lien arose, could secure the original Lien (plus improvements and accessions to such
property or proceeds or distributions thereof); and




     (b) the Indebtedness secured by the new Lien is not increased to any amount
greater than the sum of (x) the outstanding principal amount, or, if



-24-









 






greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an
amount necessary to pay any fees and expenses, including premiums, related to such
renewal, refunding, refinancing, replacement, defeasance or discharge;




     (22) Liens arising from precautionary Uniform Commercial Code financing statement
filings regarding operating leases entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business;




     (23) judgment Liens not giving rise to an Event of Default so long as any appropriate
legal proceedings that may have been duly initiated for the review of such judgment shall
not have been finally terminated or the period within which such legal proceedings may be
initiated shall not have expired;




     (24) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or
other obligations of such Unrestricted Subsidiary;




     (25) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company and its Restricted Subsidiaries; and




     (26) Liens securing insurance premium financing arrangements, provided that such Lien
is limited to the applicable insurance contracts.




     “Permitted Payments to Parent” means, without duplication as to amounts:




     (1) payments to any Parent in amounts equal to the amounts required for any direct
payment of the Company to pay fees and expenses (including franchise or similar taxes)
required to maintain its corporate existence, customary salary, bonus and other benefits
payable to officers and employees of any direct parent of the Company and general corporate
overhead expenses of any direct parent of the Company to the extent such fees and expenses
are attributable to the ownership or operation of the Company and its Subsidiaries;




     (2) for so long as the Company is a member of a group filing a consolidated or combined
tax return with any Parent, payments to any Parent in respect of an allocable portion of the
tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax
Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant
tax (including any penalties and interest) that the Company would owe if the Company were
filing a separate tax return (or a separate consolidated or combined return with its
Subsidiaries that are members of the consolidated or combined group), taking into account
any carryovers and carrybacks of tax attributes (such as net operating losses) of the
Company and such Subsidiaries from other taxable years and (ii) the net amount of the
relevant tax that such Parent actually owes to the appropriate taxing authority. Any Tax
Payments received from the Company shall be paid over to the appropriate taxing authority
within 30 days of any Parent’s receipt of such Tax Payments or refunded to the Company; and



-25-









 






     (3) dividends or distributions paid to any Parent, if applicable, in amounts equal to
amounts required for any Parent, if applicable, to pay interest and/or principal on
Indebtedness the proceeds of which have been contributed to the Company or any of its
Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered
Indebtedness of, the Company incurred in accordance with Section 4.09 hereof.



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




     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced, defeased
or discharged (plus any premium required to be paid on the Indebtedness being so renewed,
refunded, replaced, defeased or discharged, plus the amount of all fees and expenses
incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date equal to or later
than the final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of, the Indebtedness being
extended, renewed, refunded, refinanced, replaced, defeased or discharged; provided that
this clause (2) shall not apply to Senior Indebtedness;




     (3) if the Indebtedness being extended, renewed, refunded, refinanced, replaced,
defeased or discharged is subordinated in right of payment to the Notes or the Note
Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on terms at
least as favorable to the Holders of Notes as those contained in the documentation governing
the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or
discharged;




     (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is pari passu in right of payment with the Notes or any Note Guarantees, such
Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated
in right of payment to, the Notes or such Note Guarantees; and




     (5) such Permitted Refinancing Indebtedness shall not include Indebtedness of the
Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted
Subsidiary.



              “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



              “Placement Agents” means Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., and
Natexis Bleichroeder Inc.




-26-










 










          “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.




          “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of
credit, which may be irrevocable, from the Company or any Subsidiary of the Company to a
Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended
to finance that portion of the purchase price that is not paid by cash or a contribution of equity.




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




          “Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary
that meets the following conditions:





     (1) the Board of Directors of the Company will have determined in good faith that such
Qualified Receivables Financing (including financing terms, covenants, termination events
and other provisions) is in the aggregate economically fair and reasonable to the Company
and the Receivables Subsidiary,




     (2) all sales of accounts receivable and related assets to the Receivables Subsidiary
are made at Fair Market Value (as determined in good faith by the Company), and




     (3) the financing terms, covenants, termination events and other provisions thereof
will be market terms (as determined in good faith by the Company) and may include Standard
Securitization Undertakings.



          The grant of a security interest in any accounts receivable of the Company or any of its
Restricted Subsidiaries (other than a Receivables Subsidiary) to secure a Credit Facility will not
be deemed a Qualified Receivables Financing. For purposes of this Indenture, a receivables
facility whether now in existence or arising in the future (and any replacement thereof with
substantially similar terms in the aggregate) will be deemed to be a Qualified Receivables
Financing that is not recourse to the Company (except for Standard Securitization Undertakings).




          “Rating Agency” means each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a
rating on the Notes publicly available, a nationally recognized statistical rating organization or
organizations, within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by
the Company as a replacement agency or agencies for S&P or Moody’s, or both, as the case may be.




          “Receivables Financing” means any transaction or series of transactions that may be entered
into by the Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of
a transfer by the Company or any of its Subsidiaries), and (b) any other Person (in the case of a
transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable
(whether now existing or arising in the future) of the Company or any of its

-27-









 








Subsidiaries, and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all guarantees or other obligations in respect
of such accounts receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable and any Hedging
Obligations entered into by the Company or any such Subsidiary in connection with such accounts
receivable.




          “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a
representation, warranty or covenant or otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a
result of any action taken by, any failure to take action by or any other event relating to the
seller.




          “Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or another
Person formed for the purposes of engaging in a Qualified Receivables Financing with the Company in
which the Company or any Subsidiary of the Company makes an Investment and to which the Company or
any Subsidiary of the Company transfers accounts receivable and related assets) which engages in no
activities other than in connection with the financing of accounts receivable of the Company and
its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to such business, and
which is designated by the Board of Directors of the Company (as provided below) as a Receivables
Subsidiary and:





     (1) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding
guarantees of Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the
Company or any other Subsidiary of the Company in any way other than pursuant to Standard
Securitization Undertakings, or (iii) subjects any property or asset of the Company or any
other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings,




     (2) with which neither the Company nor any other Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms which the
Company reasonably believes to be no less favorable to the Company or such Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of the
Company, and




     (3) to which neither the Company nor any other Subsidiary of the Company has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results.



          Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the Board

-28-









 








of Directors of the Company giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing conditions




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




          “Registration Rights Agreement” means the registration rights agreement to be dated the date
of this Indenture, among the Company, the Guarantors and the Placement Agents.




          “Related Party” means:





     (1) any controlling stockholder, partner, member, 50% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Equity Investor;




     (2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding a 50% or more controlling
interest of which consist of any one or more Equity Investors and/or such other Persons
referred to in the immediately preceding clause; or




     (3) any Person with whom an Equity Investor or a Related Party (under clauses (1) or
(2) of the definition of Related Party) may be deemed as part of a “group” within the
meaning of Section 13(d)(3) of the Exchange Act.



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




          “Regulation S Global Note” means a Legended Regulation S Global Note or an Unlegended
Regulation S Global Note, as appropriate.




          “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject, in each case having direct responsibility for the administration of this
Indenture.




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




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




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




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




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




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




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




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




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




          “S&P” means Standard & Poor’s Ratings Services and its successors and assigns.




          “SEC” means the Securities and Exchange Commission.




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




          “Senior Indebtedness” means the following obligations of the Company or any Guarantor, whether
outstanding on the Issue Date or thereafter incurred: (1) all Indebtedness and all other monetary
obligations (including, without limitation, expenses, fees, principal, interest, reimbursement
obligations under letters of credit and indemnities payable in connection therewith) under (or in
respect of) the Credit Agreement or Hedging Obligation relating to the Indebtedness under the
Credit Agreement and (2) all other Indebtedness and all other monetary obligations of the Company
or any Guarantor (other than the Notes and any Note Guarantee), including principal and interest on
such Indebtedness, unless such Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such Indebtedness is issued, is pari passu with, or subordinated in
right of payment to, the Notes or any Note Guarantee; provided that the term “Senior Indebtedness”
shall not include (a) any Indebtedness of the Company or any Guarantor that, when incurred, was
without recourse to the Company or such Guarantor, (b) any Indebtedness of the Company or any
Guarantor to a Subsidiary of the Company, or to a joint venture in which the Company or any
Restricted Subsidiary has an interest, (c) any Indebtedness of the Company or any Guarantor, to the
extent not permitted by Section 4.09 or Section 4.06 hereof; provided that Indebtedness under the
Credit Agreement shall be deemed Senior Indebtedness if the Company or any Guarantor, as the case
may be, believed in good faith at the time of incurrence that it was permitted to incur such
Indebtedness under this Indenture and delivers an Officers’ Certificate to the lenders under the
Credit Agreement to such effect, (d) any repurchase, redemption or other obligation in respect of
Disqualified Stock, (e) any Indebtedness to any employee of the Company or any of its Subsidiaries,
(f) any liability for taxes owed or owing by the Company or any Guarantor, or (g) any Trade
Payables.




          “Senior Subordinated Obligations” means any principal of, premium, if any, or interest on the
Notes payable pursuant to the terms of the Notes or any Note Guarantee or upon acceleration,
including any amounts received upon the exercise of rights of rescission or other rights of action
(including claims for damages) or otherwise, to the extent relating to the purchase price of the
Notes or amounts corresponding to such principal, premium, if any, or interest on the Notes.




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          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.




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




          “Standard Securitization Undertakings” means representations, warranties, covenants,
indemnities and guarantees of performance entered into by the Company or any Subsidiary of the
Company which the Company has determined in good faith to be customary in a Receivables Financing
including, without limitation, those relating to the servicing of the assets of a Receivables
Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a
Standard Securitization Undertaking.




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




          “Subsidiary” means, with respect to any specified Person:





     (1) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and




     (2) any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).



          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).




          “Total Assets” means the total consolidated assets of the Company and its Restricted
Subsidiaries, as shown on the most recent balance sheet of the Company.




          “Trade Payables” means, with respect to any Person, any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such
Person or any of its Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.




          “Transactions” means, collectively, (1) the acquisition by First Reserve Fund X L.P. of all of
the equity interests in Chart Industries, Inc. and each of Chart Industries, Inc.’s

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direct and indirect subsidiaries pursuant to the Merger Agreement, (2) the completion of and
borrowings under the Credit Agreement as described in the Offering Memorandum and (3) the offering
of the Notes and, with respect to each of (1), (2) and (3), the transactions contemplated thereby.




          “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two Business Days prior to the redemption date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to October 15, 2010; provided, however, that if the period from the
redemption date to October 15, 2010, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.




          “Trustee” means The Bank of New York, a New York banking corporation, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.




          “Unlegended Regulation S Global Note” means a permanent Global Note in the form of Exhibit A
bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the
Depositary or its nominee and issued upon expiration of the Restricted Period.




          “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.




          “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.




          “Unrestricted Subsidiary” means:





     (1) any Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided
below; and




     (2) any Subsidiary of an Unrestricted Subsidiary.



          The Board of Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or
owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that
is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary
to be so designated and its Subsidiaries do not at the time of designation have and do not
thereafter incur any Non-recourse Debt (other than guarantees of performance of the Unrestricted
Subsidiary in the ordinary course of business, excluding guarantees of Indebtedness for borrowed
money); provided further, however, that either:




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     (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less;
or




     (b) if such Subsidiary has consolidated assets greater than $1,000, then such
designation would be permitted under Section 4.07 hereof.



          The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:





     (x) (1) the Company could incur $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test described in Section 4.09 hereof or (2) the Fixed Charge Coverage
Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for
the Company and its Restricted Subsidiaries immediately prior to such designation, in each
case on a pro forma basis taking into account such designation, and




     (y) no Event of Default shall have occurred and be continuing.



          Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of
the Company giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.




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




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




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:





     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.



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




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Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined	 
	Term	 	in Section	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	4.10	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.01	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“non-payment default”
	 	 	10.03	 
	“Offer Period”
	 	 	4.10	 
	“Paying Agent”
	 	 	2.03	 
	“Payment Blockage Notice”
	 	 	10.03	 
	“Payment Default”
	 	 	6.01	 
	“Permitted Debt”
	 	 	4.09	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 






Section 1.03 Incorporation by Reference of Trust Indenture Act.




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




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




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




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




          “indenture to be qualified” means this Indenture;




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




          “obligor” on the indenture securities means the Company and the Guarantors, respectively, and
any successor obligor upon the indenture securities, respectively.




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




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Section 1.04 Rules of Construction.





     Unless the context otherwise requires:




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




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




     (iii) “or” is not exclusive;




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




     (v) “will” shall be interpreted to express a command;




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




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



ARTICLE 2




THE NOTES




Section 2.01 Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.




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




          (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A
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
will be substantially in the form of Exhibit A 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 will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and

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redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.




          (c) Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be
issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The
Depository Trust Company (“DTC”) in New York, New York, 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. Following the termination of the Restricted Period, beneficial interests in
the Legended Regulation S Global Note shall be exchanged for beneficial interests in Unlegended
Regulation S Global Notes pursuant to Section 2.06 and the Applicable Procedures. Simultaneously
with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel the
Legended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Notes
may from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.




          (d) 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 Banking” and “Customer Handbook” of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.




Section 2.02 Execution and Authentication.




          At least one Officer must sign the Notes for the Company by manual or facsimile signature.




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




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




          The Trustee will, upon receipt of a written order of the Company signed by two Officers of the
Company (an “Authentication Order”), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes and any Exchange Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except
as provided in Section 2.07 hereof.




          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication

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by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.




Section 2.03 Registrar and Paying Agent.




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




          The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or
Paying Agent and to the Trustee; provided, however, that no such removal shall become effective
until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may
be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i)
above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and
the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if
the Trustee also resigns as Trustee in accordance with Section 7.08.




          The Company initially appoints DTC to act as Depositary with respect to the Global Notes.




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




Section 2.04 Paying Agent to Hold Money in Trust.




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

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Section 2.05 Holder Lists.




          The Trustee will preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company will furnish or cause the Registrar to
furnish to the Trustee at least seven Business Days before each interest payment date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company
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 except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Company for Definitive Notes if:





     (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and in each case a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the Depositary;




     (2) Subject to the procedures of the Depository, the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee; provided that
in no event shall the Legended Regulation S Global Note be exchanged by the Company for
Definitive Notes prior to the expiration of the Restricted Period and the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act; or




     (3) there shall have occurred and be continuing an Event of Default with respect to the
Notes.



          Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. 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), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures.

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Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or (2)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:





     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Legended Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than a Placement Agent). 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. 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)(1).




     (2) 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)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:




(A) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




     (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




(B) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




     (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (i) above;



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provided that in no event shall Definitive Notes be issued upon the transfer
or exchange of beneficial interests in the Legended Regulation S Global Note
prior to the expiration of the Restricted Period and the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the
Securities Act.


Upon consummation of a Registered Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) 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(h) hereof.




     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




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




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




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




     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the



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distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined
in Rule 144) of the Company;




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




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (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 is in compliance 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 subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or
(D) above.





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




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



          (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. 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

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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 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, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a)
thereof;




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




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




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


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate upon receipt of an Authentication Order in accordance with Section 2.02 hereof and
deliver to the Person designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein.

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          (2) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Legended
Regulation S 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 (A) the expiration of the
Restricted Period and (B) 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.




          (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. 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 the Registered Exchange Offer in
accordance with the 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,
certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




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




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for 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




     (ii) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of 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 subparagraph (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 is in compliance 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.



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          (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If
any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions
set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company will execute and the Trustee will authenticate upon receipt of an Authentication Order in
accordance with Section 2.02 hereof and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.




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




          (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in
a Restricted Global Note or to transfer such 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 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 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;




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



-44-









 






     (F) 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




     (G) 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 will cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the
Regulation S Global Note, and in all other cases, the IAI Global Note.




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





     (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
144) of the Company;




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




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (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 is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the




-45-










 








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 subparagraphs in this Section 2.06(d)(2),
the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




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




          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note
has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will 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 will register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).





     (1) 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, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




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




     (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver



-46-









 







a certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (2) 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 if:




     (A) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (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 is in compliance 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.




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



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          (f) Registered Exchange Offer. Upon the occurrence of the Registered Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:





     (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted for
exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters
of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Company; and




     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Registered
Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A)
they are not Broker-Dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.



          Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will
execute and the Trustee will authenticate upon receipt of an Authentication Order in accordance
with Section 2.02 hereof and deliver to the Persons designated by the Holders of Definitive Notes
so accepted Unrestricted Definitive Notes in the appropriate principal amount.




          (g) Legends. The following legends will 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.




     (1) Private Placement Legend.





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




“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
WILL NOT, PRIOR TO THE



-48-









 







EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHED TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM OF WHICH CAN BE OBTAINED
FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS
NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL



-49-









 







BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(F) ABOVE OR UPON
ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraph (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or
(f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.




     (2) Global Note Legend. Each Global Note will 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) 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 CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER



-50-









 







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.”




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




“THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).”



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




          (i) General Provisions Relating to Transfers and Exchanges.




          (1) To permit registrations of transfers and exchanges, the Company will execute and the
Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order
in accordance with Section 2.02 hereof or at the Registrar’s request.




          (2) No service charge will 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, 4.10, 4.15 and 9.05 hereof).




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




          (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes will be the valid obligations of the

-51-









 








Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.




          (5) Neither the Registrar nor the Company will 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 day of
selection;




     (B) to register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in part; or




     (C) to register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.



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




          (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.




          (8) 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.




Section 2.07 Replacement Notes.




          If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue
and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if
the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may charge for their expenses in replacing a
Note.




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




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Section 2.08 Outstanding Notes.




          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof.




          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee and the Registrar receive proof satisfactory to it that the replaced Note is held by a
protected purchaser.




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




          If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay all principal, premium and
accrued interest with respect to the outstanding Notes payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of Section 10 hereof, then on
and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue
interest.




Section 2.09 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, request, waiver or consent in the exercise of any discretion, power or authority
(whether contained in this Indenture or vested by operation of law) which the Trustee is required,
expressly or impliedly, to exercise in or by reference to the interests of the Holders or any of
them, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any
Guarantor, will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so
disregarded.




Section 2.10 Temporary Notes.




          Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.




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




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Section 2.11 Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will dispose of such
canceled Notes in its customary manner (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes will be delivered to the Company.
The Company may not issue new Notes to replace Notes that it has redeemed, purchased or paid or
that have been delivered to the Trustee for cancellation.




Section 2.12 Defaulted Interest.




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




Section 2.13 CUSIP Numbers and ISIN Numbers.




          The Company in issuing the Notes may use “CUSIP” numbers and “ISINs” (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers and “ISINs” in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as
to the correctness of such numbers, either as printed on the Notes or as contained in any notice of
a redemption and that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers or “ISINs.”




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 must furnish to the Trustee, at least 37 days but not more than 60 days
before a redemption date (unless a shorter time is acceptable to the Trustee), an Officers’
Certificate setting forth:




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     (1) the clause of this Indenture pursuant to which the redemption shall occur;




     (2) the redemption date;




     (3) the principal amount of Notes to be redeemed;




     (4) the redemption price;




     (5) applicable CUSIP numbers; and




     (6) a statement that the conditions precedent to such redemption have been satisfied.



Section 3.02 Selection of Notes to Be Redeemed.




          If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes
for redemption or purchase as follows:





     (1) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed; or




     (2) if the Notes are not listed on any national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate.



          In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 30 days nor more than
60 days prior to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.




          The Trustee will promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole
multiples of $1,000; provided that no Notes of $1,000 or less shall be redeemed in part. 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 before a
redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of
redemption to the Trustee and each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 hereof.




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





     (1) the redemption date;



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     (2) the redemption price;




     (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note or with respect to a Global Note a notation shall be made
on Schedule A thereto to reduce the principal amount of the Global Note to an amount equal
to the unredeemed portion of the Global Note surrendered;




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




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




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




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




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



          At the Company’s request, the Trustee will give the notice of redemption in the Company’s name
and at their expense; provided, however, that the Company has delivered to the Trustee, at least 45
days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in 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 become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional, except as set forth in Section 3.07(a) hereof.




Section 3.05 Deposit of Redemption Price.




          Prior to 10:00 a.m., New York City time, on the redemption date, the Company will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued
interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or
the Paying Agent will promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest and Additional Interest, if any, on, all Notes to be redeemed.




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          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest will cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Person in
whose name such Note was registered at the close of business on such record date. If any Note
called for redemption is not 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 will issue and, upon receipt of
an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company
a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.




Section 3.07 Optional Redemption.




          (a) At any time prior to October 15, 2008, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any
Additional Notes issued after Issue Date) at a redemption price of 109.125% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including,
the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:





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




     (2) the redemption occurs within 180 days of the date of the closing of such Equity
Offering.



          Notice of any redemption upon any Equity Offering may be given prior to the redemption
thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the related Equity
Offering.




          (b) Except pursuant to Section 3.07(a) or as otherwise set forth below, the Notes will not be
redeemable at the Company’s option prior to October 15, 2010; provided, however, the Company may
acquire the Notes by means other than a redemption, whether pursuant to a tender offer, open market
purchase or otherwise, so long as such acquisition does not violate the terms of this Indenture.




          (c) On or after October 15, 2010, the Company may redeem all or a part of the Notes upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest

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and Additional Interest, if any,
on the Notes to be redeemed to, but not including, the applicable redemption date, if redeemed
during the twelve-month period beginning on October 15 of the years indicated below, subject to the
rights of Holders on the relevant record date to receive interest on the relevant interest payment
date:




	 	 	 	 	 
	Year	 	Percentage
	2010
	 	 	104.563	%
	2011
	 	 	103.042	%
	2012
	 	 	101.521	%
	2013 and thereafter
	 	 	100.000	%






          (d) At any time prior to October 15, 2010, the Company may also redeem all or a part of the
Notes at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus the
Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and
Additional Interest, if any, to, but not including, the redemption date, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant interest payment date.




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




          Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.




Section 3.08 Mandatory Redemption.




          The Company is not required to make mandatory redemption or sinking fund payments with respect
to the Notes.




Section 3.09 Intentionally Omitted.




ARTICLE 4




COVENANTS




Section 4.01 Payment of Notes.




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




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          The Company will pay interest on overdue principal at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the
Notes to the extent lawful.




Section 4.02 Maintenance of Office or Agency.




          The Company will maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.




          The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.




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




Section 4.03 Reports.




          (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will, within 15 days after the date it would have been required to file
with the SEC, provide to the Trustee, if not filed electronically with the SEC, all quarterly and
annual financial information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” that describes the
financial condition and results of operations of the Company and its consolidated Subsidiaries
(showing in reasonable detail, either on the face of the financial statements or in the footnotes
thereto and in Management’s Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company and its consolidated
Subsidiaries), and, with respect to the annual information only, a report thereon by the Company’s
certified independent accountants.




          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates). The Trustee is under no duty to

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examine such reports,
information or documents to ensure compliance with the provisions of this Indenture or to ascertain
the correctness or otherwise of the information or the statements contained therein. The Trustee is
entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is
informed otherwise.




          All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports.




          Following the consummation of the Registered Exchange Offer contemplated by the Registration
Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company will
file a copy of all such information and reports with the SEC for public availability within the
time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a
filing).




          (b) For so long as any Notes remain outstanding, if at any time they are not required to file
with the SEC the reports required by paragraph (a) of this Section 4.03, the Company and the
Guarantors will furnish to the Holders and to prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.




          (c) Notwithstanding Sections 4.03(a) and (b) above, prior to the commencement of the
Registered Exchange Offer or the effectiveness of a Shelf Registration Statement, such requirements
will be deemed satisfied with respect to the relevant period to which the quarterly or annual
financial information relates by the filing with the SEC of the Exchange Offer Registration
Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial
information that satisfies Regulation S-X of the Securities Act.




Section 4.04 Compliance Certificate.




          (a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company an Officers’ Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such period. If
they do, the certificate shall describe the Default, its status and what action the Company is
taking or proposes to take with respect thereto. The Company also shall comply with Section
314(a)(4) of the TIA.




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





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Section 4.05 Intentionally Omitted.




Section 4.06 Limitation on Incurrence of Senior Subordinated Indebtedness.




          The Company will not, and will not permit any Guarantor to, incur any Indebtedness that is
subordinated in right of payment to any Senior Indebtedness unless such Indebtedness is pari passu
with, or subordinated in right of payment to, the Notes or any Note Guarantee, as applicable;
provided that the foregoing limitation shall not apply to distinctions between categories of Senior
Indebtedness that exist by reason of any Liens or guarantees arising or created in respect of some
but not all such Senior Indebtedness.




Section 4.07 Restricted Payments.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly:





     (1) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in
their capacity as such (other than dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of the Company and other than dividends or distributions
payable to the Company or a Restricted Subsidiary of the Company);




     (2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of
the Company or any Parent;




     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, any Indebtedness of the Company or any Guarantor that is
contractually subordinated to the Notes or to any Note Guarantee (excluding (x) any
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries or (y) the purchase, repurchase, or other acquisition of Indebtedness that is
contractually subordinated to the Notes or to any Note Guarantee, as the case may be,
purchased in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of purchase, repurchase or
acquisition), except a payment of interest or principal at the Stated Maturity thereof; or




     (4) make any Restricted Investment


(all such payments and other actions set forth in these clauses (1) through (4) above being
collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect
to such Restricted Payment:





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




     (B) the Company would, after giving pro forma effect to such Restricted Payment as if
such Restricted Payment had been made at the beginning of the applicable



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four-quarter
period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and




     (C) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the date of this
Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5) (only to
the extent of one-half of the amounts paid pursuant to such clause), (6), (8), (9), (10),
(11), (12), (14), (15), (16) and (17) of Section 4.07(b) hereof), is less than the sum,
without duplication, of:




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




     (ii) 100% of the aggregate net proceeds, including cash and the Fair Market
Value of property other than cash, received by the Company since the date of this
Indenture (x) as a contribution to its common equity capital or (y) from the issue
or sale of Equity Interests of the Company or any Parent (other than Disqualified
Stock, Designated Preferred Stock, Excluded Contributions or Cash Contributions) or
from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company); plus




     (iii) to the extent that any Restricted Investment that was made after the date
of this Indenture is sold for cash or otherwise liquidated or repaid for cash, 100%
of the aggregate amount received in cash and the Fair Market Value of property other
than cash received; plus




     (iv) to the extent that any Unrestricted Subsidiary of the Company designated
as such after the date of this Indenture is redesignated as a Restricted Subsidiary
after the date of this Indenture or has been merged into, consolidated or
amalgamated with or into, or transfers or conveys its assets to, the Company or
a Restricted Subsidiary of the Company, 100% of the Fair Market Value of the
Company’s Investment in such Subsidiary as of the date of such redesignation,
combination or transfer (or of the assets transferred or conveyed, as applicable)
after deducting any Indebtedness associated with the Unrestricted Subsidiary so
designated or combined or any Indebtedness associated with the assets so transferred
or conveyed); plus




     (v) 100% of any dividends or distributions received by the Company or a
Restricted Subsidiary of the Company after the date of this Indenture from an



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Unrestricted Subsidiary of the Company, to the extent that such dividends or
distributions were not otherwise included in the Consolidated Net Income of the
Company for such period.




     (b) The provisions of Section 4.07(a) hereof will not prohibit:




     (1) the payment of any dividend or distribution or the consummation of any redemption
within 60 days after the date of declaration of the dividend or distribution or giving of
the redemption notice, as the case may be, if, at the date of declaration or notice, the
dividend, distribution or redemption payment would have complied with the provisions of this
Indenture;




     (2) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds received by the Company of the substantially concurrent sale (other than to a
Subsidiary of the Company) of, Equity Interests of the Company or any Parent (other than
Disqualified Stock) or from the substantially concurrent contribution of such proceeds to
the capital of the Company in any form other than Disqualified Stock or Indebtedness;
provided that the amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from clause (C)(ii) of Section 4.07(a) hereof;




     (3) the repurchase, redemption, defeasance or other acquisition or retirement for value
of Indebtedness of the Company or any Restricted Subsidiary of the Company that is
contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds
from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;




     (4) the payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis;




     (5) the repurchase, redemption or other acquisition or retirement (or dividends or
distributions to any Parent to finance any such repurchase, redemption or other acquisition
or retirement) for value of any Equity Interests of the Company, any Parent or any
Restricted Subsidiary of the Company held by any current or former officer, director,
consultant or employee of the Company, any Parent or any Restricted Subsidiary of the
Company pursuant to any equity subscription agreement, stock option agreement, shareholders’
or members’ agreement or similar agreement, plan or arrangement;
provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests may not exceed $4.0 million in any calendar year (with unused
amounts in any calendar year being permitted to be carried over into succeeding calendar
years); provided further that the amount in any calendar year may be increased by an amount
not to exceed:




     (a) the cash proceeds received by the Company or any of its Restricted
Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of
the Company or any Parent (to the extent contributed to the capital of the



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Company
or any Restricted Subsidiary in any form other than Disqualified Stock or
Indebtedness) to members of management, directors or consultants of the Company and
its Restricted Subsidiaries or any Parent that occurs after the date of this
Indenture (provided that the amount of such cash proceeds utilized for any such
repurchase, retirement, other acquisition, or dividend or distribution will not
increase the amount available for Restricted Payments under clause (C) of Section
4.07(a) and to the extent such cash proceeds have not otherwise been applied to the
payment of Restricted Payments); plus




     (b) the cash proceeds of key man life insurance policies received by the
Company or any Parent (to the extent such cash proceeds are contributed to the
capital of the Company in any form other than Disqualified Stock or Indebtedness)
and its Restricted Subsidiaries after the date of this Indenture, less any amounts
previously applied to the payment of Restricted Payments pursuant to this clause
(5);




(provided that the Company may elect to apply all or any portion of the aggregate increase
contemplated by clauses (a) and (b) above in any single calendar year; provided further,
however, notwithstanding the foregoing, to the extent such repurchase, redemption or other
acquisition or retirement is effected through the issuance of Indebtedness to such officer,
director, consultant or employee the payment under this provision will be deemed to have
been made on the date of repayment of such Indebtedness);




     (6) the repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise price of
those stock options;




     (7) the declaration and payment of regularly scheduled or accrued dividends or
distributions to holders of any class or series of Disqualified Stock of the Company or any
Restricted Subsidiary of the Company issued on or after the date of this Indenture in
accordance with the Fixed Charge Coverage Ratio test described in Section 4.09 hereof;




     (8) Permitted Payments to Parent;




     (9) purchases of receivables pursuant to a Receivables Repurchase Obligation in
connection with a Qualified Receivables Financing;




     (10) the declaration and payment of dividends or distributions to holders of any class
or series of Designated Preferred Stock (other than Disqualified Stock) issued after the
date of this Indenture and the declaration and payment of dividends to any Parent, the
proceeds of which will be used to fund the payment of dividends or



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distributions to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any
Parent issued after the date of this Indenture; provided, however, that (A) for the most
recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of issuance of such Designated Preferred Stock,
after giving effect to such issuance (and the payment of dividends or distributions) on a
pro forma basis, the Company could incur an additional $1.00 of Indebtedness pursuant to the
Fixed Charge Coverage Ratio, and (B) the aggregate amount of dividends declared and paid
pursuant to this clause (10) does not exceed the net cash proceeds actually received by the
Company (including any such proceeds contributed to the capital of the Company in any form
other than Disqualified Stock or Indebtedness by any Parent) from any such sale of
Designated Preferred Stock (other than Disqualified Stock) issued after the date of this
Indenture;




     (11) any payments made in connection with the consummation of the Transactions (as such
term is described in the Offering Memorandum);




     (12) Restricted Payments that are made with Excluded Contributions;




     (13) other Restricted Payments in an aggregate amount not to exceed $15.0 million since
the date of this Indenture;




     (14) the satisfaction of change of control obligations once the Company has fulfilled
its obligations under this Indenture with respect to a Change of Control;




     (15) the repayment of intercompany debt that was permitted to be incurred under this
Indenture;




     (16) cash dividends or other distributions on the Company’s Capital Stock used to, or
the making of loans to any Parent to, fund the payment of fees and expenses owed by the
Company or its Restricted Subsidiaries to Affiliates, to the extent permitted by Section
4.11 hereof;




     (17) the payment of dividends or distributions on the Company’s common equity (or the
payment of dividends or distributions to any Parent to fund the payment by such Parent of
dividends or distributions on its common equity) of up to 5.0% per calendar year of the net
cash proceeds received by the Company from any public Equity Offering or contributed to the
capital of the Company in any form other than Disqualified Stock or Indebtedness by any
Parent from any public Equity Offering; provided that the amount of any such net cash
proceeds that are utilized for any such Restricted Payment will be excluded from clause
(C)(ii) of Section 4.07(a) hereof;




     (18) any payments in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries that does not violate the provisions of Section 5.01
hereof;




     (19) payments of principal of, and interest on, any Management Notes; and




     (20) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted
Subsidiaries;



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provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clause (10) or (17) of this Section 4.07(b), no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof.




          (c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.




Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.




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





     (1) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries;




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




     (3) sell, lease or transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.



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





     (1) agreements governing Indebtedness outstanding on the Issue Date, the Credit
Agreement and Credit Facilities as in effect on the date of this Indenture and any
amendments, restatements, modifications, renewals, supplements, refundings, replacements or
refinancings of those agreements; provided that such amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings are not, in
the good faith judgment of the Company’s Board of Directors, materially more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions than those
contained in those agreements on the date of this Indenture;




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




     (3) applicable law, rule, regulation, order, approval, license, permit or similar
restriction;




     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred or issued in
connection with or in contemplation of such acquisition), which encumbrance



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or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;




     (5) non-assignment provisions or subletting restrictions in contracts, leases and
licenses entered into in the ordinary course of business;




     (6) purchase money obligations for property (including Capital Stock) acquired in the
ordinary course of business and Capital Lease Obligations that impose restrictions on the
property purchased or leased of the nature described in clause (3) of Section 4.08(a)
hereof;




     (7) any agreement for the sale or other disposition of the Capital Stock or assets of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending
closing of the sale or other disposition;




     (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not, in the good faith
judgment of the Company’s Board of Directors, materially more restrictive, taken as a whole,
than those contained in the agreements governing the Indebtedness being refinanced;




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




     (10) provisions limiting the disposition or distribution of assets or property or
transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements, limited liability company organizational documents, and
other similar agreements entered into (A) in the ordinary course of business, consistent
with past practice or (B) with the approval of the Company’s Board of Directors, which
limitation is applicable only to the assets, property or Capital Stock that are the subject
of such agreements;




     (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection
with a Qualified Receivables Financing; provided, however, that such restrictions apply only
to such Receivables Subsidiary;




     (12) restrictions on cash, Cash Equivalents, Marketable Securities or other deposits or
net worth imposed by customers or lessors under contracts or leases entered into in the
ordinary course of business;




     (13) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors that is
incurred subsequent to the date of this Indenture pursuant to Section 4.09 hereof or (ii)
that is incurred subsequent to the date of this Indenture pursuant to clauses (4), (15) and
(17) of Section 4.09(b) hereof;



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     (14) encumbrances on property that exist at the time the property was acquired by the
Company or a Restricted Subsidiary;




     (15) contractual encumbrances or restrictions in effect on the Issue Date, and any
amendments, restatements, modifications, renewals, supplements, refundings, replacements or
refinancings of those agreements; provided that the amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings are not, in the good faith
judgment of the Company’s Board of Directors, materially more restrictive, taken as a whole,
with respect to such dividend and other payment restrictions than those contained in those
agreements on the date of this Indenture; or




     (16) any encumbrances or restrictions imposed by any amendments or refinancings of the
contracts, instruments or obligations referred to above in clauses (1) through (15);
provided that such amendments or refinancings are not, in the good faith judgment of the
Company’s Board of Directors, materially more restrictive, taken as a whole, than such
encumbrances and restrictions prior to such amendment or refinancing.



Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Equity.




          (a) the Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock and the Company
will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred
equity; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Company or any Restricted Subsidiary of the Company may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred equity, if the
Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or such preferred equity is issued,
as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the Disqualified Stock or the preferred equity had been issued, as the case may be, at
the beginning of such four-quarter period.




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





     (1) the incurrence by the Company, the Guarantors or any of the Company’s Restricted
Subsidiaries of additional Indebtedness and letters of credit and bankers’ acceptances
thereunder under Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (1) (with letters of credit being deemed to have a principal
amount equal to the maximum potential liability of the Company and any Guarantors and any
Restricted Subsidiaries thereunder) not to exceed $340.0 million;



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     (2) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness to
the extent outstanding on the date of this Indenture;




     (3) the incurrence by the Company and the Guarantors (including any future Guarantor)
of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the
date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued
pursuant to the Registration Rights Agreement;




     (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings, industrial revenue bonds,
purchase money obligations or other Indebtedness or preferred stock, or synthetic lease
obligations, in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of design, development, construction, installation or improvement of
property (real or personal and including Capital Stock), plant or equipment used in the
business of the Company or any of its Restricted Subsidiaries (in each case, whether through
the direct purchase of such assets or the Equity Interests of any Person owning such
assets), in an aggregate principal amount not to exceed, immediately after giving effect to
any such incurrence, the greater of (x) $35.0 million and (y) 5.0% of Total Assets;




     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a)
hereof or clause (2), (3), (4), (5), (12), (15) or (16) of this Section 4.09(b);




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




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




     (B) (i) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company, and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted Subsidiary
of the Company, shall be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this clause (6);



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     (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to
another Restricted Subsidiary of shares of preferred equity or Disqualified Stock; provided,
however, that:




     (A) any subsequent issuance or transfer of Equity Interests that results in any
such preferred equity or Disqualified Stock being held by a Person other than the
Company or a Restricted Subsidiary of the Company, and




     (B) any sale or other transfer of any such preferred equity or Disqualified
Stock to a Person that is not either the Company or a Restricted Subsidiary of the
Company,




will be deemed, in each case, to constitute an issuance of such preferred equity or
Disqualified Stock by such Restricted Subsidiary that was not permitted by this clause (7);




     (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations other than for speculative purposes;




     (9) the guarantee by any Restricted Subsidiary of the Company of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09 (including Section 4.09(a) hereof); provided that if
the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the
guarantee thereof shall be subordinated or pari passu, as applicable, to the same extent as
the Indebtedness so guaranteed;




     (10) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of workers’ compensation claims, payment obligations in connection
with health or other types of social security benefits, unemployment or other insurance or
self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances,
performance, surety or similar bonds and letters of credit or completion or performance
guarantees or equipment leases (including, without limitation, performance guarantees and
reimbursement obligations arising under or in accordance with the terms of the Merger
Agreement), or other similar obligations in the ordinary course of business or consistent
with past practice;




     (11) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds;




     (12) Indebtedness, Disqualified Stock or preferred equity of Persons that are acquired
by the Company or any of its Restricted Subsidiaries or merged into a Restricted Subsidiary
in accordance with the terms of this Indenture; provided, however, that such Indebtedness,
or Disqualified Stock or preferred equity is not incurred or issued in contemplation of such
acquisition or merger or to provide all or a portion of the funds or credit support required
to consummate such acquisition or merger; provided further, however, that, for any such
Indebtedness, Disqualified Stock or preferred equity outstanding under this clause (12) in
excess of $10.0 million on the date such Person is



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acquired by the Company or a Restricted
Subsidiary, after giving effect to such acquisition and the incurrence or issuance of such
Indebtedness, Disqualified Stock or preferred equity either:




     (A) the Company would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first
sentence of Section 4.09(a); or




     (B) the Fixed Charge Coverage Ratio, on the date of and after giving pro forma
effect to such acquisition and such incurrence or issuance, would not be reduced as
a result of such acquisition;




     (13) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables
Financing that is Non-Recourse Debt to the Company or any Restricted Subsidiary of the
Company other than such Receivables Subsidiary (except for Standard Securitization
Undertakings);




     (14) the incurrence of Indebtedness arising from agreements of the Company or a
Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn
outs, or similar obligations, in each case, incurred or assumed in connection with the
disposition or acquisition of any business, assets or a Subsidiary in accordance with the
terms of this Indenture, other than guarantees of Indebtedness incurred or assumed by any
Person acquiring all or any portion of such business, assets or Subsidiary for the purpose
of financing such acquisition;




     (15) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness or the issuance of Disqualified Stock or preferred equity in an aggregate
principal amount (or accreted value, as applicable) or having an aggregate liquidation
preference at any time outstanding not to exceed $45.0 million (it being understood that any
Indebtedness, Disqualified Stock or preferred equity incurred pursuant to this clause (15)
shall cease to be deemed incurred or outstanding for purposes of this Section 4.09 from and
after the date on which the Company could have incurred such Indebtedness or Disqualified
Stock or preferred equity under Section 4.09(a) hereof without reliance upon this clause
(15));




     (16) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness arising out of advances on exports, advances on imports, advances on trade
receivables, factoring of receivables, customer prepayments and similar transactions in the
ordinary course of business and consistent with past practice;




     (17) the incurrence of additional Indebtedness by a Foreign Subsidiary in an aggregate
principal amount which does not exceed the greater of (a) $30.0 million or (b) 3.5% of the
Total Assets at any one time outstanding (which amount may, but need not, be incurred in
whole or in part under a Credit Facility);




     (18) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of
the Management Notes; and



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     (19) Contribution Indebtedness.



          For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness, Disqualified Stock or preferred equity meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (19) above or is entitled to
be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item
of Indebtedness, Disqualified Stock or preferred equity on the date of its incurrence and will only
be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred
equity in one of the above clauses, although the Company may divide and classify an item of
Indebtedness, Disqualified Stock or preferred equity in one or more of the types of Indebtedness,
Disqualified Stock or preferred equity and may later reclassify all or a portion of such item of
Indebtedness, Disqualified Stock or preferred equity, in any manner that complies with this Section
4.09. The accrual of interest or dividends, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with
the same terms, the reclassification of preferred equity as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock or preferred equity in
the form of additional shares of the same class of Disqualified Stock or preferred equity will not
be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred
equity for purposes of this Section 4.09; provided, in each such case (other than preferred stock
that is not Disqualified Stock), that the amount of any such accrual, accretion or payment is
included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may
incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values.




          The amount of any Indebtedness outstanding as of any date will be:





     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;




     (2) the principal amount of the Indebtedness, in the case of any other Indebtedness;
and




     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the
specified Person, the lesser of:




     (A) the Fair Market Value of such assets at the date of determination; and




     (B) the amount of the Indebtedness of the other Person.



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Section 4.10 Asset Sales.




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





     (1) The Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of; and




     (2) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash, Cash Equivalents or Marketable Securities.
For purposes of this provision, each of the following shall be deemed to be cash:




     (A) any liabilities of the Company or any Restricted Subsidiary of the Company
(other than contingent liabilities and liabilities that are by their terms
subordinated to the Notes or any Note Guarantee) that are assumed by the transferee
of any such assets and as a result of which, the Company or such Restricted
Subsidiary of the Company are released from any further liability in connection
therewith;




     (B) any securities, notes, other obligations or assets received by the Company
or any such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days
of the receipt thereof, to the extent of the cash or Cash Equivalents received in
that conversion;




     (C) any Designated Non-cash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale; provided that the aggregate Fair Market
Value of such Designated Non-cash Consideration, taken together with the Fair Market
Value at the time of receipt of all other Designated Non-cash Consideration received
pursuant to this clause (C), less the amount of Net Proceeds previously realized in
cash from prior Designated Non-cash Consideration is less than the greater of (x)
2.5% of Total Assets at the time of the receipt of such Designated Non-cash
Consideration (with the Fair Market Value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value) and (y) $17.5 million; and




     (D) any Capital Stock or assets of the kind referred to in clause (2) or (4) of
the next paragraph of this Section 4.10.



          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the
applicable Restricted Subsidiary, as the case may be) may:




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     (a) apply such Net Proceeds, at its option:




     (1) to repay (w) Indebtedness and other Obligations constituting Senior
Indebtedness, (x) any Indebtedness that was secured by the assets sold in such Asset
Sale, (y) other pari passu Indebtedness (provided that the Company shall also
equally and ratably reduce Indebtedness under the Notes by making an offer (in
accordance with the procedures set forth below for an Asset Sale) to all Holders to
purchase at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest and Additional Interest, if any, the pro rata principal
amount of Notes), or (z) Indebtedness of a Restricted Subsidiary that is not a
Guarantor, in each case other than Indebtedness owed to any Parent, the Company or
any of their respective Affiliates;




     (2) to acquire all or substantially all of the assets of, or any Capital Stock
of, another Permitted Business; provided that in the case of any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the
Company;




     (3) to make a capital expenditure; or




     (4) to acquire other assets that are not classified as current assets under
GAAP and that are used or useful in a Permitted Business; or




     (b) enter into a binding commitment to apply the Net Proceeds pursuant to clause (a)
(2), (3) or (4) above, provided that such binding commitment shall be treated as a permitted
application of the Net Proceeds from the date of such commitment until the earlier of (x)
the date on which such acquisition or expenditure is consummated, and (y) the 180th day
following the expiration of the aforementioned 365 day period.


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




          Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $15.0 million, within ten Business Days thereof, the Company will make an
offer to all Holders (an “Asset Sale Offer”) and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the
principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid
interest and Additional Interest, if any, on the Notes and such other pari passu Indebtedness, to,
but excluding, the date of purchase and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer




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exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be
purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. In such event, the Trustee shall select the Notes to be
purchased as provided in this Section 4.10. Upon completion of each Asset Sale Offer, the amount
of Excess Proceeds will be reset at zero.




          The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the Asset Sale provisions
of this Indenture by virtue of such compliance.




          Not later than the date upon which written notice of an Asset Sale Offer is delivered to the
Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to
(i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales
pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation
with the provisions of Section 4.10. Upon the expiration of the period for which the Asset Sale
Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation
the Notes or portions thereof that have been properly tendered to and are to be accepted by the
Company. Upon receipt from the Company of the purchase price for the Notes accepted for payment,
the Trustee shall promptly (but in any case not later than the Business Day after the Trustee
receives such amounts) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for purchase. In the event
that the Excess Proceeds delivered by the Company to the Trustee is greater than the purchase price
of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the
expiration of the Offer Period for application in accordance with this Section 4.10.




          Holders electing to have a Note purchased shall be required to surrender the Note, with the
form entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the
Company at the address specified in the notice at least three Business Days prior to the purchase
date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives
not later than one Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the Note which
was delivered by the Holder for purchase and a statement that such Holder is withdrawing his
election to have such Note purchased. If at the end of the Offer Period more Notes are tendered
pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes
for purchase shall be made by the Trustee in accordance with Section 3.02 hereof; provided that no
Notes of $1,000 or less shall be purchased in part.




          Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least
30 but not more than 60 days before the purchase date to each Holder at such Holder’s registered
address. If any Note is to be purchased in part only, any notice of purchase that relates to such
Security shall state the portion of the principal amount thereof that is to be purchased.




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          A new Note in principal amount equal to the unpurchased portion of any Note purchased in part
shall be issued in the name of the Holder thereof upon cancellation of the original Note in
accordance with Section 2.02 hereof. On and after the purchase date, unless the Company defaults
in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof
purchased.




Section 4.11 Transactions with Affiliates.




          (a) the Company will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of
the Company (each, an “Affiliate Transaction”), involving aggregate consideration in excess of $1.0
million, unless:





     (1) the Affiliate Transaction is on terms that are not materially less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person; and




     (2) the Company delivers to the Trustee:




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




     (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, an
opinion as to the fairness to the Company or such Restricted Subsidiary of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing.



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





     (1) any employment agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company or any of
its Restricted Subsidiaries in the ordinary course of business or consistent with past
practice and payments pursuant thereto;




     (2) transactions (including a merger) between or among the Company and/or any of its
Restricted Subsidiaries;



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     (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company)
that is an Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;




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




     (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to
Affiliates of the Company or to any director, officer, employee or consultant of the Company
or any Parent, and the granting and performance of registration rights;




     (6) Restricted Payments and Investments that do not violate Section 4.07 hereof;




     (7) the entering into any agreement to pay, and the payment of, customary annual
management, consulting, monitoring and advisory fees to the Equity Investors in an amount
not to exceed in any four quarter period the greater of (x) $2.5 million and (y) 2.0% of
Consolidated Cash Flow of the Company and its Restricted Subsidiaries for such period;




     (8) loans or advances to employees or consultants in the ordinary course of business or
consistent with past practice not to exceed $2.5 million in the aggregate at any one time
outstanding;




     (9) any transaction effected as part of a Qualified Receivables Financing;




     (10) any transaction in which the Company or any of its Restricted Subsidiaries, as the
case may be, delivers to the Trustee a letter from an accounting, appraisal or investment
banking firm of national standing stating that such transaction is fair to the Company or
such Restricted Subsidiary from a financial point of view or that such transaction meets the
requirements of clause (1) of Section 4.11(a);




     (11) the existence of, or the performance by the Company or any of its Restricted
Subsidiaries of its obligations under the terms of, any acquisition agreements or members’
or stockholders agreement or related documents to which it is a party as of the date of this
Indenture and any amendment thereto or similar agreements which it may enter into
thereafter; provided, however, that the existence of, or the performance by the Company or
any of its Restricted Subsidiaries of its obligations under, any future amendment to any
such existing agreement or under any similar agreement entered into after the date of this
Indenture shall only be permitted by this clause (11) to the extent that the terms of any
such existing agreement, together with all amendments thereto, taken as a whole, or such new
agreement are not, in the good faith judgment of the Company’s Board of Directors, otherwise
more disadvantageous to the Holders of the Notes taken as a whole than the original
agreement as in effect on the date of this Indenture;



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     (12) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint
venture partners or purchasers or sellers of goods or services, or lessors or lessees of
property, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Indenture which are, in the aggregate (taking into account all the costs
and benefits associated with such transactions), materially no less favorable to the Company
or its Restricted Subsidiaries than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the
good faith judgment of the Company’s Board of Directors or senior management thereof, or are
on terms at least as favorable as might reasonably have been obtained at such time from an
unaffiliated party;




     (13) (x) guarantees of performance by the Company and its Restricted Subsidiaries of
Unrestricted Subsidiaries of the Company in the ordinary course of business, except for
guarantees of Indebtedness in respect of borrowed money, and (y) pledges of Equity Interests
of Unrestricted Subsidiaries of the Company for the benefit of lenders of Unrestricted
Subsidiaries of the Company;




     (14) if such Affiliate Transaction is with a Person in its capacity as a holder of
Indebtedness or Capital Stock of the Company or any Restricted Subsidiary where such Person
is treated no more favorably than the holders of Indebtedness or Capital Stock of the
Company or any Restricted Subsidiary;




     (15) transactions effected pursuant to agreements in effect on the Issue Date and any
amendment, modification or replacement of such agreement (so long as such amendment or
replacement is not, in the good faith judgment of the Company’s Board of Directors,
materially more disadvantageous to the Holders of the Notes, taken as a whole, than the
original agreement as in effect on the Issue Date);




     (16) payments to the Equity Investors made for any financial advisory, financing or
other investment banking activities, including without limitation, in connection with
acquisitions or divestitures, which payments are approved by a majority of the Company’s
Board of Directors; and




     (17) the issuance of Management Notes.



Section 4.12 Liens.




          The Company will not, and will not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind
securing Indebtedness (other than Permitted Liens) that ranks pari passu with or is subordinated to
the Notes or the Note Guarantees upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness,
contractually prior or senior thereto, with the same relative priority as the Notes shall have with
respect to such subordinated Indebtedness) until such time as such obligations are no longer
secured by a Lien.





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Section 4.13 Business Activities.




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




Section 4.14 Intentionally Omitted.




Section 4.15 Offer to Repurchase upon Change of Control.




     (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of
Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of
the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to
the rights of Holders on the relevant record date to receive interest due on the relevant interest
payment date (the “Change of Control Payment”). Within 30 days following any Change of Control,
except to the extent that the Company has exercised its right to redeem the Notes in accordance
with Article 3 of this Indenture, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:





     (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes properly tendered pursuant to such Change of Control Offer will be accepted
for payment;




     (2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”);




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Trustee at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Trustee receives,
not later than the close of business on the second Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and



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             (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple
thereof.



             The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Section 4.15 hereof, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached their obligations under this Section 4.15 by
virtue of such compliance.




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





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




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




     (3) 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 Notes being purchased by the Company.



          The Paying Agent will promptly mail or wire transfer to each Holder properly tendered and so
accepted the Change of Control Payment for such Notes. The Company will execute and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each
new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. Any Note so
accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
The Company will publicly announce the results of the Change of Control Offer on or as soon as
reasonably practicable after the Change of Control Payment Date.




             (c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be
required to make a Change of Control Offer upon a Change of Control if (1) 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 Section 4.15 and purchases all Notes properly
tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has
been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.




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Section 4.16 Payments for Consent.




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




Section 4.17 Additional Note Guarantees.




          If the Company or any of its Restricted Subsidiaries acquires or creates another wholly owned
Domestic Subsidiary on or after the date of this Indenture, then that newly acquired or created
Domestic Subsidiary, if such Subsidiary guarantees any Indebtedness of the Company (unless such
Subsidiary is a Receivables Subsidiary), shall become a Guarantor (which Note Guarantee shall be
senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness
unless such other Indebtedness is Senior Indebtedness, in which case the Note Guarantee may be
subordinated to the guarantee of such Senior Indebtedness to the same extent as the Notes are
subordinated to such Senior Indebtedness) and execute a supplemental indenture and deliver an
Opinion of Counsel satisfactory to the Trustee within 30 days of the date on which it guaranteed
such other Indebtedness; provided that any Domestic Subsidiary that constitutes an Immaterial
Subsidiary need not become a Guarantor until such time as it (i) ceases to be an Immaterial
Subsidiary or (ii) guarantees the Credit Agreement. The form of such supplemental indenture is
attached hereto as Exhibit E hereto.




Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.




          The Board of Directors of the Company may designate any Restricted Subsidiary, other than the
Company, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value
of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary designated as Unrestricted shall be deemed to be an Investment made as of the time of
the designation and will reduce the amount available for Restricted Payments under Section 4.07
hereof or under one or more clauses of such definition of Permitted Investments, as determined by
the Company. That designation will only be permitted if such Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
The Board of Directors of the Company may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not
cause a Default.




          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of
Directors of the Company giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the preceding conditions and was permitted by Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary


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will be deemed to be incurred by
a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted
to be incurred as of such date under Section 4.09 hereof, the Company will be in Default of such
covenant. The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be
permitted if (1) (x) the Company could incur such Indebtedness pursuant to the Fixed Charge
Coverage Ratio test, described in Section 4.09(a) hereof, or (y) the Fixed Charge Coverage Ratio
for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company
and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma
basis taking into account such designation; and (2) no Default or Event of Default would be in
existence following such designation.




Section 4.19 Changes in Covenants upon Notes Being Rated Investment Grade.




          If on any date following the Issue Date: (i) the Notes are assigned an Investment Grade
Rating from both of the Rating Agencies and (ii) no Default or Event of Default shall have occurred
and be continuing, then the Company shall provide written notice to such effect to the Trustee and,
beginning on that day, the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.15
and 4.18 hereof, and clause (4) of Section 5.01 shall terminate (provided that failure to provide
such notice shall not result in a Default or Event of Default or the Company having to comply with
such provisions).




ARTICLE 5




SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.




          The Company will not, directly or indirectly, consolidate or merge with or into another Person
or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets (determined on a consolidated basis for the Company and its Restricted
Subsidiaries), in one or more related transactions to another Person, unless:




          (1) either:





     (A) the Company is the surviving entity; or




     (B) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation, partnership or limited liability
company organized or existing under the laws of the United States, any state of the
United States or the District of Columbia;




   (2) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all the obligations of the



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Company under the Notes, this
Indenture and the Registration Rights Agreement, in each case, pursuant to agreements
reasonably satisfactory to the Trustee;




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




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




     (b) the Fixed Charge Coverage Ratio for the successor entity and its Restricted
Subsidiaries, on the date of and after giving pro forma effect to such acquisition and such
incurrence or issuance, would not be less than such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction.



          In addition, the Company may not, directly or indirectly, lease all or substantially all of
the properties and assets (determined on a consolidated basis for the Company and its Restricted
Subsidiaries), in one or more related transactions, to any other Person.




          This Section 5.01 will not apply to:





     (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating
the Company in another jurisdiction; or




     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among the Company and any of its Restricted
Subsidiaries.



Section 5.02 Successor Substituted.




          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Company in a
transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the
successor Person formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and be substituted for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor Person and not to the Company), and
may exercise every right and power of the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; provided, however, that the predecessor
shall not be relieved from the obligation to pay the principal of and interest on the Notes except
in the case of a sale of all or substantially all of the Company’s properties or assets in a
transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.




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ARTICLE 6




DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




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





     (1) default for 30 days in the payment when due of interest on, or Additional Interest,
if any, with respect to the Notes, whether or not such payment is prohibited by the
provisions described in Article 10 hereof;




     (2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on the Notes, whether or not such payment is prohibited by
the provisions described in Article 10 hereof;




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




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




     (5) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Significant Subsidiaries or group of Restricted Subsidiaries that
taken as a whole would constitute a Significant Subsidiary (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness
or guarantee now exists, or is created after the
date of this Indenture (but excluding Indebtedness owing to the Company or a Restricted
Subsidiary), if that default:




     (A) is caused by a failure to pay principal on such Indebtedness after the
expiration of the grace period provided in such Indebtedness upon the Stated
Maturity of such Indebtedness (a “Payment Default”); or




     (B) results in the acceleration of such Indebtedness prior to its Stated
Maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $15.0 million or more;




     (6) failure by the Company or any of its Significant Subsidiaries, or group of
Restricted Subsidiaries that taken as a whole would constitute a Significant Subsidiary, to
pay final and non-appealable judgments entered by a court or courts of competent



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jurisdiction aggregating in excess of $15.0 million (net of any amounts which are covered by
insurance or bonded), which judgments are not paid, waived, satisfied, discharged or stayed
for a period of 60 days;




     (7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:




     (A) commences a voluntary case,




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




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




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




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




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




     (B) appoints a custodian of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary or for all or substantially all
of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary; or




     (C) orders the liquidation of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary;




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




     (9) except as permitted by this Indenture, any Note Guarantee of any Significant
Subsidiary or group of Restricted Subsidiaries that taken as a whole would constitute a
Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect (other than in accordance with the
terms of such Note Guarantee and this Indenture), or any Guarantor, or any Person acting on
behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee and
such Default continues for 10 days.



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Section 6.02 Acceleration.




          In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with
respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately; provided that any such declaration of acceleration
shall not become effective until the earlier of (x) five Business Days after receipt of the
acceleration notice by the Bank Agent and the Company or (y) acceleration of the Indebtedness under
the Credit Agreement; provided further that such acceleration shall be automatically rescinded and
annulled without any further action required on the part of the Trustee or the Holders in the event
that any and all Events of Default specified in the acceleration notice under this Indenture shall
have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration
of the period referred to in the preceding clauses (x) and (y).




          Upon any such declaration, the Notes shall become due and payable immediately.




          The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its
consequences, if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if
any, that has become due solely because of the acceleration) have been cured or waived.




          In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of
Default and all consequences thereof (excluding, however, any resulting payment default) will be
annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders
of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers’
Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for
such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the
default that is the basis for such Event of Default has been cured, it being understood that in no
event shall an acceleration of the principal amount of the Notes as described above be annulled,
waived or rescinded upon the happening of any such events.




Section 6.03 Other Remedies.




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




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




Section 6.04 Waiver of Past Defaults.




          Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes rescind an
acceleration or waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on, the Notes (including in connection with an offer to
purchase). Upon any such rescission or waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.




Section 6.05 Control by Majority.




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




Section 6.06 Limitation on Suits.




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





     (1) such Holder has previously given the Trustee written notice that an Event of
Default is continuing;




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




     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of such security or indemnity; and




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



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




Section 6.07 Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, 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(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium and Additional Interest, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.




Section 6.09 Trustee May File Proofs of Claim.




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




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Section 6.10 Priorities.




             If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the
money or property 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, disbursements and liabilities
incurred by the Trustee, its counsel and agents and the costs and expenses of collection;




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




     Third: to the Company or, to the extent the Trustee collects any amounts for any
Guarantor, to such Guarantor or to such party as a court of competent jurisdiction shall
direct in writing.



             The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to
each Holder and the Company a notice that states the record date, the payment date and amount to be
paid.




Section 6.11 Undertaking for Costs.




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




ARTICLE 7




TRUSTEE




Section 7.01 Duties of Trustee.




             (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer
of the Trustee shall have actual knowledge and after the curing of all such Events of Defaults
which may have occurred, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. If an Event of Default of which a Responsible Officer of the Trustee
shall have actual knowledge has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by this Indenture, and use the


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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:




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




     (2) 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, with respect to certificates or opinions specifically required by any
provision hereof to be furnished to it, the Trustee will examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture;
provided, however, that the Trustee shall not be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished to it hereunder.



            (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:





     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




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




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



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




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




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Section 7.02 Rights of Trustee.




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




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




          (c) The Trustee may execute any of the trusts or powers hereunder and perform any duties
hereunder either directly or through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.




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




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




          (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee indemnity or security satisfactory to it against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or direction.




          (g) 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;




          (h) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture;




          (i) 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;




          (j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take


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specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;




          (k) The right of the Trustee to perform any discretionary act enumerated in this Indenture
shall not be construed as a duty, and the Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of such act; and




          (l) In the event the Company is required to pay Additional Interest, the Company will provide
written notice to the Trustee of the Company’s obligation to pay Additional Interest no later than
15 days prior to the next Interest Payment Date, which notice
shall set forth the amount of Additional Interest to be paid by the Company. The Trustee
shall not at any time be under any duty or responsibility to any Holders to determine whether the
Additional Interest is payable and the amount thereof.




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 SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof.




Section 7.04 Trustee’s Disclaimer.




          The Trustee will 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 will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture or the legality or validity of the Notes or
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 will mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium or Additional Interest, if any, or interest on, any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.




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Section 7.06 Reports by Trustee to Holders of the Notes.




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




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




Section 7.07 Compensation and Indemnity.




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




          (b) The Company and each Guarantor, jointly and severally, will indemnify the Trustee and any
director, officer, employee or agent of the Trustee against any and all losses, liabilities,
claims, damages or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including, without limitation, the reasonable
and documented costs and expenses of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted
by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its own negligence, bad faith or willful
misconduct. The Trustee will notify the Company promptly of any claim of which a Responsible
Officer has received written notice for which it may seek indemnity. Failure by the Trustee to so
notify the Company will not relieve the Company or any of the Guarantors of their obligations
hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company and the Guarantors, as
applicable, will pay the reasonable and documented fees and expenses of such counsel provided,
however that the Company and any Guarantor shall not be required to pay such fees and expenses if
it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment,
there is no conflict of interest between the Company and the Guarantors, as applicable, and such
parties in connection with such defense. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably withheld.




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




          (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
will survive the satisfaction and discharge of this Indenture.




          (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




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




Section 7.08 Replacement of Trustee.




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




          (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in 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:





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




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




   (3) a custodian, receiver or public officer takes charge of the Trustee or its
property; or




   (4) the Trustee becomes incapable of acting.



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




          (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, 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.





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          (e) 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 at the expense of the
Company any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.




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




Section 7.09 Successor Trustee by Merger, Etc.




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




Section 7.10 Eligibility; Disqualification.




          There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.




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




Section 7.11 Preferential Collection of Claims Against the 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 any time, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied
to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth below in
this Article 8.




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Section 8.02 Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with
respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company and the Guarantors will be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all
their other obligations under such Notes, the Note Guarantees 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 will survive until otherwise terminated or
discharged hereunder:





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




     (2) the Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;




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




     (4) this Article 8.



          Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




Section 8.03 Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18
and 4.19 and clauses (3) and (4) of Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes will not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and
will 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


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reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6)
hereof will not constitute Events of Default.




Section 8.04 Conditions to Legal or Covenant Defeasance.




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




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




     (2) in the case of an election under Section 8.02 hereof, the Company must deliver to
the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions)
confirming that:




          (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or




          (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




     (3) in the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions)
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;



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     (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from, or arising in
connection with, the borrowing of funds to be applied to such deposit and the grant of any
Lien securing such borrowing);




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




     (6) the Company is not prohibited from making payments in respect of the Notes by the
provisions described in Article 10 hereof;




     (7) 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 over the other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or others; and




     (8) the Company must deliver 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.



            Upon satisfaction of the conditions set forth herein and upon the request of the Company, the
Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.




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




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




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




            Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the


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opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.




Section 8.06 Repayment to Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium or Additional Interest, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Additional
Interest, 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) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company causes to be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid to the Company.




Section 8.07 Reinstatement.




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




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




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




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




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




     (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor
pursuant to Article 5 or Article 11 hereof;




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




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




     (6) to conform the text of this Indenture or the Notes to any provision of the
“Description of the Notes” section of the Offering Memorandum, to the extent that such
provision in that “Description of the Notes” was intended to be a verbatim recitation of a
provision of this Indenture, the Note Guarantees or the Notes;




     (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;




     (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes and to release Guarantors from the Note Guarantee in accordance
with the terms of this Indenture;




     (9) to comply with the rules of any applicable securities depositary; or




     (10) to provide for a successor Trustee in accordance with the terms of this Indenture
or to otherwise comply with any requirement of this Indenture.



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




Section 9.02 With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture (including, without limitation, Sections 4.10 and 4.15 hereof)
and the Notes or the Note Guarantee with the consent of the Company and Holders of at least a
majority in aggregate principal amount of the then outstanding Notes voting as a single class
(including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the


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payment of the
principal of, premium or Additional Interest, if any, or interest on, the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture or the Notes or the Note Guarantee may be waived with the consent of the Company and
Holders of a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02.




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




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




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this Indenture or the
Notes or the Note Guarantees. However, without the consent of the Company and each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any
Notes held by a non-consenting Holder):





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




     (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions relating to
Sections 4.10 and 4.15 hereof);




     (3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




     (4) waive a Default or Event of Default in the payment of principal of, or premium or
Additional Interest, if any, or interest on, the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal



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amount of the then
outstanding Notes and a waiver of the payment default that resulted from such acceleration);




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




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




     (7) waive a redemption payment with respect to any Note (other than a payment required
by Sections 4.10 or 4.15 hereof);




     (8) release any Guarantor that is a Significant Subsidiary from any of its obligations
under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture;




     (9) impair the right to institute suit for the enforcement of any payment on or with
respect to the Notes or any Note Guarantees;




     (10) modify the subordination provisions of this Indenture in any manner adverse to the
Holders; or




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



Section 9.03 Compliance with Trust Indenture Act.




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




Section 9.04 Revocation and Effect of Consents.




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




Section 9.05 Notation on or Exchange of Notes.




          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.




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




Section 9.06 Trustee to Sign Amendments, Etc.




          The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until
the Board of Directors of the Company approves it. In executing any amended or supplemental
indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section 13.04 hereof, 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 amendment or
supplement is the legal, valid and binding obligation of the Company and the Guarantors,
enforceable against them in accordance with the its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03).




ARTICLE 10




SUBORDINATION




Section 10.01 Agreement to Subordinate.




          The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness
evidenced by the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full in cash or Cash Equivalents of all
Obligations due in respect of existing and future Senior Indebtedness. In addition, until all
Obligations due with respect to Senior Indebtedness are paid in full in cash or Cash Equivalents
(including, with respect to Senior Indebtedness, any interest accruing after the commencement of
any proceeding described in Section 10.02 at the rate specified in the applicable Designated Senior
Indebtedness, whether or not interest is an allowed claim enforceable against the Company in such
proceeding), any such distribution to which Holders would be entitled shall be made to the holders
of Senior Indebtedness (except that Holders may receive and retain Permitted Junior Securities and
payments made from any trust described under Articles 8 or 12 hereof).




Section 10.02 Liquidation; Dissolution; Bankruptcy.




          The holders of Senior Indebtedness shall be entitled to receive payment in full in cash or
Cash Equivalents of all Obligations due in respect of Senior Indebtedness (including with respect
to Designated Senior Indebtedness, any interest accruing after the commencement of any proceeding
described in this Section 10.02 at the rate specified in the applicable Designated Senior
Indebtedness whether or not interest is an allowed claim enforceable against the Company in such
proceeding) before the Holders shall be entitled to receive any payment on account of Senior
Subordinated Obligations or any payment to acquire any of the Notes for cash, properties or
securities, or any distribution with respect to the Notes of any cash, property, or securities
(except that Holders may receive and retain Permitted Junior Securities and payments made from


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any trust described under Articles 8 and 12 hereof), in the event of any distribution to
creditors of the Company in (a) any liquidation or dissolution of the Company; (b) a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Company or its
property; (c) an assignment for the benefit of its creditors; or (d) any marshaling of the
Company’s assets and liabilities.




Section 10.03 Default on Designated Senior Indebtedness.





     (a) The Company shall not make any payment in respect of any Senior Subordinated Obligations
(except in Permitted Junior Securities or from any trust described under Articles 8 and 12 hereof)
if:




     (i) a payment default on Designated Senior Indebtedness occurs and is continuing; or




     (ii) any other default (a “non-payment default”) occurs and is continuing on any series
of Designated Senior Indebtedness that permits holders of that series of Designated Senior
Indebtedness to accelerate its maturity and a Responsible Officer of the Trustee receives
actual notice of such default (a “Payment Blockage Notice”) from the trustee or other
representative for the holders of any Designated Senior Indebtedness, or the holders of at
least a majority of the outstanding principal amount of such Designated Senior Indebtedness.




     (b) Payments on the Notes may and shall be resumed:




     (i) in the case of a payment default in respect of Designated Senior Indebtedness, upon
the date on which such default is cured or waived; and




     (ii) in the case of a non-payment default in respect of Designated Senior Indebtedness,
upon the earlier of (x) the date on which such non-payment default is cured or waived or (y)
179 days after the date on which the applicable Payment Blockage Notice is received.


No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the
delivery of the immediately prior Payment Blockage Notice and all scheduled payments of principal,
interest and premium and Additional Interest, if any, on the Notes that have come due have been
paid in full in cash.




          (c) No non-payment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice.




          (d) If the Trustee or any Holder receives a payment in respect of the Notes (except in
Permitted Junior Securities or from the trust described under Articles 8 or 12 hereof) when (i) the
payment is prohibited by this Article 10 and (ii) the Trustee or the Holder has actual knowledge
that the payment is prohibited, the Trustee or the Holder, as the case may be, shall
hold the payment in trust for the benefit of the holders of Senior Indebtedness. Upon the
proper written request of the holders of Senior Indebtedness, the Trustee or the Holder, as the
case may


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be, shall deliver the amounts in trust to the holders of Senior Indebtedness or their
proper representative.




Section 10.04 Acceleration of Notes.




          If payment of the Notes is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness and the Trustee shall promptly notify the Bank Agent
of the acceleration.




Section 10.05 When Distribution Must Be Paid Over.




          In the event that the Trustee or any Holder receives any payment in respect of the Notes
(except in Permitted Junior Securities or from any trust described under Articles 8 or 12 hereof)
when (x) the payment is prohibited by this Article 10 and (y) a Responsible Officer of the Trustee
or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article
10, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written request, to the holders of
Senior Indebtedness as their interests may appear or their representative.




          With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only
such obligations on the part of the Trustee as are specifically set forth in this Article 10, and
no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person
money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 10, except if such payment is made as a result of the willful misconduct or gross
negligence of the Trustee.




Section 10.06 Notice by the Company.




     The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts
known to the Company that would cause a payment of any Obligations with respect to the Notes to
violate this Article 10, but failure to give such notice shall not affect the subordination of the
Notes to the Senior Indebtedness as provided in this Article 10.



Section 10.07 Subrogation.



     After all Senior Indebtedness is paid in full and until the Notes are paid in full, Holders
shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to
the rights of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to
the payment of Senior Indebtedness. A distribution made under this Article 10 to holders of Senior
Indebtedness that otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on the Notes.



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Section 10.08 Relative Rights.




          This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness.
Nothing in this Indenture shall:





     (i) impair, as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Notes in accordance with
their terms;




     (ii) affect the relative rights of Holders of Notes and creditors of the Company other
than their rights in relation to holders of Senior Indebtedness; or




     (iii) prevent the Trustee or any Holder of Notes from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders and owners of Senior
Indebtedness to receive distributions and payments otherwise payable to Holders.



          If the Company fails because of this Article 10 to pay principal of or interest on a Note on
the due date, the failure is still a Default or Event of Default.




Section 10.09 Subordination May Not Be Impaired by the Company.




          No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the Company or any Holder
or by the failure of the Company or any Holder to comply with this Indenture.




Section 10.10 Rights of Trustee and Paying Agent.




          Notwithstanding this Article 10 or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make
payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at
least two Business Days prior to the date of such payment written notice of facts
that would cause the payment of any Obligations with respect to the Notes to violate this
Article 10. Only the Company may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.




          The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. Any Agent may do the same with like rights.




Section 10.11 Authorization to Effect Subordination.




          Each Holder, by the Holder’s acceptance of the Notes, authorizes and directs the Trustee on
such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper


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proof of
claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at
least 30 days before the expiration of the time to file such claim, the lenders under the Credit
Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders.




ARTICLE 11




NOTE GUARANTEES




Section 11.01 Guarantee.




          (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:





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




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



          Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will 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.




          (b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and this Indenture.




          (c) 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


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acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.




          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors will 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 Note Guarantee.




Section 11.02 Limitation on Guarantor Liability.




          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note 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
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant under such laws,
and after giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent transfer or conveyance.




Section 11.03 Intentionally Omitted.




Section 11.04 Guarantors May Consolidate, Etc., on Certain Terms.




          Except as otherwise provided in this Section 11.04, no Guarantor may sell or otherwise dispose
of all or substantially all of its assets to, or consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person, other than the Company or another
Guarantor, unless:





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




     (2) either:




          (a) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger assumes all



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the
obligations of that Guarantor under this Indenture, its Note Guarantee and the
Registration Rights Agreement on the terms set forth herein or therein, pursuant to
a supplemental indenture in the form attached hereto as Exhibit E; or




          (b) in the case of any such sale or disposition (including by way of any such
consolidation or merger), the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture.



          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, of the Note
Guarantee 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 will succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
All the Note Guarantees so issued will in all respects have the same legal rank and benefit under
this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Note Guarantees had been issued at the date of the
execution hereof.




          Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or will
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 11.05 Releases.




The Note Guarantee of a Guarantor will be released:





     (1) in connection with any sale, disposition or transfer of all or substantially all of
the assets of that Guarantor (including by way of merger or consolidation) to a Person that
is not (either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary of the Company, if the sale, disposition or transfer does not violate
the first paragraph of Section 4.10 hereof;




     (2) in connection with any sale, disposition or transfer of the Capital Stock of that
Guarantor to a Person that is not (either before or after giving effect to such transaction)
the Company or a Restricted Subsidiary of the Company, if (x) after giving effect to such
sale, disposition or transfer, such Person is no longer a Subsidiary of the Company and (y)
the sale, disposition or transfer does not violate the first paragraph of Section 4.10
hereof;




     (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an
Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;




     (4) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Indenture in accordance with Article 12 hereof; or



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     (5) upon the release of such Guarantor’s guarantee under the Credit Agreement or such
other Indebtedness requiring such Guarantor to provide a Note Guarantee as provided in
Section 4.17 hereof.



          Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 11.05 will remain liable for the full amount of principal of and interest and premium and
Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.




Section 11.06 Subordination of Note Guarantee




          Payments under the Note Guarantees shall be subordinated to the prior payment in full of all
Senior Indebtedness of such Guarantor, including Senior Indebtedness incurred after the date of
this Indenture, on the same basis as the payments by the Company on the Notes are subordinated to
the prior payment in full of Senior Indebtedness of the Company. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any
of the Guarantors only at such times as they may receive and/or retain payments in respect of the
Notes pursuant to this Indenture, including Article 10.




ARTICLE 12




SATISFACTION AND DISCHARGE




Section 12.01 Satisfaction and Discharge.




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




          (1) either:





          (a) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or




          (b) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year by the mailing of a notice
of redemption or otherwise, and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely
for the benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness (including all principal, premium and



-110-









 







          Additional Interest, if any, and
accrued interest to the date of maturity or redemption) on the Notes not delivered
to the Trustee for cancellation;




          (2) 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 instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other
than due to the borrowing of funds to effect such deposit);




          (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




          (4) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.


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




          Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of
Sections 12.02 and 8.06 hereof will survive such satisfaction and discharge. In addition, nothing
in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture.




Section 12.02 Application of Trust Money.




          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof;
provided that if the Company has made any payment of principal of, premium or Additional Interest,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.






-111-









 








ARTICLE 13




MISCELLANEOUS




Section 13.01 Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by,
or with another provision (an “incorporated provision”) included in this Indenture by operation of,
Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall
control.




Section 13.02 Notices.




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




          If to the Company and/or any Guarantor:



Chart Industries, Inc.

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, OH 44125

Facsimile No.: (440) 753-1491

Attention: Chief Financial Officer




          With a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10071-3954

Facsimile No.: (212) 455-2502

Attention: Edward P. Tolley III



If to the Trustee:



The Bank of New York

Corporate Trust Division

101 Barclay Street, 8th Floor West

New York, NY 10286

Facsimile No.: (212) 815-5707

Attention: Corporate Trust Division




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




-112-









 








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




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




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




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




Section 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 or refrain from taking
any action under this Indenture (other than in connection with the Authentication Order, dated the
date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes),
the Company shall furnish to the Trustee:





     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must 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 satisfied; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must 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 satisfied.



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)) must comply
with the provisions of TIA § 314(e) and must include:





-113-









 









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




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




     (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied; provided, however, that with respect to matters of fact, an
Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.



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, manager, officer, employee, incorporator, stockholder or
member of the Company, any Parent or any Subsidiary, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. The waiver may not be effective to waive
liabilities under the federal securities laws.




Section 13.08 Governing Law.




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




Section 13.09 Successors.




          All agreements of the Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.04
hereof.




-114-









 








Section 13.10 Severability.




          In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable,
then (to the extent permitted by applicable law) the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.




Section 13.11 Counterpart Originals.




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




          Section 13.12 Table of Contents, Headings, Etc.




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




[Signatures on following page]





-115-









 








Dated as of October 17, 2005




	 	 	 	 	 	 	 	 	 
	 	 	SIGNATURES	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CHART INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael F. Biehl	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael F. Biehl	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CHART INC.	 	 
	 	 	CAIRE INC.	 	 
	 	 	CHART ENERGY & CHEMICALS, INC.	 	 
	 	 	COOLTEL, INC.	 	 
	 	 	CHART INTERNATIONAL HOLDINGS, INC.
	 	 	CHART ASIA, INC.	 	 
	 	 	CHART INTERNATIONAL, INC.	 	 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael F. Biehl	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael F. Biehl	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Patricia Gallagher	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Patricia Gallagher	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






S-1









 






EXHIBIT A




[Face of Note]



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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) 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 CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR 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.



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2)
AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS
NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE


A-1









 






COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHED TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S.
PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON
THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(F) ABOVE OR UPON ANY TRANSFER OF THIS
NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.




[Additional language for Regulation S Note to be inserted after paragraph 1]



THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).





A-2










 







CUSIP No. [144A: 16115Q AA 8][REG S: U16134 AA 3]

ISIN No. [144A: US16115QAA85][REG S: USU16134AA30]




91/8% Senior Subordinated Notes due 2015




	 	 	 	 	 	 	 	 	 	 	 
	No.

	 	 	 	 	 	 	$	 	 	 
	 

	 	 
	 	 	 	 	 	 





CHART INDUSTRIES, INC.



promise to pay to CEDE & CO. or registered assigns,




	 	 	 
	the principal sum of
	 	 
	 

	 	 
	DOLLARS on October 15, 2015.





Interest Payment Dates: April 15 and October 15, commencing April 15, 2006



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



Record Dates: April 1 and October 1



Dated: October 17, 2005




	 	 	 	 	 
	 	CHART INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-3









 






	 	 	 	 	 



Dated: October 17, 2005



This is one of the Notes referred to

in the within-mentioned Indenture:



THE BANK OF NEW YORK, as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






A-4









 






[Reverse of Note]



91/8% Senior Subordinated Notes due 2015




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




          (1) INTEREST. Chart Industries, Inc., a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 91/8% per annum from October 17, 2005 until maturity
and shall pay the Additional Interest, if any, payable pursuant to Section 8 of the Registration
Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any,
semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from October 17, 2005 until the principal hereof is due. The first Interest Payment
Date shall be April 15, 2006. The Company will pay interest on overdue principal at the rate borne
by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.




          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of
business on the April 1 or October 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. If a Holder has given wire
transfer instructions to the Paying Agent on behalf of the Company, the Paying Agent will remit all
principal, interest and premium and Additional Interest, if any, on that Holder’s Notes in
accordance with these instructions. All other payments on the Notes will be made by mailing a
check to the registered address of each Holder thereof. Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.




          (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, as the Trustee, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company or any of its Subsidiaries may act in any such capacity.




          (4) INDENTURE. The Company issued the Notes under an Indenture dated as of October 17, 2005
(the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the TIA.
Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA 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.




A-5









 








          The Notes are unsecured senior subordinated obligations of the Company. This Note is one of
the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any
Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes
pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are
treated as a single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to, among other things,
make certain Investments and other Restricted Payments, pay dividends and other distributions,
incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company
and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create
or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the
Company and each Guarantor to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property.




          To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Company under the Indenture and the Notes when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed
the Obligations of the Company under the Notes on an unsecured senior subordinated basis pursuant
to the terms of the Indenture.




          (5) SUBORDINATION. The Notes and the Note Guarantees are general senior subordinated
unsecured obligations of the Company and the Guarantors, subordinated in right of payment to the
prior payment in full, in cash or Cash Equivalents, of all Obligations due in respect of existing
or future Senior Indebtedness of the Company or a Guarantor, as applicable, as set forth in
Articles 10 and 11, respectively, of the Indenture. Each Holder by its acceptance hereof agrees to
be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to
take such action as may be necessary or appropriate to effectuate the subordination provided for in
the Indenture and appoints the Trustee its attorney-in-fact for such purposes.




          (6) OPTIONAL REDEMPTION.




          (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 6, the Company will not
have the option to redeem the Notes prior to October 15, 2010. On or after October 15, 2010, the
Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice,
at the redemption prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to, but
not including, the applicable redemption date, if redeemed during the twelve-month period beginning
on October 15 of the years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant interest payment date:




A-6









 








	 	 	 	 	 
	Year	 	Percentage
	2010

	 	 	104.563	%
	2011

	 	 	103.042	%
	2012

	 	 	101.521	%
	2013 and thereafter

	 	 	100.000	%






          Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.




          (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, at any time prior
to October 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture (including any Additional Notes issued after
the Issue Date) at a redemption price of 109.125% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, to, but not including the redemption date, with
the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% in aggregate
principal amount of the Notes issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2)
that such redemption occurs within 180 days of the date of the closing of such Equity Offering.




          (c) At any time prior to October 15, 2010, the Company may also redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest payment date.




          (7) MANDATORY REDEMPTION. The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.




          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed by first class mail 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, except that redemption notices may be mailed more than 60 days
prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or
a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. Unless the Company defaults in the payment
of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.




          (9) REPURCHASE AT THE OPTION OF HOLDER.




          (a) If there is a Change of Control, the Company will make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an




A-7









 







integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101%
of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and
Additional Interest, if any, on the Notes repurchased to, but not including, the date of purchase,
subject to the rights of Holders on the relevant record date to receive interest due on the
relevant interest payment date. Within 30 days following any Change of Control, the Company will
mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.




          (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company will make an offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in
the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an
"Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Additional Interest, if any, thereon to, but excluding, the date of
purchase, in accordance with the procedures set forth in the Indenture. To the extent that, any
Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company may use those
Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled “Option of Holder
to Elect Purchase” attached to the Notes.




          (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. 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.




          (11) PERSONS DEEMED OWNERS. The registered Holder of a Note shall be treated as its owner for
all purposes.




          (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Notes or the Note Guarantees may be amended or supplemented with the consent of the Company and
Holders of at least a majority in aggregate principal amount of the then outstanding Notes,
including Additional Notes, if any, voting as a single

A-8









 








class, and any existing Default or Event or Default or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes, including Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or
the Notes or the Note Guarantees may be amended or supplemented (i) to cure any ambiguity, defect
or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of
certificated Notes, (iii) to provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation or
sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable, (iv)
to make any change that would provide any additional rights or benefits to the Holders or that does
not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply with
the requirements of the SEC in order to effect or maintain the qualification of the Indenture under
the TIA, (vi) to conform the text of the Indenture, the Note Guarantees or the Notes to any
provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated
September 30, 2005, to the extent that such provision in that “Description of the Notes” was
intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the
Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set
forth in the Indenture; (viii) to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Note Guarantee with respect to the Notes and to release Guarantors from the Note
Guarantee in accordance with the terms of the Indenture; (ix) to comply with the rules of any
applicable securities depositary; or (x) to provide for a successor Trustee in accordance with the
terms of the Indenture or to otherwise comply with any requirement of the Indenture.




          (13) DEFAULTS AND REMEDIES. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency with respect to the
Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately 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 Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may,
on behalf of the Holders of all of the Notes, rescind an acceleration or 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 premium or Additional Interest, if any, 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.




          (14) DISCHARGE AND DEFEASANCE. Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes, the Note Guarantees and the Indenture if
the Company deposits with the Trustee money or Government Securities for the payment of principal
of and interest on the Notes to redemption or maturity, as the case may be.




A-9









 








          (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.




          (16) NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer,
employee, incorporator, stockholder or member of the Company, any Parent or any Subsidiary, as
such, will have any liability for any obligations of the Company or the Guarantors under the Notes,
the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.




          (17) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.




          (18) 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).




          (19) 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 will have all the rights set forth in the Registration
Rights Agreement dated as of October 17, 2005, among the Company, the Guarantors and the Placement
Agents named therein or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of any Additional Notes
(collectively, the “Registration Rights Agreement”).




          (20) CUSIP NUMBERS, ISINS. The Company has caused CUSIP numbers and ISINs to be printed on
the Notes, and the Trustee may use CUSIP numbers and ISINs 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.




          (21) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.




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



Chart Industries, Inc.

One Infinity Corporate Centre Drive

Suite 300




A-10









 








Garfield Heights, OH 44125

Facsimile No.: (440) 753-1491

Attention: Chief Financial Officer




A-11









 








ASSIGNMENT FORM




          To assign this Note, fill in the form below:




	 	 	 
	(I)
or (we) assign and transfer this Note to: 
	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)
	 
	 	 
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)

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






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




Date:                      




Your Signature:                                                             

(Sign exactly as your name                 

appears on the face of this Note)         




Signature Guarantee*:                                                             





	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).






A-12










 







OPTION OF HOLDER TO ELECT PURCHASE




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




          o     Section 4.10                                                  o     Section 4.15




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




$                    




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name
	 

	 	 	 	appears on the face of this Note)






	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A-13









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




[To be inserted for Rule 144A Global Note]




          The following exchanges of a part of this Rule 144A 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 Rule 144A Global Note, have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Amount of	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	decrease in	 	 	increase in	 	 	at Maturity	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 	Principal Amount	 	 	of this Global Note	 	 	Signature of	 
	 	 	 	 	 	 	at Maturity	 	 	at Maturity	 	 	following such	 	 	authorized officer	 
	 	 	 	 	 	 	of	 	 	of	 	 	decrease	 	 	of Trustee or	 
	Date of Exchange	 	 	 	 	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[To be inserted for Regulation S Global Note]




     The following exchanges of a part of this Regulation S Global Note for an interest in another
Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note,
have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Amount of	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	decrease in	 	 	increase in	 	 	at Maturity	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 	Principal Amount	 	 	of this Global Note	 	 	Signature of	 
	 	 	 	 	 	 	at Maturity	 	 	at Maturity	 	 	following such	 	 	authorized officer	 
	 	 	 	 	 	 	of	 	 	of	 	 	decrease	 	 	of Trustee or	 
	Date of Exchange	 	 	 	 	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





A-14









 






EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Chart Industries, Inc.

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, OH 44125

Facsimile No.: (440) 753-1491




The Bank of New York

Corporate Trust Division

101 Barclay Street, 8th Floor West

New York, NY 10286

Facsimile No.: (212) 815-5707

Attention: Corporate Trust Division




Re:
91/8%
Senior Subordinated Notes due 2015




          Reference is hereby made to the Indenture, dated as of October 17, 2005 (the “Indenture”),
among Chart Industries, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank
of New York, a New York banking corporation, 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.     o     Check if Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant
to and in accordance with Rule 144A under the 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 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 Restricted Definitive Note and
in the Indenture and the Securities Act.








B-1









 








          2.     o     Check if Transferee will take delivery of a beneficial interest in a Legended
Regulation S Global Note or a Restricted 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 designated 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(b) 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 Restricted 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 Legended Regulation S Global Note and/or the Restricted
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 the IAI
Global Note or a Restricted 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;



or





      (d)    o      such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation



B-2









 






within the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in the form of
Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in 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 be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the IAI Global Note
and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.



          4.     o     Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.




          (a)    o      Check 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)    o      Check 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 the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.




          (c)    o      Check 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






B-3









 







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-4









 








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)
	 	o
	 	Regulation S Global Note (CUSIP                     ), or
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	o
	 	IAI Global Note (CUSIP                     ); or
	 
	 	 	 	 	 	 
	(b)	 	o	 	a Restricted Definitive Note.
	 
	 	 	 	 	 	 
	2.	 	After the Transfer the Transferee will hold:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	          [CHECK ONE]
	 
	 	 	 	 	 	 
	(a)	 	o	 	a beneficial interest in the:
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	o
	 	144A Global Note (CUSIP                     ), or
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	o
	 	Regulation S Global Note (CUSIP                     ), or
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	o
	 	IAI Global Note (CUSIP                     ); or
	 
	 	 	 	 	 	 
	 

	 	(iv)
	 	o
	 	Unrestricted Global Note (CUSIP                     ); or
	 
	 	 	 	 	 	 
	(b)	 	o	 	a Restricted Definitive Note; or
	 
	 	 	 	 	 	 
	(c)	 	o	 	an Unrestricted Definitive Note,
	 
	 	 	 	 	 	 
	in accordance with the terms of the Indenture.






B-5









 






EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Chart Industries, Inc.

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, OH 44125

Facsimile No.: (440) 753-1491




The Bank of New York

Corporate Trust Division

101 Barclay Street, 8th Floor West

New York, NY 10286

Facsimile No.: (212) 815-5707

Attention: Corporate Trust Division




Re:
91/8%
Senior Subordinated Notes due 2015




(CUSIP                     )




          Reference is hereby made to the Indenture, dated as of October 17, 2005 (the “Indenture”),
among Chart Industries, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank
of New York, a New York banking corporation, 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)     o     Check 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 Global Notes and pursuant to and in accordance
with the 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.







C-1









 








          (b)     o     Check 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
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
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 Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.




          (c)     o     Check 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)     o     Check 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)     o     Check 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.




C-2









 








          (b)     o     Check 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 [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI
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 Global Notes 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.




          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:                     




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EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Chart Industries, Inc.

One Infinity Corporate Centre Drive

Suite 300

Garfield Heights, OH 44125

Facsimile No.: (440) 753-1491




The Bank of New York

Corporate Trust Division

101 Barclay Street, 8th Floor West

New York, NY 10286

Facsimile No.: (212) 815-5707

Attention: Corporate Trust Division




Re: 9 1/8% Senior Subordinated Notes due 2015




          Reference is hereby made to the Indenture, dated as of October 17, 2005 (the “Indenture”),
among Chart Industries, Inc., as issuer (the “Company”), the guarantors party thereto and The Bank
of New York, a New York banking corporation, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.




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




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




          (b)     o     a Definitive Note,




          we confirm that:




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




          2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to







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such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in
respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.




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




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




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




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




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	     [Insert Name of Accredited Investor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         





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EXHIBIT E




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                                         , 200___,
among                                          (the “New Guarantor”), a subsidiary of Chart Industries, Inc., a Delaware
corporation (the “Company”), and The Bank of New York, a New York banking corporation, as trustee
under the Indenture referred to below (the “Trustee”).



WITNESSETH




          WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the
Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of
October 17, 2005 providing for the issuance of
91/8% Senior Subordinated Notes due 2015 (the
“Notes”);



          WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the New
Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing
Guarantors are authorized to execute and deliver this Supplemental Indenture.



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



          1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings
assigned to them in the Indenture.



          2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all
existing Guarantors (if any), to provide an unconditional guarantee on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture, including the provisions relating the subordination of such guarantee
set forth in Article 10, and the Notes and to perform all of the obligations and agreements of a
Guarantor under the Indenture.



          3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer,
employee, incorporator, stockholder or member of the Company, any parent entity of the Company or
any Subsidiary, as such, will have any liability for any obligations of the Company or the
Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their



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creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.



          4. NOTICES. All notices or other communications to the New Guarantor shall be given as
provided in Section 13.02 of the Indenture.



          5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



          6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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



          8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



          9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.



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



Dated:                     , 20___




	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CHART INDUSTRIES, INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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