exhibit_4-2.htm


     

    
      
        

      
EXHIBIT 4.2


    
      


       

      


    

    SOLUTIA
INC.,

    as
Issuer

     

    THE
GUARANTORS PARTY HERETO, as Guarantors

     

    AND

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as
Trustee

     

    
      


       

      


    

    83⁄4%
SENIOR NOTES DUE 2017

     

    FIRST
SUPPLEMENTAL INDENTURE DATED AS OF

     

    October 15,
2009

     

    TO THE
INDENTURE DATED AS OF

     

    October
15, 2009

     

    


     

    
      


    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      TABLE
OF CONTENTS

      


      ARTICLE
1

      


      ESTABLISHMENT;
DEFINITIONS AND INCORPORATION BY REFERENCE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	 	
                                                          Pagee

                                                        	 
	
                                                          SECTION
      1.01

                                                        	
                                                          Establishment

                                                        	 	 	1	 
	
                                                          SECTION
      1.02

                                                        	
                                                          Definitions

                                                        	 	 	2	 
	
                                                          SECTION
      1.03

                                                        	
                                                          Other
      Definitions

                                                        	 	 	26	 
	
                                                          SECTION
      1.04

                                                        	
                                                          Incorporation
      by Reference of Trust Indenture Act

                                                        	 	 	27	 
	
                                                          SECTION
      1.05

                                                        	
                                                          Rules
      of Constructions

                                                        	 	 	27	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



       

      


      ARTICLE
2

      


      THE
NOTES

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SECTION
      2.01

                                            	
                                              Form
      and Dating

                                            	 	 	28	 
	
                                              SECTION
      2.02

                                            	
                                              Execution
      and Authentication

                                            	 	 	28	 
	
                                              SECTION
      2.03

                                            	
                                              Registrar
      and Paying Agent

                                            	 	 	29	 
	
                                              SECTION
      2.04

                                            	
                                              Paying
      Agent to Hold Money in Trust

                                            	 	 	29	 
	
                                              SECTION
      2.05

                                            	
                                              Holder
      Lists

                                            	 	 	29	 
	
                                              SECTION
      2.06

                                            	
                                              Transfer
      and Exchange

                                            	 	 	30	 
	
                                              SECTION
      2.07

                                            	
                                              Replacement
      Notes

                                            	 	 	32	 
	
                                              SECTION
      2.08

                                            	
                                              Outstanding
      Notes

                                            	 	 	33	 
	
                                              SECTION
      2.09

                                            	
                                              Treasury
      Notes

                                            	 	 	33	 
	
                                              SECTION
      2.10

                                            	
                                              Temporary
      Notes

                                            	 	 	33	 
	
                                              SECTION
      2.11

                                            	
                                              Cancellation

                                            	 	 	33	 
	
                                              SECTION
      2.12

                                            	
                                              CUSIP
      or ISIN Numbers

                                            	 	 	34	 
	
                                              SECTION
      2.13

                                            	
                                              Additional
      Notes

                                            	 	 	34	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      ARTICLE
3

      


      REDEMPTION
AND PREPAYMENT

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    SECTION
      3.01

                                  	
                                    Notices
      to Trustee

                                  	 	 	34	 
	
                                    SECTION
      3.02

                                  	
                                    Selection
      of Notes to be Redeemed

                                  	 	 	35	 
	
                                    SECTION
      3.03

                                  	
                                    Notice
      of Redemption

                                  	 	 	35	 
	
                                    SECTION
      3.04

                                  	
                                    Effect
      of Notice Upon Redemption

                                  	 	 	36	 
	
                                    SECTION
      3.05

                                  	
                                    Deposit
      of Redemption Price

                                  	 	 	36	 
	
                                    SECTION
      3.06

                                  	
                                    Notes
      Redeemed in Part

                                  	 	 	36	 
	
                                    SECTION
      3.07

                                  	
                                    Optional
      Redemption

                                  	 	 	36	 
	
                                    SECTION
      3.08

                                  	
                                    Mandatory
      Redemption

                                  	 	 	37	 
	
                                    SECTION
      3.09

                                  	
                                    Offer
      to Purchase

                                  	 	 	37	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      ARTICLE
4

      


      COVENANTS

      


      


      
        
          
            
              	
                      SECTION
      4.01

                    	
                      Payment
      of Notes

                    	 	 	39	 
	
                      SECTION
      4.02

                    	
                      Maintenance
      of Office or Agency

                    	 	 	39	 


            

          

        

      

      


       

       

      
        
          i

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                SECTION
      4.03

                                              	
                                                Reports

                                              	 	 	40	 
	
                                                SECTION
      4.04

                                              	
                                                Compliance
      Certificate

                                              	 	 	40	 
	
                                                SECTION
      4.05

                                              	
                                                [Reserved]

                                              	 	 	41	 
	
                                                SECTION
      4.06

                                              	
                                                [Reserved]

                                              	 	 	41	 
	
                                                SECTION
      4.07

                                              	
                                                Restricted
      Payments

                                              	 	 	41	 
	
                                                SECTION
      4.08

                                              	
                                                Dividend
      and Other Payment Restrictions Affecting Subsidiaries

                                              	 	 	43	 
	
                                                SECTION
      4.09

                                              	
                                                Incurrence
      of Indebtedness

                                              	 	 	45	 
	
                                                SECTION
      4.10

                                              	
                                                Limitation
      on Asset Sales

                                              	 	 	48	 
	
                                                SECTION
      4.11

                                              	
                                                Affiliate
      Transactions

                                              	 	 	50	 
	
                                                SECTION
      4.12

                                              	
                                                Liens

                                              	 	 	51	 
	
                                                SECTION
      4.13

                                              	
                                                Offer
      to Repurchase Upon Change of Control

                                              	 	 	51	 
	
                                                SECTION
      4.14

                                              	
                                                Corporate
      Existence

                                              	 	 	51	 
	
                                                SECTION
      4.15

                                              	
                                                Additional
      Guarantors

                                              	 	 	51	 
	
                                                SECTION
      4.16

                                              	
                                                Suspension
      of Covenants

                                              	 	 	52	 
	
                                                SECTION
      4.17

                                              	
                                                Conduct
      of Business

                                              	 	 	52	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      ARTICLE
5

      


      SUCCESSORS

      


      


      
        
          
            
              	
                      SECTION
      5.01

                    	
                      Merger,
      Consolidation, or Sale of Assets

                    	 	 	53	 
	
                      SECTION
      5.02

                    	
                      Successor
      Corporation Substituted

                    	 	 	54	 


            

          

        

      

      


      


      ARTICLE
6

      


      DEFAULTS
AND REMEDIES

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        SECTION
      6.01

                                      	
                                        Events
      of Default

                                      	 	 	55	 
	
                                        SECTION
      6.02

                                      	
                                        Acceleration

                                      	 	 	56	 
	
                                        SECTION
      6.03

                                      	
                                        Other
      Remedies

                                      	 	 	57	 
	
                                        SECTION
      6.04

                                      	
                                        Amendments
      and Waivers

                                      	 	 	57	 
	
                                        SECTION
      6.05

                                      	
                                        Control
      by Majority

                                      	 	 	57	 
	
                                        SECTION
      6.06

                                      	
                                        Limitation
      on Suits

                                      	 	 	57	 
	
                                        SECTION
      6.07

                                      	
                                        Rights
      of Holders of Notes to Receive Payment

                                      	 	 	58	 
	
                                        SECTION
      6.08

                                      	
                                        Collection
      Suit by Trustee

                                      	 	 	58	 
	
                                        SECTION
      6.09

                                      	
                                        Trustee
      May File Proofs of Claim

                                      	 	 	58	 
	
                                        SECTION
      6.10

                                      	
                                        Priorities

                                      	 	 	59	 
	
                                        SECTION
      6.11

                                      	
                                        Undertaking
      for Costs

                                      	 	 	59	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      ARTICLE
7

      


      TRUSTEE

      


      


      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      7.01

                              	
                                Certain
      Duties and Responsibilities

                              	 	 	59	 
	
                                SECTION
      7.02

                              	
                                Notice
      of Defaults

                              	 	 	60	 
	
                                SECTION
      7.03

                              	
                                Certain
      Rights of Trustee

                              	 	 	60	 
	
                                SECTION
      7.04

                              	
                                Not
      Responsible for Recitals or Issuance of Notes

                              	 	 	61	 
	
                                SECTION
      7.05

                              	
                                May
      Hold Notes and Serve as Trustee Under Other Indentures

                              	 	 	61	 
	
                                SECTION
      7.06

                              	
                                Money
      Held in Trust

                              	 	 	61	 
	
                                SECTION
      7.07

                              	
                                Compensation
      and Reimbursement

                              	 	 	62	 


                      

                    

                  

                

              

            

          

        

      

      


      


      


      


       

      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      7.08

                              	
                                Disqualifications:  Conflicting
      Interests

                              	 	 	62	 
	
                                SECTION
      7.09

                              	
                                Corporate
      Trustee Required:  Eligibility

                              	 	 	62	 
	
                                SECTION
      7.10

                              	
                                Resignation
      and Removal; Appointment of Successor

                              	 	 	63	 
	
                                SECTION
      7.11

                              	
                                Acceptance
      of Appointment by Successor

                              	 	 	64	 
	
                                SECTION
      7.12

                              	
                                Merger,
      Conversion, Consolidation or Succession to Business

                              	 	 	64	 
	
                                SECTION
      7.13

                              	
                                Preferential
      Collection of Claims Against Issuer

                              	 	 	65	 
	
                                SECTION
      7.14

                              	
                                Investment
      of Certain Payments Held by the Trustee

                              	 	 	65	 


                      

                    

                  

                

              

            

          

        

      

      


      ARTICLE
8

      


      LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      8.01

                                	
                                  Option
      to Effect Legal Defeasance or Covenant Defeasance

                                	 	 	65	 
	
                                  SECTION
      8.02

                                	
                                  Legal
      Defeasance and Discharge

                                	 	 	65	 
	
                                  SECTION
      8.03

                                	
                                  Covenant
      Defeasance

                                	 	 	66	 
	
                                  SECTION
      8.04

                                	
                                  Conditions
      to Legal or Covenant Defeasance

                                	 	 	66	 
	
                                  SECTION
      8.05

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

                                	 	 	67	 
	
                                  SECTION
      8.06

                                	
                                  Satisfaction
      and Discharge

                                	 	 	68	 
	
                                  SECTION
      8.07

                                	
                                  Repayment
      to Issuer

                                	 	 	68	 
	
                                  SECTION
      8.08

                                	
                                  Survival

                                	 	 	69	 


                        

                      

                    

                  

                

              

            

          

        

      

      


      


      ARTICLE
9

      


      AMENDMENT,
SUPPLEMENT AND WAIVER

      


      


      
        
          
            
              
                
                  
                    	
                            SECTION
      9.01

                          	
                            Without
      Consent of Holder

                          	 	 	69	 
	
                            SECTION
      9.02

                          	
                            Supplemental
      Indentures with Consent of Holders

                          	 	 	70	 
	
                            SECTION
      9.03

                          	
                            Compliance
      with Trust Indenture Act

                          	 	 	71	 
	
                            SECTION
      9.04

                          	
                            Revocation
      and Effect of Consents

                          	 	 	71	 
	
                            SECTION
      9.05

                          	
                            Trustee
      to Sign Amendments

                          	 	 	71	 


                  

                

              

            

          

        

      

      


      


      ARTICLE
10

      


      [RESERVED]

      


      ARTICLE
11

      


      GUARANTEES

      


      


      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      11.01

                              	
                                Guarantees

                              	 	 	72	 
	
                                SECTION
      11.02

                              	
                                Limitation
      on Liability

                              	 	 	73	 
	
                                SECTION
      11.03

                              	
                                Successors
      and Assigns

                              	 	 	73	 
	
                                SECTION
      11.04

                              	
                                No
      Waiver

                              	 	 	73	 
	
                                SECTION
      11.05

                              	
                                [Reserved]

                              	 	 	73	 
	
                                SECTION
      11.06

                              	
                                Release
      of Guarantor

                              	 	 	73	 
	
                                SECTION
      11.07

                              	
                                Contribution

                              	 	 	74	 


                      

                    

                  

                

              

            

          

        

      

      


      


      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


       

      ARTICLE
12

      


      [RESERVED]

      


      ARTICLE
13

      


      MISCELLANEOUS

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                SECTION
      13.01

                                              	
                                                Trust
      Indenture Act Controls

                                              	 	 	74	 
	
                                                SECTION
      13.02

                                              	
                                                Notices

                                              	 	 	74	 
	
                                                SECTION
      13.03

                                              	
                                                Communication
      by Holders of Notes with Other Holders of Notes

                                              	 	 	75	 
	
                                                SECTION
      13.04

                                              	
                                                Certificate
      and Opinion as to Conditions Precedent

                                              	 	 	76	 
	
                                                SECTION
      13.05

                                              	
                                                Statements
      Required in Certificate or Opinion

                                              	 	 	76	 
	
                                                SECTION
      13.06

                                              	
                                                Rules
      by Trustee and Agents

                                              	 	 	76	 
	
                                                SECTION
      13.07

                                              	
                                                No
      Personal Liability of Directors, Officers, Employees and
      Stockholders

                                              	 	 	76	 
	
                                                SECTION
      13.08

                                              	
                                                Governing
      Law

                                              	 	 	76	 
	
                                                SECTION
      13.09

                                              	
                                                No
      Adverse Interpretation of Other Agreements

                                              	 	 	77	 
	
                                                SECTION
      13.10

                                              	
                                                Successors

                                              	 	 	77	 
	
                                                SECTION
      13.11

                                              	
                                                Severability

                                              	 	 	77	 
	
                                                SECTION
      13.12

                                              	
                                                Counterpart
      Originals

                                              	 	 	77	 
	
                                                SECTION
      13.13

                                              	
                                                Table
      of Contents, Headings, Etc.

                                              	 	 	77	 
	
                                                SECTION
      13.14

                                              	
                                                Force
      Majeure

                                              	 	 	77	 
	
                                                SECTION
      13.15

                                              	
                                                Note
      Purchases by Issuer and Affiliates

                                              	 	 	77	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      


      
 

      


       


      
        
          iv 


        

        
           


          
            

          

        

        
           


        

      




    SOLUTIA
INC.

    RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

    AND FIRST
SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 2009

    


    
      
        
          
            
              	
                      Section
      of Trust
      Indenture Act
      of 1939

                    	 	
                      Section(s)
      of

                      First
      Supplemental Indenture

                    	 
	
                      §
      310       (a)(1)

                    	 	 	7.10	 
	
                      (a)(2)                                                                                 

                    	 	 	7.10	 
	
                      (a)(3)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (a)(4)                                                                                 

                    	 	
                      N.A.

                    	
                       

                    
	
                      (a)(5)

                    	 	 	7.10	 
	
                      (b)                                                                                 

                    	 	 	7.08,
      7.10	 
	
                      (c)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      §
      311       (a)

                    	 	 	7.11	 
	
                      (b)                                                                                 

                    	 	 	7.11	 
	
                      (c)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      §
      312       (a)

                    	 	 	2.05,
      13.03	 
	
                      (b)                                                                                 

                    	 	 	2.05,
      13.03	 
	
                      (c)                                                                                 

                    	 	 	2.05	 
	
                      §
      313       (a)

                    	 	 	7.06	 
	
                      (b)(1)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (b)(2)                                                                                 

                    	 	 	7.06,
      7.07	 
	
                      (c)                                                                                 

                    	 	 	7.06,
      13.02	 
	
                      (d)                                                                                 

                    	 	 	7.06,
      13.02	 
	
                      §
      314       (a)

                    	 	 	4.03,
      4.04, 13.05	 
	
                      (b)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (c)(1)                                                                                 

                    	 	 	13.04	 
	
                      (c)(2)                                                                                 

                    	 	 	13.04	 
	
                      (c)(3)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (d)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (e)                                                                                 

                    	 	 	13.05	 
	
                      §
      315       (a)

                    	 	 	7.01	 
	
                      (b)                                                                                 

                    	 	 	7.05,
      11.02	 
	
                      (c)                                                                                 

                    	 	 	7.01	 
	
                      (d)                                                                                 

                    	 	 	7.01	 
	
                      (e)                                                                                 

                    	 	 	6.11	 
	
                      §
      316       (a)(1)(A)

                    	 	 	6.05	 
	
                      (a)(1)(B)                                                                                 

                    	 	 	6.04	 
	
                      (a)(2)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (a) (last
      sentence)                                                                                 

                    	 	 	6.11	 
	
                      (b)                                                                                 

                    	 	 	6.07	 
	
                      §
      317       (a)(1)

                    	 	 	6.08	 
	
                      (a)(2)                                                                                 

                    	 	 	6.09	 
	
                      (b)                                                                                 

                    	 	 	2.04	 
	
                      §
      318       (a)

                    	 	 	13.01	 
	
                      (b)                                                                                 

                    	 	
                      N.A.

                    	 
	
                      (c)                                                                                 

                    	 	 	13.01	 


            

          

        

      

    

    _________________

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


    
      
        
          -v-

        

         


      

      
         


        
          

        

      

      
         


      

    


    This
FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 2009 (this “First
Supplemental Indenture”), is by and between Solutia Inc., a Delaware
corporation (such corporation and any successor as defined in the Base
Indenture, the “Issuer”),
the Guarantors (as defined below) and The Bank of New York Mellon Trust Company,
N.A., a national banking association, as trustee (such institution and any
successor as defined in the Base Indenture, the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
the Issuer has previously executed and delivered an indenture, dated as of
October 15, 2009 (the “Base
Indenture”), with the Trustee providing for the issuance from time to
time of one or more series of the Issuer’s senior debt securities;

     

    WHEREAS,
Section 901 of the Base Indenture provides that the Issuer and the Trustee may
enter into an indenture supplemental to the Base Indenture to establish the form
or terms of Securities of any series as permitted by Section 301 and Section 901
of the Base Indenture; and

     

    WHEREAS,
the Issuer is entering into this First Supplemental Indenture to establish the
form and terms of its 83⁄4% Senior Notes due 2017 (the “Notes”;  which
defined term shall include the Initial Notes and any Additional
Notes);

     

    WHEREAS,
the Base Indenture is incorporated herein by reference and the Base Indenture,
as supplemented by this First Supplemental Indenture is herein called this
“Indenture,”
as that term is defined in the Base Indenture; and

     

    WHEREAS,
all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make it a valid and binding obligation of the
Issuer and the Guarantors have been done or performed.

     

    NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Issuer, the Guarantors and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the Notes.

     

    ARTICLE
1

    


     

    ESTABLISHMENT;
DEFINITIONS AND INCORPORATION BY REFERENCE

     

    
      	
              SECTION
      1.01.  

            	
              Establishment

            


    

     

    .

     

    (a) There is
hereby established a new series of Securities to be issued under this First
Supplemental Indenture, to be designated as the Issuer’s 83⁄4% Senior Notes due
2017.

     

    (b) There are
to be authenticated and delivered on the date hereof Four Hundred Million
Dollars ($400,000,000) aggregate principal amount of the
Notes.  Additional Notes may be issued under this First Supplemental
Indenture after the date hereof in accordance with Section 2.13.

     

    (c) The Notes
shall be issued in the form of one or more permanent Notes in substantially the
form set out in Exhibit A
hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Each Note
shall be dated the date of authentication thereof and shall bear interest from
the date of original issuance thereof or from the most recent date to which
interest has been paid or duly provided for.

     

    (e) With
respect to the Notes (and any Guarantees endorsed thereon) only, the Base
Indenture shall be supplemented pursuant to Sections 201, 301 and 901 thereof to
establish the terms of the Notes (and any Guarantees endorsed thereon) as set
forth in this First Supplemental Indenture, including as follows:

     

    (i) the
provisions of Articles 1, 3, 4, 5, 6, 8, 9, 10 and 11 of the Base Indenture are
deleted and replaced in their entirety (other than Sections 103, 104, 111, 114,
512 and 906 of the Base Indenture) by the provisions of Articles 1 and 13, 2, 8,
6, 7, 5, 9, 4 and 3, respectively, of this First Supplemental
Indenture;

     

    (ii) the form
and terms of the securities representing the Notes required to be established
pursuant to Article 2 of the Base Indenture shall be established in accordance
with Article 2 of this First Supplemental Indenture; and

     

    (iii) the
provisions of Article 12 of the Base Indenture shall not be applicable to the
Notes.

     

    To the
extent that the provisions of this First Supplemental Indenture (including those
referred to in clauses (i) and (ii) immediately above) conflict with any
provision of the Base Indenture, the provisions of this First Supplemental
Indenture shall govern and be controlling solely with respect to the Notes (and
any Guarantees endorsed thereon).

     

    (f) Unless
otherwise expressly specified, references in this First Supplemental Indenture
to specific Article numbers or Section numbers refer to Articles and Sections
contained in this First Supplemental Indenture, and not the Base Indenture or
any other document.

     

    
      	
              SECTION
      1.02.  

            	
              Definitions

            


    

     

     

    (a) All
capitalized terms used herein and not otherwise defined below shall have the
meanings ascribed thereto in the Base Indenture.

     

    (b) The
following are definitions used in this First Supplemental Indenture and to the
extent that a term is defined both herein and in the Base Indenture, unless
otherwise specified, the definition in this First Supplemental Indenture shall
govern solely with respect to the Notes (and any Guarantee endorsed
thereon).

     

    “Acquired
Indebtedness” means (1) with respect to any Person that becomes a
Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
and (2) with respect to the Issuer or any Restricted Subsidiary, any
Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary)
existing at the time such Person is merged with or into the Issuer or a
Restricted Subsidiary, or Indebtedness expressly assumed in connection with the
acquisition of the stock or any asset or assets from another Person; provided that such
Indebtedness was not incurred by such Person in connection with or in
contemplation of such merger or acquisition.

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Additional
Notes” means, subject to the Issuer’s compliance with Section 4.09, 83⁄4%
Senior Notes due 2017 issued from time to time after the Issue Date under the
terms of this First Supplemental Indenture (other than pursuant to Sections
2.06, 2.07, 2.10 or 3.06 of this First Supplemental Indenture).

     

    “affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled”
have meanings correlative to the foregoing.

     

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

     

    (1)           1.0%
of the principal amount of such Note; and

     

    (2)           the
excess, if any, of (a) the present value at such Redemption Date of (i) the
redemption price of such Note at November 1, 2013 (such redemption price being
set forth in Section 3.07), plus (ii) all required interest payments due on such
Note through November 1, 2013 (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) then outstanding
principal amount of such Note.

     

    “Asset
Sale” means any Transfer by the Issuer or any Restricted Subsidiary
(other than to the Issuer or a Restricted Subsidiary) of:

     

    (1)          any
shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares and, to the extent required by local ownership laws in foreign
countries, shares owned by foreign shareholders);

     

    (2)           all
or substantially all the assets of any division, business segment or comparable
line of business of the Issuer or any Restricted Subsidiary; or

     

    (3)           any
other assets of the Issuer or any Restricted Subsidiary outside of the ordinary
course of business of the Issuer or such Restricted Subsidiary.

     

    Notwithstanding
the foregoing, the term “Asset Sale” shall not include:

     

    (a)           for
purposes of Section 4.10, a Transfer that constitutes a Permitted Investment or
a Restricted Payment permitted by Section 4.07 or permitted under Section
5.01.

     

    (b)           sales
of accounts receivable of the type specified in the definition of “Qualified
Securitization Transaction” to a Securitization Entity for the Fair Market Value
thereof;

     

    (c)           sales
or grants of non-exclusive licenses to use the patents, trade secrets, know-how
and other intellectual property of the Issuer or any Restricted Subsidiary to
the extent that such licenses are granted in the ordinary course of business,
and do not prohibit the Issuer or any Restricted Subsidiary from using the
technologies licensed and do not require the Issuer or any Restricted Subsidiary
to pay any fees for any such use;

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)           a
Transfer pursuant to any foreclosure of assets or other remedy provided by
applicable law by a creditor of the Issuer or any Restricted Subsidiary with a
Lien on such assets, if such Lien is permitted under this First Supplemental
Indenture;

     

    (e)           a
Transfer involving only Temporary Cash Investments or Inventory in the ordinary
course of business;

     

    (f)           any
Transfer of damaged, worn-out or obsolete equipment in the ordinary course of
business;

     

    (g)           the
lease or sublease of any real or personal property in the ordinary course of
business;

     

    (h)           a
Transfer of assets having a Fair Market Value and a sale price of less than $5.0
million;

     

    (i)           any
Transfer constituting a taking, condemnation or other eminent domain proceeding
for which no proceeds are received;

     

    (j)           dispositions
of accounts receivable in connection with the collection or compromise
thereof;

     

    (k)           dispositions
of property to the extent that such property is exchanged for credit against the
purchase price of similar replacement property which is concurrently purchased
pursuant to a transaction otherwise permitted hereunder, in each case under
Section 1031 of the Code; or

     

    (l
)           dispositions
of the Equity Interests of or other Investments in any joint venture to the
extent required by the terms of customary buy/sell type arrangements entered
into in connection with the formation of such joint venture.

     

    “Bank Collateral
Agent” means, collectively, the Persons designated as such under the
Credit Facilities or any Person otherwise performing the duties typical of a
collateral agent under a credit facility like the Credit
Facilities.

     

    “Capital Lease
Obligations” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance
with GAAP.  The amount of Indebtedness represented by such obligation
shall be the capitalized amount of such obligation determined in accordance with
GAAP (except for temporary treatment of construction-related expenditures paid
by any Person other than the Issuer or any of its Restricted Subsidiaries under
EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” which will
ultimately be treated as operating leases upon a sale-leaseback transaction),
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty.

     

    “Capital
Stock” of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (1)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of Voting Stock
representing 50% or more of the voting power of the total outstanding Voting
Stock of the Issuer;

     

    (2)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors whose
election to the Board of Directors or whose nomination for election by the
shareholders of the Issuer was approved by a vote of the majority of the
directors of the Issuer then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office;

     

    (3)           the
Issuer consolidates with or merges with or into another Person or another Person
merges with or into the Issuer, or all or substantially all the assets of the
Issuer and the Restricted Subsidiaries, taken as a whole, are Transferred to
another Person, and, in the case of any such merger or consolidation, the
securities of the Issuer that are outstanding immediately prior to such
transaction and which represent 100% of the aggregate voting power of the Voting
Stock of the Issuer are changed into or exchanged for cash, securities or
property, unless pursuant to such transaction such securities are changed into
or exchanged for, in addition to any other consideration, securities of the
surviving Person that represent immediately after such transaction, at least a
majority of the aggregate voting power of the Voting Stock of the surviving
Person; or

     

    (4)           the
Issuer liquidates or dissolves or the stockholders of the Issuer adopt a plan of
liquidation or dissolution.

     

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

     

    “Consolidated
Coverage Ratio” as of any date of determination means the ratio of (a)
the aggregate amount of EBITDA for the period of the most recent four
consecutive fiscal quarters for which internal financial statements are
available to (b) Consolidated Fixed Charges for such four fiscal quarters; provided that:

     

    (1)           if
the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the
beginning of such period and prior to the event for which the Consolidated
Coverage Ratio is being calculated that remains outstanding prior to the event
for which the calculation is being made, EBITDA and Consolidated Fixed Charges
for such period shall be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been incurred on the first day of
such period and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period (except that, in
the case of Indebtedness used to finance working capital needs incurred under a
revolving credit or similar arrangement, the amount thereof shall be deemed to
be the average daily balance of such Indebtedness during such
four-fiscal-quarter period);

     

    (2)           if
since the beginning of such period the Issuer or any Restricted Subsidiary shall
have Transferred any assets in an Asset Sale, the EBITDA for such period shall
be reduced by an amount equal to the EBITDA (whether positive or negative)
directly attributable to the assets which are the subject of such Transfer for
such period, and Consolidated Fixed Charges for such period shall be reduced by
an amount equal to the Consolidated Fixed Charges directly attributable to any
Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased,
defeased, assumed by a third person (to the extent the Issuer and its Restricted
Subsidiaries are no longer liable for such Indebtedness) or otherwise discharged
with respect to the Issuer and its continuing Restricted Subsidiaries in
connection with such Transfer for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Fixed Charges for such period
directly attributable to the Indebtedness of such Restricted Subsidiary to the
extent the Issuer and its continuing Restricted Subsidiaries are no longer
liable for such Indebtedness after such sale);

     

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)           if
since the beginning of such period the Issuer or any Restricted Subsidiary (by
merger or otherwise) shall have made an Investment in any Restricted Subsidiary
(or any Person which becomes a Restricted Subsidiary) or an acquisition of
assets, which acquisition constitutes all or substantially all of an operating
unit or division of a business, including any such Investment or acquisition
occurring in connection with a transaction requiring a calculation to be made
hereunder, EBITDA and Consolidated Fixed Charges for such period shall be
calculated after giving pro forma effect thereto (including the incurrence of
any Indebtedness) as if such Investment or acquisition occurred on the first day
of such period;

     

    (4)           if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Issuer or any Restricted
Subsidiary since the beginning of such period) shall have made any Transfer of
assets in an Asset Sale, any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (2) or clause (3) above if made by the
Issuer or a Restricted Subsidiary during such period, EBITDA and Consolidated
Fixed Charges for such period shall be calculated after giving pro forma effect
thereto as if such Transfer, Investment or acquisition occurred on the first day
of such period; and

     

    (5)           if
the Issuer or any Restricted Subsidiary has repaid any Indebtedness since the
beginning of such period that no longer remains outstanding on such date of
determination, EBITDA and Consolidated Fixed Charges for such period shall be
calculated after giving effect on a pro forma basis to the repayment of such
Indebtedness as if such Indebtedness had repaid on the first day of such period
as if such discharge had occurred on the first day of such period.

     

    For
purposes of this definition, whenever pro forma effect is to be given to a
transaction, the amount of income, earnings or expense relating thereto and the
amount of Consolidated Fixed Charges associated with any Indebtedness incurred
in connection therewith, the pro forma calculations shall be (i) based on
the reasonable good faith judgment of a responsible financial or accounting
officer of the Issuer and (ii) set forth in a certificate delivered to the
Trustee from such officer (it may include, for the avoidance of doubt, cost
savings and operating expense reductions resulting from such transaction (which
are being given pro forma effect) that are reasonably expected to be realized in
the twelve month period immediately subsequent to such
transaction).  If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest of such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term in excess of 12 months).

     

    “Consolidated
Fixed Charges” means, with respect to any period, the sum (without
duplication) of:

     

    (1)           the
interest expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP consistently applied,
including, without limitation:

     

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)           amortization
of debt issuance costs and debt discount;

     

    (b)           
the net payments, if any, under Interest Rate Agreements (including amortization
of discounts);

     

    (c)           the
interest portion of any deferred payment obligation;

     

    (d)           accrued
interest;

     

    (e)           commissions,
discounts and other fees and charges incurred in respect of letters of credit or
bankers acceptance financings;

     

    (2)           the
interest component of the Capital Lease Obligations paid or accrued during such
period;

     

    (3)           all
interest capitalized during such period;

     

    (4)           interest
accrued during such period on Indebtedness of the type described in clause (6)
or (7) of the definition of “Indebtedness”;

     

    (5)           the
product of

     

    (a)           the
amount of all dividends on any series of Preferred Stock of the Issuer and the
Restricted Subsidiaries (other than dividends paid in Qualified Stock and other
than dividends paid to the Issuer or to a Restricted Subsidiary) paid, accrued
or scheduled to be paid or accrued during such period; and

     

    (b)           a
fraction, the numerator of which is one and the denominator of which is one
minus then current effective consolidated Federal, state and local tax rate of
the Issuer, expressed as a decimal;

     

    
      	
               
      

            	
              and

            


    

     

    (6)           fees
related to a Qualified Securitization Transaction.

     

    “Consolidated Net
Income” means, for any period, the net income (or loss) of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP consistently applied; provided that there shall not
be included in such Consolidated Net Income:

     

    (1)           any
extraordinary, unusual, or non-recurring gains or losses or
expenses;

     

    (2)           any
net income or loss of any Person if such Person is not a Restricted Subsidiary,
except Consolidated Net Income shall be increased by the amount of cash actually
distributed by such Person during such period to the Issuer or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution paid to a Restricted Subsidiary, to the
limitations contained in clause (3) below);

     

    (3)           the
net income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted, directly or indirectly, without prior approval
(that has not been obtained), pursuant to the terms of its charter or any
agreement, instrument and governmental regulation applicable to such Restricted
Subsidiary or its stockholders;

     

    
      
        7

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)           any
gain or loss realized upon the sale or other disposition of (x) any assets
(including pursuant to Sale and Leaseback Transactions) which is not sold or
otherwise disposed of in the ordinary course of business or (y) any Capital
Stock of any Person;

     

    (5)           any
net after-tax income or loss from discontinued operations; and

     

    (6)           the
cumulative effect of a change in accounting principles.

     

    “Consolidated Net
Tangible Assets” means, as of any date of determination, the Total Assets
less the sum of (1) the goodwill, net, and other intangible assets, and (2) all
current liabilities, in each case, reflected on the most recent consolidated
balance sheet of the Issuer and its Restricted Subsidiaries as at the end of the
most recently ended fiscal quarter for which financial statements have been or
are required to have been delivered pursuant to this First Supplemental
Indenture, as applicable, as of the date of determination, determined on a
consolidated basis in accordance with GAAP (and, in the case of any
determination relating to any Investment, on a Pro Forma Basis including any
property or assets being acquired in connection therewith).

     

    “Corporate Trust
Office” means an office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office of The Bank of
New York Mellon Trust Company, N.A., at the date of the execution of this First
Supplemental Indenture is located at 2 North LaSalle Street, Suite 1020,
Chicago, IL 60602, Attn:  Corporate Trust Administration.

     

    “Credit
Facilities” means (i) that certain $400,000,000 Credit Agreement dated as
of February 28, 2008 among the Issuer, as U.S. borrower, Solaria Europe SPRL/BVA
and Flexsys SA/NV, as European borrowers, the lenders named therein, and
Citibank, N.A. as administrative agent and as collateral agent, (ii) that
certain $1,200,000,000 Credit Agreement dated as of February 28, 2008 among the
Issuer, as borrower, the lenders named therein, and Citibank, N.A. as
administrative agent and as collateral agent, and (iii) any other documents
evidencing Indebtedness, and in each case including any notes, guarantees,
collateral and security documents (including mortgages, pledge agreements and
other security arrangements), instruments and agreements executed in connection
therewith, and in each case as amended, amended and restated, supplemented,
modified or Refinanced from time to time, including, without limitation, any
agreement or agreements extending the maturity of, or Refinancing (including
increasing the amount of borrowings or other Indebtedness outstanding or
available to be borrowed thereunder), all or any portion of the Indebtedness
under such agreement, including, without limitation, any indenture or
indentures, and any successor or replacement agreement or agreements, including,
without limitation, any indenture or indentures with the same or any other
agents, creditor, lender or group of creditors, lenders, trustee or
noteholders.

     

    “Currency
Agreement” means, with respect to any Person, any foreign exchange
contract, currency swap agreement or other similar agreement to which such
Person is a party or a beneficiary.

     

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

     

    “Designated
Noncash Consideration” means the Fair Market Value of non-cash
consideration received by the Issuer or one of its Restricted Subsidiaries in
connection with an Asset Sale that is designated as Designated Noncash
Consideration pursuant to an officer’s certificate, setting forth the basis of
such valuation, executed by a senior financial officer of the Issuer, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale
of such Designated Noncash Consideration.

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Disqualified
Stock” means, with respect to any Person, any Capital Stock which by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable) or upon the happening of any event:

     

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

     

    (2)           is
redeemable at the option of the holder thereof, in whole or in
part,

     

    in each
case on or prior to the date that is 91 days after the Stated Maturity of the
Notes and for consideration that is not Qualified Stock; provided that any class of
Capital Stock of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Qualified Stock, and that is not
convertible, puttable or exchangeable for Disqualified Stock or Indebtedness,
will not be deemed to be Disqualified Stock so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Qualified Stock;
provided further that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof (or the holders of any security into or for which such
Capital Stock is convertible, exchangeable or exercisable) the right to require
the Issuer or any Restricted Subsidiary to redeem or purchase such Capital Stock
upon the occurrence of a change in control occurring prior to the final maturity
date of the Notes shall not constitute Disqualified Stock if the change in
control provisions applicable to such Capital Stock are no more favorable to
such holders than the provisions set forth in Section 4.13 and such Capital
Stock specifically provides that the Issuer or such Restricted Subsidiary will
not redeem or purchase any such Capital Stock pursuant to such provisions prior
to the Issuer’s purchase of the Notes as required pursuant to the provisions set
forth in Section 4.13.

     

    “Domestic
Subsidiary” means a Restricted Subsidiary of the Issuer that is not a
Foreign Subsidiary.

     

    “EBITDA”
for any period means the sum of Consolidated Net Income for such period plus,
without duplication, the following to the extent deducted in calculating such
Consolidated Net Income:

     

    (1)           Consolidated
Fixed Charges;

     

    (2)           income
tax expense determined on a consolidated basis in accordance with
GAAP;

     

    (3)           depreciation
expense determined on a consolidated basis in accordance with GAAP;

     

    (4)           amortization
expense determined on a consolidated basis in accordance with GAAP;

     

    (5)           amounts
attributable to minority interest;

     

    (6)           any
unusual or non-recurring non-cash charge (including any impairment charge or
asset write-off pursuant to GAAP) (provided that if any such
non-cash charge represents an accrual or reserve for potential cash items in any
future period, the cash payment in respect thereof in such future period shall
be subtracted from EBITDA to such extent, and excluding amortization of a
prepaid cash item that was paid in a prior period);

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    (7)           all
costs and expenses arising from or related to the Notes, the Credit Facilities,
the Equity Rights Offering, the Creditor Rights Offering or Solutia’s emergence
from Chapter 11 protection incurred prior to the first anniversary of the Issue
Date;

     

    (8)           non-cash
stock compensation, including any non-cash expenses arising from stock options,
stock grants or other equity-incentive programs, the granting of stock
appreciation rights and similar arrangements;

     

    (9)           to
the extent the related loss is not added back in calculating such Consolidated
Net Income, proceeds of business interruption insurance policies to the extent
of such related loss;

     

    (10)           fees
related to a Qualified Securitization Transaction;

     

    (11)           one-time
cash charges associated with plant closures and other restructuring charges, in
all cases not exceeding $75.0 million in the aggregate prior to the final
maturity date of the Notes (excluding any such charges pursuant to the
Transactions); and

     

    (12)           to
the extent non-recurring and not capitalized, any fees, costs and expenses of
the Issuer and its Restricted Subsidiaries incurred as a result of Permitted
Acquisitions, Investments, Asset Sales permitted hereunder and the issuance,
repayment or amendment of Equity Interests or Indebtedness permitted hereunder
(in each case, whether or not consummated);

     

    provided that EBITDA shall be
reduced by the following:

     

    (a)           all
non-cash items increasing such Consolidated Net Income (excluding (x) any
non-cash item to the extent that it represents an accrual of cash receipts to be
received in a subsequent period and (y) the amount attributable to minority
interests);

     

    (b)           any
non-recurring gains; and

     

    (c)           amounts
paid in cash as dividends or other distributions to holders of minority
interests.

     

    “Equity
Offering” means a public or private offering or placement of Capital
Stock of the Issuer (other than Disqualified Stock) that generates gross
proceeds to the Issuer thereof of at least $25.0 million.

     

    “Fair Market
Value” means, with respect to any asset, the price (after taking into
account any liabilities relating to such assets) that would be negotiated in an
arm’s-length transaction for cash between a willing seller and a willing and
able buyer, neither of which is under any compulsion to complete the
transaction.  Fair Market Value (other than of any asset with a public
trading market) in excess of $20.0 million shall be determined by the Board of
Directors acting reasonably and in good faith and shall be evidenced by a Board
Resolution delivered to the Trustee.

     

    “Foreign
Subsidiary” means (i) a Restricted Subsidiary that is incorporated in a
jurisdiction other than the United States or a State thereof or the District of
Columbia, and (ii) any Restricted Subsidiary that has no material assets other
than Capital Stock, securities or indebtedness of one or more Foreign
Subsidiaries (or Subsidiaries thereof).

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    “GAAP”
means generally accepted accounting principles in the United States of America
as in effect and adopted by the Issuer on the Issue Date.

     

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

     

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

     

    (1)           to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such Person (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); or

     

    (2)           entered
into for the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);

     

    provided that the term
“guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The term “guarantee”
used as a verb has a corresponding meaning.  The term “guarantor”
shall mean any Person guaranteeing any obligation.

     

    “Guarantee”
means a full and unconditional senior guarantee of the Notes pursuant to this
First Supplemental Indenture.

     

    “Guarantor”
means any Restricted Subsidiary of the Issuer that issues a Guarantee of the
Notes, in each case, until such Person is released from its Guarantee in
accordance with this First Supplemental Indenture.

     

    “Hedging
Obligations” of any Person means the obligations of such Person pursuant
to any Interest Rate Agreement or Currency Agreement entered into in the
ordinary course of business and not for speculative purposes.

     

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

     

    “incur”
means issue, create, assume, guarantee, incur or otherwise become liable for;
provided that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be incurred by such Subsidiary at the time it
becomes a Restricted Subsidiary.  Neither the accrual of interest nor
the accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.  The term “incurrence”
when used as a noun shall have a correlative meaning.

     

    “Indebtedness”
means, with respect to any Person, without duplication, and whether or not
contingent:

     

    (1)           all
indebtedness of such Person for borrowed money or for the deferred purchase
price of assets or services or which is evidenced by a note, bond, debenture or
similar instrument, to the extent it would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP;

     

    
      
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    (2)           all
Capital Lease Obligations of such Person;

     

    (3)           all
obligations of such Person in respect of letters of credit or bankers’
acceptances issued or created for the account of such Person;

     

    (4)           net
obligations of such Person under Interest Rate Agreements or Currency
Agreements;

     

    (5)           all
Disqualified Stock issued by such Person and all Preferred Stock issued by any
Restricted Subsidiary of such Person, in each case, valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends thereon;

     

    (6)           to
the extent not otherwise included, any guarantee by such Person of any other
Person’s indebtedness or other obligations described in clauses (1) through (5)
above; and

     

    (7)           all
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person; provided that the amount of
such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset
at such date of determination and (y) the amount of such
Indebtedness.

     

    For the
avoidance of doubt, “Indebtedness” shall not include:

     

    (a)           current
trade payables or other accrued liabilities incurred in the ordinary course of
business and payable in accordance with customary practices;

     

    (b)           deferred
tax obligations;

     

    (c)           minority
interest;

     

    (d)           non-interest
bearing installment obligations and accrued liabilities incurred in the ordinary
course of business; and

     

    (e)           obligations
of the Issuer or any Restricted Subsidiary pursuant to contracts for, or
options, puts or similar arrangements relating to, the purchase of raw materials
or the sale of Inventory at a time in the future entered into in the ordinary
course of business.

     

    For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock
which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Stock as if such Disqualified Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to this First Supplemental Indenture, and if such price is based upon,
or measured by the Fair Market Value of, such Disqualified Stock, such Fair
Market Value is to be determined in good faith by the board of directors of the
issuer of such Disqualified Stock.  The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations as described above at such date; provided that the amount
outstanding at any time of any Indebtedness issued with original issue discount
shall be deemed to be the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP.  The accrual of interest,
the accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness or
Disqualified Stock, the reclassification of preferred stock as Indebtedness due
to a change in accounting principles, and the payment of dividends on
Disqualified Stock in the form of additional shares of Disqualified Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Stock for purposes of this First Supplemental Indenture.

     

    
      
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    “Independent
Financial Advisor” means a firm:

     

    (1)           which
does not, and whose directors, officers or affiliates do not, have a material
financial interest in the Issuer or any of its Subsidiaries; and

     

    (2)           which,
in the judgment of the Board of Directors, is otherwise independent and
qualified to perform the task for which it is to be engaged.

     

    “Initial
Notes” means $400,000,000 in aggregate principal amount of Notes issued
under this First Supplemental Indenture on the Issue Date.

     

     “Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap
agreement or other similar financial agreement or arrangement.

     

    “Inventory”
has the meaning provided in the Uniform Commercial Code of the State of New
York, as amended.

     

    “Investment”
in any Person means any direct or indirect advance, loan or other extension of
credit (including by way of guarantee or similar arrangement) or capital
contribution to, or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person.  “Investment”
excludes (a) any Restricted Payment of the type described in clause (2) of the
definition “Restricted Payment” and (b) any purchase or acquisition of
Indebtedness of the Issuer or any of its Subsidiaries.

     

    For
purposes of the definition of “Unrestricted Subsidiary,” the definition of
“Restricted Payment” and Section 4.07:

     

    (1)           “Investment”
shall include the portion (proportionate to the Issuer’s direct and indirect
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of any Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary;

     

    (2)           any
asset Transferred to or from an Unrestricted Subsidiary shall be valued at its
Fair Market Value at the time of such Transfer; and

     

    (3)           if
the Issuer or any Restricted Subsidiary Transfers any Capital Stock of any
direct or indirect Restricted Subsidiary, or any Restricted Subsidiary issues
Capital Stock, such that, after giving effect to any such Transfer or issuance,
such Person is no longer a Restricted Subsidiary, the Issuer shall be deemed to
have made an Investment on the date of any such Transfer or issuance equal to
the Fair Market Value of the Capital Stock of such Person held by the Issuer or
such Restricted Subsidiary immediately following any such Transfer or
issuance.

     

    “Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an
equivalent rating by any other Rating Agency.

     

    “Issue
Date” means October 15, 2009.

     

    
      
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    “Issuer
Request” and “Issuer
Order” mean, respectively, a written request or order signed in the name
of the Issuer by its Chairman or Vice Chairman of the Board, its President, its
Chief Financial Officer, or a Vice Chairman or Vice President of the Issuer, and
also by its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

     

     “Lien”
means any mortgage, deed of trust, lien, pledge, charge, debenture, security
interest or encumbrance of any kind in respect of an asset with respect to any
asset then held by the Issuer or a Restricted Subsidiary, 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 any asset and
any filing of, or agreement to give, any financing statement under the UCC or
equivalent statutes) of any jurisdiction other than to evidence a
lease.

     

    “Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency
business.

     

    “Net Available
Proceeds” from an Asset Sale means the aggregate cash proceeds received
by such Person and/or its affiliates in respect of such transaction, which
amount is equal to the excess, if any, of:

     

    (1)           the
cash received by such Person and/or its affiliates (including any cash payments
received by way of deferred payment pursuant to, or monetization of, a note or
installment receivable or otherwise, but only as and when received) in
connection with such transaction, over

     

    (2)           the
sum of (a) the amount of any Indebtedness that is secured by such asset and
which is repaid by such person in connection with such transaction (other than
any such Indebtedness assumed by the purchaser of such assets), plus (b) all
fees, commissions, and other expenses incurred by such Person in connection with
such transaction, plus (c) provision for taxes, including income taxes,
attributable to the transaction or attributable to required prepayments or
repayments of Indebtedness with the proceeds of such transaction, including any
withholding taxes imposed on the repatriation of proceeds, plus (d) a reasonable
reserve for the after-tax cost of any indemnification payments (fixed or
contingent) attributable to seller’s indemnities to purchaser in respect of such
transaction undertaken by the Issuer or any of its Restricted Subsidiaries in
connection with such transaction, plus (e) if such Person is a Restricted
Subsidiary, any dividends or distributions payable to holders of minority
interests in such Restricted Subsidiary from the proceeds of such transaction,
plus (f) any reasonable reserves established by, and reflected on the financial
statements of, the Issuer and its Restricted Subsidiaries in accordance with
GAAP (other than any taxes deducted pursuant to clause (c) above) (x) associated
with the assets that are the subject of such event and (y) retained by the
Issuer or any Restricted Subsidiary to fund contingent liabilities that are
directly attributable to such event and that are reasonably estimated to be
payable by the Issuer or any Restricted Subsidiary within 18 months following
the date that such event occurred (other than in the case of contingent tax
liabilities, which shall be reasonably estimated to be payable within the
current or immediately succeeding tax year); provided that any amount by
which such reserves are reduced for reasons other than payment of any such
contingent liabilities shall be considered “Net Available Proceeds” on the date
of such reduction.

     

    “Net Cash
Proceeds” with respect to any issuance or sale of Capital Stock, means
the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result
thereof.

     

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

     

    “Officer”
means the Chairman of the Board, Chief Executive Officer, the President, the
Chief Financial Officer, the Treasurer, the principal accounting officer, the
Secretary or any Assistant Secretary, any Executive Vice President or any Vice
President of the Issuer.

     

    “Officers’
Certificate” means a certificate, in form and substance reasonably
satisfactory to the Trustee, signed by two Officers of the Issuer, at least one
of whom shall be the principal executive officer, the Treasurer, the principal
accounting officer, or principal financial officer of the Issuer, and delivered
to the Trustee.

     

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

     

    “Permitted
Business” means (1) the same or a similar line of business as the Issuer
and the Restricted Subsidiaries are engaged in on the Issue Date as described in
the Prospectus Supplement and (2) such business activities as are complementary,
incidental, ancillary or related to, or are reasonable extensions of, the
foregoing.  Businesses related to the manufacturing, sale or
distribution of high performance chemical-based products and materials are
Permitted Businesses.

     

    “Permitted
Investment” means:

     

    (1)           any
Investment in Temporary Cash Investments or the Notes;

     

    (2)           any
Investment in the Issuer or any Restricted Subsidiary;

     

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

     

    (a)           such
Person becomes a Restricted Subsidiary; or

     

    (b)           such
Person is merged or consolidated with or into, or Transfers or conveys all or
substantially all of its assets to, or is liquidated into, the Issuer or a
Guarantor;

     

    (4)           receivables
owing to the Issuer or any Restricted Subsidiary if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms; provided that such trade
terms may include such concessionary trade terms as the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances;

     

    (5)           loans
or advances to employees of the Issuer or any Restricted Subsidiary that are
made in the ordinary course of business of the Issuer or such Restricted
Subsidiary, in an aggregate amount, taken together with all other loans or
advances made pursuant to this clause (5) that are at the time outstanding, not
to exceed $15.0 million;

     

    (6)           Investments
to the extent such Investment represents the non-cash portion of the
consideration received in an Asset Sale as permitted pursuant to Section 4.10 or
represents consideration received from the sale of assets not considered to be
an Asset Sale for purposes of such covenant;

     

    
      
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    (7)           Investments
of cash or Temporary Cash Investments in any Restricted Subsidiary that is not a
Guarantor in the form of Indebtedness that is not subordinated by its terms to
any other obligations;

     

    (8)           Investments
in securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;

     

    (9)           Hedging
Obligations incurred pursuant to clause (7) of Section 4.09(b);

     

    (10)           Additional
Investments in an aggregate amount, taken together with all other Investments
made pursuant to this clause (10) that are at that time outstanding, not to
exceed the greater of $100.0 million or 5.0% of the Consolidated Net Tangible
Assets of the Issuer;

     

    (11)           any
Investment by the Issuer or a Wholly Owned Subsidiary of the Issuer in a
Securitization Entity; provided that such Investment
is in the form of a Purchase Money Note or an equity interest or interests in
accounts receivable generated by the Issuer or any of its
Subsidiaries;

     

    (12)           any
Indebtedness of the Issuer to any of its Subsidiaries incurred in connection
with the purchase of accounts receivable and related assets by the Issuer from
any such Subsidiary which assets are subsequently conveyed by the Issuer to a
Securitization Entity in a Qualified Securitization Transaction;

     

    (13)           any
guarantees of Indebtedness permitted by clause (6) of Section
4.09(b);

     

    (14)           Investments
consisting of take-or-pay obligations contained in supply agreements relating to
products, services or commodities of a type that the Issuer or any of its
Subsidiaries uses or sells in the ordinary course of business;

     

    (15)           security
deposits required by utility companies and other Persons in a similar line of
business to that of utility companies and governmental authorities that are
utility companies, in each case, made in the ordinary course of business of the
Issuer and its Subsidiaries;

     

    (16)           Investments
existing on the Issue Date;

     

    (17)           advances
of payroll payments to employees in the ordinary course of business;
and

     

    (18)           Investments
in respect of Treasury Services Agreements permitted under clause (13) of the
definition of “Permitted Indebtedness.”

     

    The
amount of any Permitted Investment made in assets other than cash shall be its
Fair Market Value.

     

    The
amount of any Investments outstanding for purposes of clause (10) or (14) above
and the amount of Investments deemed made since the Issue Date for purposes of
clause (6) of Section 4.07(b) shall be equal to the aggregate amount of
Investments made pursuant to such clause reduced (but not below zero) by the
following (to the extent not included in the calculation of Consolidated Net
Income for purposes of determining the Basket and without
duplication):

     

    
      
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    (a)           the
aggregate net proceeds (including the Fair Market Value of assets other than
cash) received by the Issuer or any Restricted Subsidiary upon the sale or other
disposition of any Investment made pursuant to such clause;

     

    (b)           the
net reduction in Investments made pursuant to such clause resulting from
dividends, repayments of loans or advances or other Transfers of assets to the
Issuer or any Restricted Subsidiary;

     

    (c)           to
the extent that the amount available for Investments under such clause was
reduced as the result of the designation of an Unrestricted Subsidiary, the
portion (proportionate to the Issuer’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Unrestricted Subsidiary at the
time such Unrestricted Subsidiary is redesignated, or liquidated or merged into,
a Restricted Subsidiary; and

     

    (d)           the
net reduction in Investments made pursuant to such clause resulting from
repayment of letters of credit or the expiration of letters of credit
undrawn.

     

    “Permitted
Liens” means:

     

    (1)           Liens
on assets of a Person at the time such Person becomes a Subsidiary or when such
assets are acquired (including by way of merger with such Person); provided that
(a) such Lien was not incurred in anticipation of or in connection with the
transaction or series of related transactions pursuant to which such Person
became a Subsidiary or such assets were acquired and (b) such Lien does not
extend to cover any assets of the Issuer or any other Restricted
Subsidiary;

     

    (2)           Liens
existing on the Issue Date other than Liens securing Indebtedness incurred under
clause (3) of Section 4.09(b);

     

    (3)           Liens
imposed by law that are incurred in the ordinary course of business and do not
secure Indebtedness for borrowed money, such as carriers’, warehousemen’s,
mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’,
suppliers’, banks’, repairmen’s and other like Liens, in each case, for sums not
yet due or that are being contested in good faith by appropriate proceedings and
that are appropriately reserved for in accordance with GAAP if required by
GAAP;

     

    (4)           Liens
for taxes, assessments and governmental charges not yet due or payable or
subject to penalties for non-payment or that are being contested in good faith
by appropriate proceedings and that are appropriately reserved for in accordance
with GAAP if required by GAAP;

     

    (5)           Liens
on assets acquired or constructed after the Issue Date securing Purchase Money
Indebtedness and Capital Lease Obligations; provided that such Liens shall in no
event extend to or cover any assets other than such assets acquired or
constructed after the Issue Date with the proceeds of such Purchase Money
Indebtedness or Capital Lease Obligations;

     

    (6)           zoning
restrictions, easements, rights-of-way, restrictions on the use of real
property, other similar encumbrances on real property incurred in the ordinary
course of business and minor irregularities of title to real property that do
not (a) secure Indebtedness or (b) individually or in the aggregate materially
impair the value of the real property affected thereby or the occupation, use
and enjoyment in the ordinary course of business of the Issuer and the
Restricted Subsidiaries at such real property;

     

    
      
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    (7)           terminable
or short-term leases or permits for occupancy, which leases or permits
(a) expressly grant to the Issuer or any Restricted Subsidiary the right to
terminate them at any time on not more than six months’ notice and (b) do not
individually or in the aggregate interfere with the operation of the business of
the Issuer or any Restricted Subsidiary or individually or in the aggregate
impair the use (for its intended purpose) or the value of the property subject
thereto;

     

    (8)           Liens
resulting from operation of law with respect to any judgments, awards or orders
to the extent that such judgments, awards or orders do not cause or constitute
an Event of Default;

     

    (9)           bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and cash equivalents on deposit in one or more accounts maintained by the
Issuer or any Restricted Subsidiary in accordance with the provisions of this
First Supplemental Indenture, in each case granted in the ordinary course of
business in favor of the bank or banks with which such accounts are maintained,
securing amounts owing to such bank with respect to cash management and
operating account arrangements; provided that in no case shall any such Liens
secure (either directly or indirectly) the repayment of any
Indebtedness;

     

    (10)           Liens
securing Refinancing Indebtedness relating to Permitted Liens of the type
described in clauses (1), (2) and (5) of this definition; provided that such
Liens extend only to the assets securing the Indebtedness being
Refinanced;

     

    (11)           other
Liens securing obligations in an aggregate amount at any time outstanding not to
exceed the greater of (i) $50.0 million or (ii) 3.5% of Consolidated Net
Tangible Assets;

     

    (12)           Liens
securing Indebtedness incurred under clause (3) of Section 4.09(b);

     

    (13)           Liens
securing Hedging Obligations of the type described in clause (7) of Section
4.09(b);

     

    (14)           Liens
securing Indebtedness of Foreign Subsidiaries;

     

    (15)           Liens
in favor of the Issuer or any Guarantor;

     

    (16)           Liens
on assets or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided that such Lien was not incurred in anticipation of or in
connection with the transaction or series of related transactions pursuant to
which such Person became a Subsidiary;

     

    (17)           pledges
of or Liens on raw materials or on manufactured products as security for any
drafts or bills of exchange drawn in connection with the importation of such raw
materials or manufactured products;

     

    (18)           Liens
in favor of banks that arise under Article 4 of the UCC on items in collection
and documents relating thereto and proceeds thereof and Liens arising under
Section 2-711 of the UCC;

     

    (19)           Liens
arising or that may be deemed to arise in favor of a Securitization Entity
arising in connection with a Qualified Securitization Transaction;

     

    (20)           pledges
or deposits by such Person under workers’ compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or United States government bonds
to secure surety or appeal bonds to which such Person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent or
deposits as security for the payment of insurance-related obligations
(including, but not limited to, in respect of deductibles, self-insured
retention amounts and premiums and adjustments thereto), in each case incurred
in the ordinary course of business;

     

    
      
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    (21)           Liens
in favor of the issuers of surety, performance, judgment, appeal and like bonds
or letters of credit issued in the ordinary course of business;

     

    (22)           Liens
occurring solely by the filing of a UCC statement (or similar filings), which
filing (A) has not been consented to by the Issuer or any Restricted Subsidiary
or (B) arises solely as a precautionary measure in connection with operating
leases or consignment of goods;

     

    (23)           any
obligations or duties affecting any property of the Issuer or any Restricted
Subsidiary to any municipality or public authority with respect to any
franchise, grant, license or permit that do not materially impair the use of
such property for the purposes for which it is held;

     

    (24)           Liens
on any property in favor of domestic or foreign governmental bodies to secure
partial, progress, advance or other payments pursuant to any contract or statute
not yet due and payable;

     

    (25)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements;

     

    (26)           deposits,
pledges or other Liens to secure obligations under purchase or sale
agreements;

     

    (27)           Liens
in the form of licenses, leases or subleases on any asset incurred by the Issuer
or any Restricted Subsidiary, which licenses, leases or subleases do not
interfere, individually or in the aggregate, in any material respect with the
business of the Issuer or such Subsidiary and is incurred in the ordinary course
of business;

     

    (28)           Liens
on receivables subject to factoring transactions;

     

    (29)           Liens
on goods or inventory the purchase, shipment or storage price of which is
financed by a documentary letter of credit or banker’s acceptance issued or
created for the account of the Issuer or any Restricted Subsidiary; provided
that such Lien secures only the obligations of the Issuer or such Restricted
Subsidiary in respect of such letter of credit or banker’s
acceptance;

     

    (30)           Liens
arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods (including under Article 2 of the Uniform
Commercial Code) and Liens that are contractual rights of set-off relating to
purchase orders and other similar agreements entered into by the Issuer or any
of its Restricted Subsidiaries;

     

    (31)           Liens
on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto incurred in the ordinary course of
business;

     

    
      
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    (32)           ground
leases in respect of real property on which facilities owned or leased by the
Issuer or any of its Restricted Subsidiaries are located;

     

    (33)           Liens
or other matters disclosed in title policies in connection with the Credit
Facilities;

     

    (34)           Liens
consisting of an agreement to sell or otherwise dispose of any property in an
Asset Sale permitted under Section 4.10, in each case solely to the extent such
Asset Sale would have been permitted on the date of the creation of such Lien;
and

     

    (35)           Liens
securing Indebtedness permitted to be incurred under clause (19) of Section
4.09(b).

     

    “Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.

     

    “Preferred
Stock,” as applied to the Capital Stock of any corporation, means Capital
Stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.

     

    “principal”
of a Note means the principal of the Note plus the premium, if any, payable on
the Note which is due or overdue or is to become due at the relevant
time.

     

    “Prospectus
Supplement” means the prospectus supplement dated October 9, 2009 used to
offer the Initial Notes to prospective Holders.

     

    “Purchase Money
Indebtedness” means Indebtedness:

     

    (1)           consisting
of the deferred purchase price of assets, conditional sale obligations,
obligations under any title retention agreement, other purchase money
obligations, mortgages and obligations in respect of industrial revenue bonds or
similar Indebtedness; and

     

    (2)           
incurred to finance the acquisition by the Issuer or a Restricted Subsidiary of
such asset, including additions and improvements or the installation,
construction or improvement of such asset;

     

    provided that any Lien
arising in connection with any such Indebtedness shall be limited to the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property on which such asset is
attached; provided
further that such
Indebtedness is incurred within 120 days after such acquisition of, or the
completion of construction of, such asset by the Issuer or Restricted
Subsidiary.

     

    “Purchase Money
Note” means a promissory note evidencing a line of credit, which may be
irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any
of its Subsidiaries in connection with a Qualified Securitization Transaction,
which note shall be repaid from cash available to the maker of such note, other
than amounts required to be established as reserves pursuant to agreements,
amounts paid to investors in respect of interest, principal and other amounts
owing to such investors and amounts paid in connection with the purchase of
newly generated receivables.

     

    
      
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    “Qualified
Securitization Transaction” means any transaction or series of
transactions that may be entered into by the Issuer, any Restricted Subsidiary
or a Securitization Entity pursuant to which the Issuer or such Restricted
Subsidiary or that Securitization Entity may, pursuant to customary terms, sell,
convey or otherwise transfer to, or grant a security interest in for the benefit
of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which
subsequently transfers to a Securitization Entity (in the case of a transfer by
the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case
of transfer by a Securitization Entity), any accounts receivable (whether now
existing or arising or acquired in the future) of the Issuer or any Restricted
Subsidiary which arose in the ordinary course of business of the Issuer or such
Restricted Subsidiary, and any assets related thereto, including, without
limitation, all collateral securing such accounts receivable, all contracts and
contract rights and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets
(including contract rights) which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.

     

    “Qualified
Stock” means any Capital Stock of the Issuer other than Disqualified
Stock.

     

    “Rating
Agencies” means Moody’s and S&P or if Moody’s or S&P or both
shall not make a rating on the Notes publicly available, a nationally recognized
statistical rating agency or agencies, as the case may be, selected by the
Issuer which shall be substituted for Moody’s or S&P or both, as the case
may be.

     

    “Refinance”
means, in respect of any Indebtedness, to refinance, extend, increase, replace,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness, in part or in
whole.  “Refinanced”
and “Refinancing”
shall have correlative meanings.

     

    “Refinancing
Indebtedness” means, with respect to any Indebtedness, Indebtedness
incurred to Refinance such Indebtedness that does not:

     

    (1)           result
in an increase in the aggregate principal amount of Indebtedness being
Refinanced as of the date of such proposed Refinancing (plus the amount of any
premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred in connection
with such Refinancing) or

     

    (2)           create
Indebtedness with (a) a Weighted Average Life to Maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced or (b) a
final maturity earlier than the final maturity of the Indebtedness being
Refinanced;

     

    provided that (x) if the
Indebtedness being Refinanced is subordinated in right of payment by its terms
to the Notes or a Guarantee, then such Refinancing Indebtedness shall be
subordinated in right of payment by its terms to the Notes or such Guarantee at
least to the same extent and in the same manner as the Indebtedness being
Refinanced and (y) the obligor(s) on the Refinancing Indebtedness shall not
include any Person that is not the Issuer or a Guarantor or a Person that is an
obligor on the Indebtedness being Refinanced.

     

    
      
        21

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Responsible
Officer” when used with respect to the Trustee shall mean any officer in
the corporate trust department (or any successor group) of the Trustee with
direct responsibility for the administration of this First Supplemental
Indenture and shall also mean, with respect to a particular corporate trust
matter, any other officer to whom the corporate trust matter is referred at the
Corporate Trust Office because of his or her knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this First Supplemental Indenture.

     

     “Restricted
Payment” means, with respect to any Person:

     

    (1)           any
dividend or other distribution declared or paid on any Capital Stock of the
Issuer (other than dividends or distributions payable solely in Qualified
Stock);

     

    (2)           any
payment to purchase, redeem or otherwise acquire or retire for value any Capital
Stock of the Issuer;

     

    (3)           any
payment to purchase, redeem, defease or otherwise acquire or retire for value
any Subordinated Obligations prior to the Stated Maturity thereof (other than
any Purchase Money Indebtedness incurred after the Issue Date upon the sale,
condemnation or casualty of the related asset); or

     

    (4)           the
making of an Investment (other than a Permitted Investment), including any
Investment in an Unrestricted Subsidiary (including by the designation of any
Subsidiary of the Issuer as an Unrestricted Subsidiary).

     

    “Restricted
Subsidiary” means each Subsidiary of the Issuer that is not an
Unrestricted Subsidiary.

     

    “S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and
any successor to its rating agency business.

     

    “Securities”
has the meaning assigned to such term in the Base Indenture.

     

    “Securitization
Entity” means a Wholly Owned Subsidiary of the Issuer (or another Person
in which the Issuer or any Subsidiary of the Issuer makes an Investment and to
which the Issuer or any Subsidiary of the Issuer Transfers accounts
receivable):

     

    (1)           which
is designated by the Board of Directors (as provided below) as a Securitization
Entity and engages in no activities other than in connection with the financing
of accounts receivable;

     

    (2)           no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (a) is guaranteed by the Issuer or any of its Subsidiaries (other than
the Securitization Entity) (excluding guarantees of obligations (other than the
principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (b) is recourse to or obligates the Issuer or any of its
Subsidiaries (other than the Securitization Entity) in any way other than
pursuant to Standard Securitization Undertakings or (c) subjects any asset of
the Issuer or any of its Subsidiaries (other than the Securitization Entity),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings and other than any
interest in the accounts receivable (whether in the form of an equity interest
in such assets or subordinated indebtedness payable primarily from such financed
assets) retained or acquired by the Issuer or any of its
Subsidiaries;

     

    
      
        22

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)           with
which neither the Issuer nor any of its Subsidiaries has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Issuer or such Subsidiary than those that might be obtained at the time from
Persons that are not affiliates of the Issuer, other than fees payable in the
ordinary course of business in connection with servicing receivables of such
entity; and

     

    (4)           to
which neither the Issuer nor any of its Subsidiaries 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 shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution giving effect to such
designation and an officers’ certificate certifying that such designation
complied with the foregoing conditions.

     

    “Significant
Subsidiary” means (1) any Restricted Subsidiary that is a “significant
subsidiary” of the Issuer on a consolidated basis within the meaning of
Regulation S-X promulgated by the SEC or (2) any Restricted Subsidiary that,
when aggregated with all other Restricted Subsidiaries that are not otherwise
Significant Subsidiaries and as to which any event described in clause (g) or
(h) of Section 6.01 has occurred and is continuing, would constitute a
Significant Subsidiary under clause (1) of this definition.

     

    “Standard
Securitization Undertakings” means representations, warranties, covenants
and indemnities entered into by the Issuer or any of its Subsidiaries which are
reasonably customary in an accounts receivable securitization
transaction.

     

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

     

    “Subordinated
Obligation” means any Indebtedness of the Issuer or a Guarantor (whether
outstanding on the Issue Date or thereafter incurred) which is subordinated by
its terms in right of payment to the Notes or the Guarantee of the Issuer or
such Guarantor.

     

    “Subsidiary”
means, in respect of any Person, any corporation, association, partnership or
other business entity of which Voting Stock representing more than 50% of the
total voting power of all outstanding Voting Stock of such Person is at the time
owned, directly or indirectly, by:

     

    (1)           such
Person;

     

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

     

    (3)           one
or more Subsidiaries of such Person.

     

    “Temporary Cash
Investments” means any of the following:

     

    (1)           any
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof;

     

    (2)           investments
in time or demand deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by a
bank or trust company which is organized under the laws of the United States of
America, any State thereof or any foreign country recognized by the United
States, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $50,000,000 (or the foreign currency equivalent
thereof) and has outstanding debt which is rated “A-2” or higher by Moody’s, “A”
or higher by S&P or the equivalent rating by any other nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act) or any money-market fund sponsored by a registered broker dealer or mutual
fund distributor;

     

    
      
        23

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)           repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (1) above entered into with a bank meeting the
qualifications described in clause (2) above;

     

    (4)           investments
in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an affiliate of the Issuer)
organized and in existence under the laws of the United States of America, any
State thereof or the District of Columbia or any foreign country recognized by
the United States of America with a rating at the time as of which any
investment therein is “P-2” or higher from Moody’s, “A-2” or higher from S&P
or the equivalent rating by any other nationally recognized statistical rating
organization (as defined above);

     

    (5)           investments
in securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least “A” by Moody’s or “A” by S&P; and

     

    (6)           shares
of any money market mutual fund rated at least AAA or the equivalent thereof by
S&P, at least Aaa or the equivalent thereof by Moody’s or any other mutual
fund at least 95% of whose assets consist of the type specified in clauses (1)
through (5) above.

     

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

     

    “Transfer”
means to sell, assign, transfer, lease (other than pursuant to an operating
lease entered into in the ordinary course of business), convey or otherwise
dispose of, including by consolidation, merger or otherwise, in one transaction
or a series of transactions.  “Transferred,”
“Transferor”
and “Transferee”
have correlative meanings.

     

    “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 November 1, 2013; provided, however, that if the period
from the Redemption Date to November 1, 2013 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.

     

    “Treasury Services
Agreements” means, with respect to the Issuer or any of its Restricted
Subsidiaries, any direct or indirect liability, contingent or otherwise, of such
Person in respect of cash pooling services, cash management services (including
treasury, depository, overdraft (daylight and temporary), credit or debit card,
electronic funds transfer and other cash management arrangements), including
obligations for the payment of fees, interest, charges, expenses, attorneys’
fees and disbursements in connection therewith to the extent provided for in the
documents evidencing such cash management services.

     

    
      
        24

      

      
        
        

        
          

        

      

      
        
        

      

    

    “UCC” means
the Uniform Commercial Code in effect in the applicable
jurisdiction.

     

    “Unrestricted
Subsidiary” means:

     

    (1)           any
Subsidiary of the Issuer that at the time of determination shall have been
designated an Unrestricted Subsidiary by the Issuer; and

     

    (2)           any
Subsidiary of an Unrestricted Subsidiary.

     

    The
Issuer may designate any Subsidiary of the Issuer (including any newly acquired
or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of,
or holds any Lien on any assets of, the Issuer or any other Subsidiary of the
Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that:

     

    (1)           no
Default has occurred and is continuing or would occur as a consequence
thereof;

     

    (2)           (x)
the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception or (y) the Consolidated Coverage Ratio of the Issuer
and the Restricted Subsidiaries is equal to or greater than immediately prior to
such designation; and

     

    (3)           either
(x) the Subsidiary to be so designated has total assets of $1,000 or less or (y)
if such Subsidiary has assets greater than $1,000, such designation would be
permitted under Section 4.07 (treating the Fair Market Value of the Issuer’s
proportionate interest in the net worth of such Subsidiary on such date
calculated in accordance with GAAP as the amount of the
Investment).

     

    The
Issuer may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided
that:

     

    
      	
               
      

            	
              (1)

            	
              no
      Default has occurred and is continuing;
and

            


    

     

    (2)           Indebtedness
of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted
Subsidiary outstanding immediately following such redesignation would, if
incurred at such time, be permitted to be incurred under this First Supplemental
Indenture.

     

    Any
designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted
Subsidiary, as the case may be, that involves total assets of $20.0 million or
more shall be approved by the Board of Directors.

     

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

     

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

     

    
      
        25

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (1)           then
outstanding aggregate principal amount of such Indebtedness into

     

    (2)           the
sum of the total of the products obtained by multiplying (x) the amount of each
then remaining installment, sinking fund, serial maturity or other required
payment of principal, including payment at final maturity, in respect thereof,
by (y) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment.

     

    “Wholly Owned
Subsidiary” means a Restricted Subsidiary all the Capital Stock of which
(other than directors’ qualifying shares) is owned by the Issuer and/or one or
more Wholly Owned Subsidiaries.

     

    
      	
              SECTION
      1.03.  

            	
              Other
      Definitions

            


    

     

    .

     

    
      
        
          	
                  Term

                	 	
                  Defined in Section

                	 
	 
      	 	 	 
	
                  Affiliate
      Transaction                                                                          

                	 	 	4.11	 
	
                  Authentication
      Order                                                                          

                	 	 	2.02	(d)
	
                  Base
      Indenture                                                                          

                	 	
                  Preamble

                	 
	
                  Basket                                                                          

                	 	 	4.07	(a)
	
                  Change
      of Control
      Offer                                                                          

                	 	 	4.13	 
	
                  Covenant
      Defeasance                                                                          

                	 	 	8.03	 
	
                  Covenant
      Suspension                                                                          

                	 	 	4.16	 
	
                  Coverage
      Ratio
      Exception                                                                          

                	 	 	4.09	(a)
	
                  DTC                                                                          

                	 	 	2.03	(b)
	
                  Event
      of
      Default                                                                          

                	 	 	6.01	 
	
                  Excess
      Proceeds                                                                          

                	 	 	4.10	(b)
	
                  First
      Supplemental
      Indenture                                                                          

                	 	
                  Preamble

                	 
	
                  Guaranteed
      Obligations                                                                          

                	 	 	11.01	 
	
                  Indenture                                                                          

                	 	
                  Preamble

                	 
	
                  Issuer                                                                          

                	 	
                  Preamble

                	 
	
                  Issuer
      Surviving
      Entity                                                                          

                	 	 	5.01	(a)
	
                  Legal
      Defeasance                                                                          

                	 	 	8.02	 
	
                  Net
      Proceeds
      Deficiency                                                                          

                	 	 	4.10	(c)
	
                  Net
      Proceeds
      Offer                                                                          

                	 	 	4.10	(c)
	
                  Notes                                                                          

                	 	
                  Preamble

                	 
	
                  Offer
      Amount                                                                          

                	 	 	3.09	(b)
	
                  Offer
      Period                                                                          

                	 	 	3.09	(b)
	
                  Offered
      Price                                                                          

                	 	 	4.10	(c)
	
                  Offer
      to
      Purchase                                                                          

                	 	 	3.09	(a)
	
                  Paying
      Agent                                                                          

                	 	 	2.03	(a)
	
                  Payment
      Default                                                                          

                	 	 	6.01	(e)
	
                  Permitted
      Indebtedness                                                                          

                	 	 	4.09	(b)
	
                  Purchase
      Date                                                                          

                	 	 	3.09	(b)
	
                  Redemption
      Date                                                                          

                	 	 	2.08	(d)
	
                  Registrar                                                                          

                	 	 	2.03	(a)
	
                  Required
      Filing
      Dates                                                                          

                	 	 	4.03	(a)
	
                  Reversion
      Date                                                                          

                	 	 	4.16	 
	
                  Suspended
      Covenants                                                                          

                	 	 	4.16	 
	
                  Suspension
      Period                                                                          

                	 	 	4.16	 
	
                  Trustee                                                                          

                	 	
                  Preamble,
      8.05

                	 


        

      

    

     

    
 

    
      
        26

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      1.04.  

            	
              Incorporation by
      Reference of Trust Indenture
Act

            


    

     

    .

     

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

     

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

     

    “indenture
securities” means the Notes and the Guarantees;

     

    “indenture
security holder” means a Holder;

     

    “indenture
to be qualified” means this First Supplemental Indenture;

     

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

     

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

     

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

     

    
      	
              SECTION
      1.05.  

            	
              Rules of
      Construction

            


    

     

    .

     

    (a) Unless
the context otherwise requires:

     

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

     

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

     

    (iii) “or” is
not exclusive;

     

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

     

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

     

    (vi) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this First Supplemental Indenture as a whole and not to any particular Article,
Section or other subdivision.

     

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

     

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

     

    
      
        27

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    ARTICLE
2


     

    THE
NOTES

     

    Pursuant
to Section 201 of the Base Indenture, the provisions of this Article 2 establish
the form of the Notes under this First Supplemental Indenture, and to the extent
that any provisions of this Article 2 are duplicative, or in contradiction with,
the Base Indenture, the provisions of this Article 2 shall govern the
Notes.

     

    
      	
              SECTION
      2.01.  

            	
              Form and
      Dating

            


    

     

    .

     

    (a) General.  The
Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit
A hereto, which is hereby incorporated in and expressly made part of this
First Supplemental Indenture.  The Notes may have notations, legends
or endorsements required by law, stock exchange rule or usage in addition to
those set forth on Exhibit
A.  Each Note shall be dated the date of its
authentication.  The Notes shall be in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof.  The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this First Supplemental Indenture and the Issuer, the Guarantors
and the Trustee, by their execution and delivery of this First Supplemental
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 First Supplemental Indenture, the provisions
of this First Supplemental Indenture shall govern and be
controlling.

     

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

     

    (c) Certificated
Notes.  Except as otherwise provided herein, owners of
beneficial interests in Global Notes will not be entitled to receive physical
delivery of Certificated Notes.

     

    For
greater certainty, the provisions of this Section 2.01(c) are subject to the
requirements relating to notations, legends or endorsements on Notes required by
law, stock exchange rule, or agreements to which any the Issuer is subject, if
any.

     

    
      	
              SECTION
      2.02.  

            	
              Execution and
      Authentication

            


    

     

    .

     

    (a) One
Officer shall sign the Notes for the Issuer by manual or facsimile
signature.

     

    
      
        28

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    (e) The
Trustee may appoint an authenticating agent acceptable to the Issuer to
authenticate Notes.  Unless otherwise provided in the appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this First Supplemental Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Issuer or any of their respective
Subsidiaries.

     

    
      	
              SECTION
      2.03.  

            	
              Registrar and Paying
      Agent

            


    

     

    .

     

    (a) The
Issuer shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying
Agent”).  The Registrar shall keep a register of the Notes and
of their transfer and exchange.  The Issuer 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 Issuer may change any Paying Agent or
Registrar without notice to any Holder.  The Issuer shall notify the
Trustee in writing of the name and address of any Agent not a party to this
First Supplemental Indenture.  If the Issuer fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Issuer or any of its Subsidiaries may act as Paying Agent
or Registrar.

     

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

     

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

     

    
      	
              SECTION
      2.04.  

            	
              Paying Agent to Hold
      Money in Trust

            


    

     

    .

     

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

     

    
      	
              SECTION
      2.05.  

            	
              Holder
      Lists

            


    

     

    .

     

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

     

    
      
        29

      

      
        
        

        
          

        

      

      
        
        

      

    

    Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this First Supplemental Indenture or under the
Notes.  The Issuer, the Trustee, the Registrar and any other Person
shall have the protection of TIA Section 312(c).

     

    
      	
              SECTION
      2.06.  

            	
              Transfer and
      Exchange

            


    

     

    .

     

    (a) Transfer and Exchange of
Certificated Notes.  When Certificated Notes are presented to
the Registrar with a request:

     

    (1) to
register the transfer of such Certificated Notes; or

     

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

     

    the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the
Certificated Notes surrendered for transfer or exchange shall be duly endorsed
or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Issuer and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing;

     

    (b) Restrictions on Transfer of
a Certificated Note for a Beneficial Interest in a Global
Note.  Subject to certain conditions, the Notes represented by
the global securities will be exchangeable for certificated Notes in definitive
form of like tenor as such Notes if (1) the Depositary notifies the Issuer
that it is unwilling or unable to continue as Depositary for the Global Note and
a successor is not promptly appointed or if at any time the Depositary ceases to
be a clearing agency registered under the Exchange Act or (2) the Issuer in
its discretion at any time determines not to have all of the Notes represented
by the global securities.

     

    Any Notes
that are exchangeable pursuant to the preceding sentence will be exchanged for
certificated Notes issuable in authorized denominations and registered in such
names as the Depositary shall direct.

     

    (c) Transfer and Exchange of
Global Notes.  Subject to Section 2.06(e), the Global Note
is not exchangeable, except  for the Global Note of the same aggregate
denominations to be registered in the name of the Depositary or its
nominee.  The transfer and exchange of Global Notes or beneficial
interests therein shall be effected through the Depositary, in accordance with
this First Supplemental Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depositary
therefor.

     

    (d) Restrictions on Transfer and
Exchange of Global Notes.  Notwithstanding any other provisions
of this First Supplemental Indenture (other than the provisions set forth in
subsection (e) of this Section 2.06), a Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

     

    
      
        30

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Authentication in Absence of
Depositary.  If at any time:

     

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

     

    (2) the
Issuer in its sole discretion determines that the Global Notes (in whole but not
in part) should be exchanged for Certificated Notes and delivers a written
notice to such effect to the Trustee; or

     

    (3) there has
occurred and is continuing a Default or Event of Default with respect to the
Notes and beneficial owners holding interests representing an aggregate
principal amount of at least 51% of such Notes represented by Global Notes
advise the Trustee in writing that the continuation of a book-entry system
through the Depositary is no longer in such owner’s best interests.

     

    then the
Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate
requesting the authentication and delivery of Certificated Notes to the Persons
designated by the Issuer, will authenticate and deliver Certificated Notes, in
an aggregate principal amount equal to the principal amount of Global Notes, in
exchange for such Global Notes.

     

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

     

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

     

    (1) To permit
registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Certificated Notes and Global Notes at the
Registrar’s request.

     

    (2) No
service charge shall be made for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection
therewith.

     

    (3) The
Registrar shall not be required to register the transfer of or exchange of (a)
any Note selected for redemption in whole or in part pursuant to Article 3,
except the unredeemed portion of any Note being redeemed in part, or (b) any
Note for a period beginning 15 Business Days before the mailing of a notice of
an offer to repurchase or redeem Notes or 15 Business Days before an Interest
Payment Date (whether or not an Interest Payment Date or other date determined
for the payment of interest), and ending on such mailing date or Interest
Payment Date, as the case may be.

     

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

     

    
      
        31

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (h) No Obligation of the
Trustee.

     

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

     

    (2) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this First
Supplemental Indenture or under applicable law with respect to any transfer of
any interest in any Note (including, without limitation, any transfers between
or among Depositary participants, members or beneficial owners in any Global
Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this First Supplemental Indenture, and to
examine the same to determine substantial compliance as to form with the express
requirements hereof.

     

    
      	
              SECTION
      2.07.  

            	
              Replacement
      Notes

            


    

     

    .

     

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

     

    In case
any such mutilated, destroyed, lost or stolen Note had become or is about to
become due and payable, the Issuer, in its discretion, may, instead of issuing a
new Note, pay such Note, upon satisfaction of the conditions set forth in the
preceding paragraph.

     

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

     

    The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Note.

     

    
      
        32

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      2.08.  

            	
              Outstanding
      Notes

            


    

     

    .

     

    (a) The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those cancelled 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 3.09, a Note does
not cease to be outstanding because the Issuer or an Affiliate of the Issuer
holds the Note; however, Notes held by the Issuer or a Subsidiary of the Issuer
shall not be deemed to be outstanding for purposes of Section
2.08(b).

     

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

     

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

     

    (d) If the
Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any
thereof) segregates and holds in trust, in accordance with this First
Supplemental Indenture, on a date of redemption (a “Redemption
Date”) or maturity date, money sufficient to pay all principal, premium,
if any, and interest payable on that date with respect to the Notes payable on
that date, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

     

    
      	
              SECTION
      2.09.  

            	
              Treasury
      Notes

            


    

     

    .

     

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

     

    
      	
              SECTION
      2.10.  

            	
              Temporary
      Notes

            


    

     

    .

     

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

     

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

     

    
      	
              SECTION
      2.11.  

            	
              Cancellation

            


    

     

    .

     

    The
Issuer at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent, upon direction by the Issuer and no one else
shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of such cancelled Notes
in accordance with its customary procedures (subject to the record retention
requirements of the Exchange Act).  Certification of the destruction
of all cancelled Notes shall be delivered to the Issuer from time to time upon
written request.  The Issuer may not issue new Notes to replace Notes
that it has paid or that have been delivered to the Trustee for
cancellation.

     

    
      
        33

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      2.12.  

            	
              CUSIP or ISIN
      Numbers

            


    

     

    .

     

    The
Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally
in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices
of redemption as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption 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 Issuer will promptly notify the Trustee
of any change in the “CUSIP” or “ISIN” numbers.

     

    
      	
              SECTION
      2.13.  

            	
              Additional
      Notes

            


    

     

    .

     

    The
Issuer shall be entitled, subject to its compliance with Section 4.09, to issue
Additional Notes under this First Supplemental Indenture in an unlimited
aggregate principal amount which shall have identical terms as the Initial
Notes, other than with respect to the date of issuance and issue price and first
payment of interest.  The Initial Notes and any Additional Notes shall
be treated as a single class for all purposes under this First Supplemental
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase.

     

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

     

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

     

    (b) the issue
price, the issue date and the CUSIP number(s) of such Additional
Notes.

     

    ARTICLE
3

    


     

    REDEMPTION
AND PREPAYMENT

     

    
      	
              SECTION
      3.01.  

            	
              Notices to
      Trustee

            


    

     

    .

     

    If the
Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 of this First Supplemental Indenture and paragraph 5 of the Notes,
it shall furnish to the Trustee an Officers’ Certificate setting forth (i) the
Section of this First Supplemental Indenture pursuant to which the redemption
shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be
redeemed, and (iv) the redemption price.  If the Issuer elects to
redeem Notes pursuant to the provisions of Section 3.07 of this First
Supplemental Indenture and paragraph 5 of the Notes, it shall furnish such
Officers’ Certificate to the Trustee at least 30 days but not more than 60 days
before a Redemption Date unless a shorter notice shall be reasonably
satisfactory to the Trustee.  Each Officers’ Certificate shall be
accompanied by an Opinion of Counsel from the Issuer to the effect that such
redemption will comply with the conditions herein.  Any such notice
may be cancelled at any time prior to notice of such redemption being mailed to
any Holder and shall, therefore, be void and of no effect.

     

    
      
        34

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      3.02.  

            	
              Selection of Notes to
      be Redeemed

            


    

     

    .

     

    If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee shall select the Notes to be redeemed or purchased 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, the particular Notes
to be redeemed shall be selected, unless otherwise provided herein, not less
than 30 nor more than 60 days prior to the Redemption Date by the Trustee from
the outstanding Notes not previously called for redemption.

     

    The
Trustee shall promptly notify the Issuer in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  No Notes of principal amount
of $2,000 or less shall be redeemed in part, except that if all of the Notes of
a Holder are to be redeemed, the entire outstanding amount of Notes held by such
Holder shall be redeemed.  Except as provided in the preceding
sentence, provisions of this First Supplemental Indenture that apply to Notes
called for redemption also apply to portions of Notes called for
redemption.

     

    
      	
              SECTION
      3.03.  

            	
              Notice of
      Redemption

            


    

     

    .

     

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

     

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

     

    (a) the
Redemption Date;

     

    (b) the
redemption price;

     

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

     

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

     

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

     

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

     

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

     

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

     

    At the
Issuer’s request, the Trustee shall give the notice of redemption in the
Issuer’s name and at its expense; provided, however, that the Issuer
gives the Trustee at least 3 Business Days prior notice of such
request.  Any redemption and notice thereof may, in the Issuer’s
discretion, be subject to the satisfaction of one or more conditions
precedent.

     

    
      
        35

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      3.04.  

            	
              Effect of Notice Upon
      Redemption

            


    

     

    .

     

    Once
notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption become irrevocably due and payable on the Redemption Date at the
redemption price stated in the notice.  Upon surrender to the Paying
Agent, such Notes shall be paid at the redemption price stated in the notice,
plus accrued interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
related Interest Payment Date).  Failure to give notice or any defect
in the notice to any Holder shall not affect the validity of the notice to any
other Holder.

     

    
      	
              SECTION
      3.05.  

            	
              Deposit of Redemption
      Price

            


    

     

    .

     

    On or
before 11:00 a.m. Eastern Time on any Redemption Date, the Issuer shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes (or portions of Notes) to be redeemed
on that date.  The Trustee or the Paying Agent shall promptly return
to the Issuer any money deposited with the Trustee or the Paying Agent by the
Issuer in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

     

    If the
Issuer complies with the provisions of the preceding paragraph, on and after the
Redemption Date, interest shall cease to accrue on the Notes or the portions of
Notes called for redemption, whether or not such Notes are presented for
payment.  If a Note is redeemed on or after a Regular Record Date but
on or prior to the related Interest Payment Date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at
the close of business on such Regular Record Date.  If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Issuer 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.

     

    
      	
              SECTION
      3.06.  

            	
              Notes Redeemed in
      Part

            


    

     

    .

     

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

     

    
      	
              SECTION
      3.07.  

            	
              Optional
      Redemption

            


    

     

    .

     

    Except as
set forth in subparagraphs (a) and (c) below, the Notes are not redeemable
before November 1, 2013.

     

    
      	
              (a)  

            	
              At
      any time prior to November 1, 2013, the Issuer may redeem all or part of
      the Notes (which includes Additional Notes, if any), at a redemption price
      equal to 100% of the principal amount of Notes redeemed plus the
      Applicable Premium as of, and accrued and unpaid interest, if any, to, but
      not including, the Redemption Date, subject to the rights of Holders of
      Notes on the relevant record date to receive interest due on the relevant
      interest payment date.

            


    

     

    
      	
              (b)  

            	
              On
      or after November 1, 2013, the Issuer at its option may redeem all or a
      part of the Notes, at the redemption prices (expressed as percentages of
      principal amount) set forth below, plus accrued and unpaid interest
      thereon, if any,  to the applicable Redemption Date (subject to
      the rights of Holders of Notes of record on the relevant record date to
      receive interest due on the relevant interest payment date), if redeemed
      during the twelve-month period beginning on November 1 of the years
      indicated below:

            


    

     

     

    
      
        36

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            	
                    Year

                  	 	
                    Percentage

                  	 
	
                    2013

                  	 	 	104.375	%
	
                    2014

                  	 	 	102.188	%
	
                    2015
      and thereafter

                  	 	 	100.000	%


          

        

      

    

    


    
      	
              (c)  

            	
              Notwithstanding
      the provisions of subparagraphs (a) and (b) of this Section 3.07, at
      any time on or prior to November 1, 2012, the Issuer may at its option on
      any one or more occasions redeem up to 35% of the aggregate principal
      amount of Notes issued under this First Supplemental Indenture (which
      includes the Additional Notes, if any) at a redemption price of 108.750%
      of the principal amount thereof, plus accrued and unpaid 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 First
Supplemental Indenture (which includes the Additional Notes, if any) remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held, by the Issuer and its Subsidiaries); and

     

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

     

    
      	
              (d)  

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

            


    

     

    
      	
              SECTION
      3.08.  

            	
              Mandatory
      Redemption

            


    

     

    .

     

    Except as
set forth in Sections 4.10 and 4.13, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the
Notes.

     

    
      	
              SECTION
      3.09.  

            	
              Offer to
      Purchase

            


    

     

    .

     

    (a) In the
event that, pursuant to Section 4.10 or Section 4.13, the Issuer shall be
required to commence an offer to all Holders to purchase Notes and, at the
Issuer’s option, holders of other pari passu Indebtedness (each
an “Offer
to Purchase”), it shall follow the procedures specified
below.

     

    (b) The Offer
to Purchase shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer
Period”).  No later than five Business Days after the
termination of the Offer Period (the “Purchase
Date”), the Issuer shall purchase the principal amount of Notes required
to be purchased pursuant to Section 4.10 or Section 4.13 (the “Offer
Amount”) or, if less than the Offer Amount has been tendered, all Notes
tendered in response to the Offer to Purchase.  Payment for any Notes
so purchased shall be made in the same manner as interest payments are
made.

     

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

     

    
      
        37

      

      
        
        

        
          

        

      

      
        
        

      

    

    Upon the
commencement of the Offer to Purchase, the Issuer shall send, by first class
mail, a notice to each of the Holders, which shall not be later than 10 days
after the Issuer becomes obligated to make an Offer to Purchase with a copy to
the Trustee.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Offer to
Purchase.  The Offer to Purchase shall be made to all
Holders.  The notice, which shall govern the terms of the Offer to
Purchase, shall state:

     

    (1) that the
Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.10
or 4.13, as the case may be, and the length of time the Offer to Purchase shall
remain open;

     

    (2) that
either (a) in the case of a Change of Control Offer, a Change of Control has
occurred and that such noteholder has the right to require the Issuer to
purchase such holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof or (b) in the case of a Net Proceeds Offer, there are
Excess Proceeds and such noteholder has the right to require the Issuer to
purchase such holder’s Notes at the Offered Price, in each case, plus accrued
and unpaid interest, if any, to the Purchase Date (subject to the right of
holders of record on the relevant record date to receive interest on an interest
payment date that is on or prior to the date fixed for purchase);

     

    (3) the
Purchase Date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed);

     

    (4) the Offer
Amount (including information as to any other pari passu Indebtedness
included in the Offer to Purchase), the purchase price and the Purchase
Date;

     

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

     

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

     

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

     

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

     

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

     

    (10) that, in
the case of an Offer to Purchase, if the aggregate principal amount of Notes
tendered by Holders into an Offer to Purchase exceeds the Offer Amount, the
Trustee shall select the Notes to be purchased (i) if the Notes are listed, in
compliance with the requirements of the principal national securities exchange
on which the Notes are then listed or (ii) if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (with such adjustments as may be deemed appropriate by the Issuer so
that only Notes in denominations of $2,000, or integral multiples of $1,000,
shall be purchased); and

     

    
      
        38

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    On or
before the Purchase Date, the Issuer shall, to the extent lawful, accept for
payment, in accordance with clause (10) above, the Offer Amount of Notes or
portions thereof tendered pursuant to the Offer to Purchase, or if less than the
Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Issuer in accordance with the terms of this
Section 3.09.  The Issuer, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Issuer for purchase, and the Issuer shall promptly issue a new Note, and the
Trustee, upon written request from the Issuer shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered.  Any Note not so accepted
shall be promptly mailed or delivered by the Issuer to the Holder
thereof.  The Issuer shall publicly announce the results of the Offer
to Purchase on the Purchase Date.

     

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

     

    ARTICLE
4


     

    COVENANTS

     

    
      	
              SECTION
      4.01.  

            	
              Payment of
      Notes

            


    

     

    .

     

    The
Issuer shall pay or cause to be paid the principal of, premium, if any, interest
on, the Notes on the dates and in the manner provided in the Notes and in this
First Supplemental Indenture.  Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on
the due date money deposited by the Issuer in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due and the Paying Agent is not prohibited from paying such money
to the Holders on that date.  Interest shall be computed on the basis
of a 360-day year of twelve 30-day months.

     

    
      	
              SECTION
      4.02.  

            	
              Maintenance of Office
      or Agency

            


    

     

    .

     

    (a) The
Issuer shall maintain an office or agency in the Borough of Manhattan, City of
New York (which unless otherwise provided will be the office of the Trustee)
where Notes may be presented or surrendered for registration of transfer or for
exchange and where notices and demands to or upon the Issuer in respect of the
Notes and this First Supplemental Indenture may be served.  The Issuer
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     

    
      
        39

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The
Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations.  The
Issuer shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     

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

     

    
      	
              SECTION
      4.03.  

            	
              Reports

            


    

     

    .

     

    (a) Whether
or not the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act,
the Issuer will electronically file with the Commission, so long as the Notes
are outstanding, the annual reports, quarterly reports and other periodic
reports that the Issuer would be required to file with the Commission pursuant
to Section 13(a) or 15(d) if the Issuer were so subject, and such documents will
be filed with the Commission on or prior to the respective dates (the “Required Filing
Dates”) by which the Issuer would be required so to file such documents
if the Issuer were so subject, unless, in any case, if such filings are not then
permitted by the Commission.

     

    (b) If such
filings with the Commission are not then permitted by the Commission, or such
filings are not generally available on the Internet free of charge, the Issuer
will, within 15 days of each Required Filing Date, transmit by mail to
noteholders, as their names and addresses appear in the Note register, without
cost to such noteholders, and file with the Trustee copies of, the annual
reports, quarterly reports and other periodic reports that the Issuer would be
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act if the Issuer were subject to such Section 13(a) or 15(d), and,
promptly upon written request, supply copies of such documents to any
prospective holder or beneficial owner at the Issuer’s cost.

     

    (c) So long
as the rules and regulations of the Commission would allow (including pursuant
to any applicable exemptive relief) the Issuer to file periodic reports or
information (if they were required by the Exchange Act to file such reports or
information) on a consolidated or combined basis, the Issuer will be deemed to
have satisfied their requirements in the above paragraphs if the Issuer files
the reports and other information of the types otherwise so required within the
applicable time periods.

     

    (d) The
Issuer shall at all times comply with TIA § 314(a).

     

    (e) Should
the Issuer deliver to the Trustee any such information, reports or certificates
or any annual reports, information, documents and other reports pursuant to
TIA § 314(a), delivery of such information, reports or certificates or
any annual reports, information, documents and other reports 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 Issuer’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

     

    
      	
              SECTION
      4.04.  

            	
              Compliance
      Certificate

            


    

     

    .

     

    (a) The
Issuer and each Guarantor shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of
the activities of the Issuer and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Issuer has kept, observed, performed and fulfilled its
obligations under this First Supplemental Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his or her
knowledge the Issuer has kept, observed, performed and fulfilled each and every
covenant contained in this First Supplemental Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions of
this First Supplemental Indenture (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Issuer is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Issuer is taking or
proposes to take with respect thereto.  For the purposes of this
paragraph, such compliance shall be determined without regard to any grace
period or requirement of notice provided under this First Supplemental
Indenture.  The Issuer shall also comply with TIA Section
314(a)(4).

     

    
      
        40

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The
Issuer shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith and in any event within 90 Business Days upon any Officer
becoming aware of any Default or Event of Default or an event which, with notice
or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Issuer is taking or proposes to take with respect thereto.

     

    
      	
              SECTION
      4.05.  

            	
              [Reserved]

            


    

     

    .

     

    
      	
              SECTION
      4.06.  

            	
              [Reserved]

            


    

     

    .

     

    
      	
              SECTION
      4.07.  

            	
              Restricted
      Payments

            


    

     

    .

     

    (a)           The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, declare or make a Restricted Payment
if:

     

    (1) a Default
has occurred and is continuing or would result therefrom;

     

    (2) the
Issuer could not incur at least $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception; or

     

    (3) the
aggregate amount of such Restricted Payment, together with all other Restricted
Payments (the amount of any Restricted Payments made in assets other than cash
to be valued at its Fair Market Value) declared or made since the Issue Date
(other than any Restricted Payment described in clause (2), (3), (4) or (6) of
Section 4.07(b)), would exceed the sum (the “Basket”)
of

     

    (A)           50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) from July 1, 2009 to the end of the most recent fiscal
quarter prior to the date of such Restricted Payment for which internal
financial statements are available (or, in case such Consolidated Net Income
shall be a deficit, minus 100% of such deficit); plus

     

    (B)           the
aggregate Net Cash Proceeds from the issuance and sale (other than to a
Subsidiary of the Issuer) of, and the Fair Market Value of any property received
in exchange for, Qualified Stock received by the Issuer subsequent to the Issue
Date or from the issue or sale of debt securities of the Issuer that have been
converted or exchanged into Qualified Stock, together with the aggregate cash
and Temporary Cash Investments received by the Issuer or any of its Restricted
Subsidiaries at the time of such conversion or exchange; provided that for purposes of
determining the Fair Market Value of property received (other than of any asset
with a public trading market) in excess of $50.0 million shall be determined by
an Independent Financial Advisor, which determination shall be evidenced by an
opinion addressed to the Issuer and delivered to the Trustee; plus

     

    
      
        41

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C)           the
amount by which Indebtedness or Disqualified Stock incurred or issued subsequent
to the Issue Date is reduced on the Issuer’s consolidated balance sheet upon the
conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified
Stock (less the amount of any cash, or the Fair Market Value of any other asset,
distributed by the Issuer or any Restricted Subsidiary upon such conversion or
exchange); provided
that such amount shall not exceed the aggregate Net Cash Proceeds received by
the Issuer or any Restricted Subsidiary after the Issue Date from the issuance
and sale (other than to a Subsidiary of the Issuer) of such Indebtedness or
Disqualified Stock; plus

     

    (D)           to
the extent not included in the calculation of the Consolidated Net Income
referred to in Section 4.07(a)(3)(A), an amount equal to, without
duplication:

     

    (I) 100%
of the aggregate net proceeds (including the Fair Market Value of assets)
received by the Issuer or any Restricted Subsidiary upon the sale or other
disposition of any Investment (other than a Permitted Investment) made by the
Issuer or any Restricted Subsidiary since the Issue Date; plus

     

    (II) the
net reduction in Investments (other than Permitted Investments) in any Person
resulting from dividends, repayments of loans or advances or other Transfers of
assets subsequent to the Issue Date, in each case to the Issuer or any
Restricted Subsidiary from such Person (including by way of such Person becoming
a Restricted Subsidiary); plus

     

    (III) if
the Basket was reduced as the result of the designation of a Restricted
Subsidiary as an Unrestricted Subsidiary, the portion (proportionate to the
Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary
is redesignated, or liquidated or merged into, a Restricted
Subsidiary;

     

    provided that the foregoing
shall not exceed, in the aggregate, the amount of all Investments which
previously reduced the Basket.

     

    (b) The
provisions of Section 4.07(a) shall not prohibit the following:

     

    (1)           dividends
paid within 90 days after the date of declaration thereof if at such date of
declaration such dividend would have been permitted under this First
Supplemental Indenture;

     

    (2)           any
repurchase, redemption, retirement or other acquisition of Capital Stock or
Subordinated Obligations made in exchange for, or out of the proceeds of the
substantially concurrent issuance and sale (other than to a Subsidiary of the
Issuer) of, Qualified Stock or, with respect to any such Subordinated
Obligations, in exchange for or out of the proceeds of the substantially
concurrent incurrence and sale (other than to a Subsidiary of the Issuer) of
Refinancing Indebtedness thereof; provided that (x) no such
exchange or issuance and sale shall increase the Basket and (y) no Default has
occurred and is continuing or would occur as a consequence thereof;

     

    (3)           payments
by the Issuer or any Restricted Subsidiary in respect of Indebtedness of the
Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted
Subsidiary;

     

    
      
        42

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)           repurchases
of Capital Stock deemed to occur upon the exercise of stock options or warrants
if such Capital Stock represents a portion of the exercise price thereof and
repurchases of Capital Stock deemed to occur upon the withholding of a portion
of the Capital Stock granted or awarded to an employee to pay for the taxes
payable by such employee upon such grant or award;

     

    (5)           cash
payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or
exchangeable for Capital Stock of the Issuer; provided, however, that any such cash
payment shall not be for the purpose of evading the limitation of the covenant
described under this subheading (as determined in good faith by the Board of
Directors);

     

    (6)           Restricted
Payments in an aggregate amount since the Issue Date not to exceed $75.0 million
pursuant to this clause (6);

     

    (7)           so
long as no Default has occurred and is continuing, the purchase, redemption or
other acquisition of shares of Capital Stock of the Issuer or any of its
Subsidiaries from consultants, former consultants, employees, former employees,
directors or former directors of the Issuer or any of its Subsidiaries (or
permitted transferees of such employees, former employees, directors or former
directors), pursuant to the terms of the agreements (including employment
agreements) or plans (or amendments thereto) approved by the Board of Directors
under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such Capital Stock; provided, however, that the aggregate
amount of such Restricted Payments pursuant to this clause (7) (excluding
amounts representing cancellation of Indebtedness) shall not exceed $5.0 million
in any calendar year (with unused amounts in any calendar year being carried
over to the next succeeding calendar year); or

     

    (8)           the
declaration and payments of dividends on Disqualified Stock issued pursuant to
Section 4.09; so long as at the time of payment of such dividend, no Default
shall have occurred and be continuing (or result therefrom).

     

    
      	
              SECTION
      4.08.  

            	
              Dividend and Other
      Payment Restrictions Affecting
  Subsidiaries

            


    

     

    .

     

    The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary of the Issuer to:

     

    (a) pay
dividends or make any other distributions on its Capital Stock to the Issuer or
any other Restricted Subsidiary or pay any Indebtedness owed to the Issuer or
any other Restricted Subsidiary;

     

    (b) make any
loans or advances to, or guarantee any Indebtedness of, the Issuer or any other
Restricted Subsidiary, or

     

    (c) Transfer
any of its assets to the Issuer or any other Restricted Subsidiary,

     

    except:

     

    (1) any
encumbrance or restriction pursuant to an agreement as in effect at or entered
into on the Issue Date (including this First Supplemental Indenture and the
Credit Facilities), as such encumbrance or restriction is in effect on the Issue
Date;

     

    
      
        43

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2) any Lien
permitted under this First Supplemental Indenture that restricts the Transfer of
assets which are subject to such Lien;

     

    (3) restrictions
on the Transfer of assets imposed under any agreement to sell such assets
permitted under this First Supplemental Indenture pending the closing of such
sale;

     

    (4) any
instrument governing Acquired Indebtedness, which encumbrance or restriction is
not applicable to any Person, or the assets of any Person, other than the Person
or the assets of the Person so acquired;

     

    (5) customary
provisions in partnership agreements, limited liability company organizational
governance documents, joint venture agreements and other similar agreements
entered into in the ordinary course of business that restrict the Transfer of
ownership interests in or the payment of dividends or distributions from such
partnership, limited liability company, joint venture or similar
Person;

     

    (6) Purchase
Money Indebtedness and Capital Lease Obligations incurred pursuant to clause (8)
of Section 4.09(b) that impose restrictions of the nature described in clause
(c) above on the assets acquired;

     

    (7) any
encumbrances or restrictions imposed by any amendments or Refinancings of the
contracts, instruments or obligations referred to in clause (1), (4) or (6)
above or clause (11) below; provided that such amendments
or Refinancings are, in the good faith judgment of the Board of Directors, no
more materially restrictive with respect to such encumbrances and restrictions
than those prior to such amendment or Refinancing;

     

    (8) covenants
to maintain net worth, total assets or liquidity and similar financial
responsibility covenants under contracts with customers or suppliers in the
ordinary course of business;

     

    (9) any such
encumbrance or restriction consisting of customary provisions in leases
governing leasehold interests to the extent such provisions restrict the
Transfer of the lease or the property leased thereunder;

     

    (10) customary
provisions in leases, subleases, licenses, sublicenses and service contracts in
the ordinary course of business of the Issuer and the Restricted Subsidiaries
between the Issuer or any Restricted Subsidiary and its customers and other
contracts restricting the assignment thereof;

     

    (11) any
agreement as in effect at the time any Person becomes a Subsidiary of the
Issuer; provided that
such agreement was not entered into in contemplation of such Person becoming a
Subsidiary;

     

    (12) any
agreement with respect to Indebtedness of a Foreign Subsidiary permitted under
this First Supplemental Indenture so long as such prohibitions or limitations
are only with respect to the properties and revenues of such Subsidiary or any
Subsidiary of such Foreign Subsidiary;

     

    (13) indentures,
agreements, notes, instruments and other documents governing Indebtedness
permitted to be incurred under this First Supplemental Indenture so long as the
restrictions imposed pursuant to such Indebtedness are no more restrictive,
taken as a whole, than those restrictions contained in the Credit Facilities on
the Issue Date; and

     

    
      
        44

      

      
        
        

        
          

        

      

      
        
        

      

    

    (14) any
restriction imposed by applicable law, rule, regulation or order.

     

    
      	
              SECTION
      4.09.  

            	
              Incurrence of
      Indebtedness

            


    

     

    .

     

    (a)           The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, incur, directly or indirectly, any Indebtedness; provided that the Issuer or
any Guarantor may incur Indebtedness if, immediately after giving effect to such
incurrence, the Consolidated Coverage Ratio is 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, and the
application of proceeds therefrom, had occurred at the beginning of such
four-quarter period (this proviso, the “Coverage Ratio
Exception”).

     

    (b)           Section
4.09(a) will not prohibit incurrence of the following Indebtedness
(collectively, “Permitted
Indebtedness”):

     

    (1) the Notes
issued on the Issue Date and any related Guarantees;

     

    (2) Indebtedness
of the Issuer or any Restricted Subsidiary to the extent outstanding on the
Issue Date (other than Indebtedness under the Credit Facilities);

     

    (3) Indebtedness
of the Issuer or any Restricted Subsidiary under Credit Facilities in an
aggregate amount at any time outstanding pursuant to this clause (3) (including
amounts outstanding on the Issue Date) not to exceed the greater
of:

     

    (A)           $1,500.0
million; and

     

    (B)           the
sum of (x) $1,100.0 million, (y) 75% of the net book value of the Inventory of
the Issuer and the Restricted Subsidiaries and (z) 85% of the net book value of
the accounts receivable of the Issuer and the Restricted Subsidiaries, in each
case determined on a consolidated basis in accordance with GAAP;

     

    (4) Refinancing
Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio
Exception, clause (1) of this Section 4.09(b), clause (2) of this Section
4.09(b) (other than any Indebtedness owed to the Issuer or any of its
Subsidiaries), this clause (4), or clause (16) of this Section
4.09(b);

     

    (5) Indebtedness
owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted
Subsidiary; provided
that

     

    (A)           any
such Indebtedness owed by the Issuer shall be subordinated by its terms to the
prior payment in full in cash of all Obligations with respect to the Notes, and
any such Indebtedness owed by any Guarantor (other than to the Issuer or any
other Guarantor) shall be subordinated by its terms to the prior payment in full
in cash of all Obligations with respect to the Guarantee of such Guarantor;
and

     

    (B)           if
such Indebtedness is held by a Person other than the Issuer or a Restricted
Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have
incurred Indebtedness not permitted by this clause (5);

     

    
      
        45

      

      
        
        

        
          

        

      

      
        
        

      

    

    (6) (x) the
guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a
Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a
Guarantor of Indebtedness of any other Restricted Subsidiary that is not a
Guarantor; provided
that, in each case, the Indebtedness being guaranteed is incurred pursuant to
the Coverage Ratio Exception or is Permitted Indebtedness;

     

    (7) Hedging
Obligations;

     

    (8) Purchase
Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted
Subsidiary incurred to finance the acquisition, construction or improvement of
any assets (including capital expenditures of the Issuer or any Restricted
Subsidiary), and Refinancings thereof, in an aggregate amount at any time
outstanding pursuant to this clause (8) not to exceed the greater of (x) $75.0
million and (y) 5.0% of the Consolidated Net Tangible Assets of the
Issuer;

     

    (9) Indebtedness
of any Foreign Subsidiary in an aggregate amount not to exceed at any time
outstanding pursuant to this clause (9) not to exceed the greater of (x) $75.0
million and (y) 5.0% of the Consolidated Net Tangible Assets of the
Issuer;

     

    (10) Indebtedness
of the Issuer or any of its Restricted Subsidiaries represented by worker’s
compensation claims and other statutory or regulatory obligations,
self-insurance obligations, tender, bid, performance, government contract,
surety or appeal bonds, standby letters of credit and warranty and contractual
service obligations of like nature, trade letters of credit or documentary
letters of credit, in each case to the extent incurred in the ordinary course of
business of the Issuer or such Restricted Subsidiary;

     

    (11) customary
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred in connection with the acquisition or disposition of any assets
of the Issuer or any Restricted Subsidiary (other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such assets
for the purpose of financing such acquisition);

     

    (12) obligations
in respect of performance bonds and completion, guarantee, surety and similar
bonds in the ordinary course of business;

     

    (13) Indebtedness
in respect of Treasury Services Agreements (including Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds);

     

    (14) Indebtedness
arising in connection with endorsement of instruments for deposit in the
ordinary course of business;

     

    (15) Indebtedness
consisting of take-or-pay obligations contained in supply agreements relating to
products, services or commodities of a type that the Issuer or any of its
Subsidiaries uses or sells in the ordinary course of business;

     

    (16) Acquired
Indebtedness; provided
that after giving effect to such acquisition or merger, either

     

    (A)           the
Issuer would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Coverage Ratio Exception; or

     

    
      
        46

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B)           the
Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is
equal to or greater than immediately prior to such acquisition or
merger;

     

    (17) Indebtedness
consisting of the financing of insurance premiums;

     

    (18) Indebtedness
consisting of Guarantees incurred in the ordinary course of business under
repurchase agreements or similar agreements in connection with the financing of
sales of goods in the ordinary course of business;

     

    (19) additional
Indebtedness in an aggregate principal amount not to exceed $75.0 million at any
time outstanding pursuant to this clause (19); and

     

    (20) the
incurrence of Indebtedness by Unrestricted Subsidiaries.

     

    (c)           For
purposes of determining compliance with this Section 4.09, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (20) above or is
entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer
shall, in its sole discretion, classify such item of Indebtedness and may divide
and classify such Indebtedness in more than one of the types of Indebtedness
described and may later reclassify such item into any one or more of the
categories of Indebtedness described above (provided that at the time of
reclassification it meets the criteria in such category or
categories).  The maximum amount of Indebtedness that the Issuer or
any Restricted Subsidiary may incur pursuant to this covenant will not be deemed
to be exceeded solely as the result of fluctuations in the exchange rates of
currencies.  In determining the amount of Indebtedness outstanding
under one of the clauses above, the outstanding principal amount of any
particular Indebtedness of any Person shall be counted only once and any
obligation of such Person or any other Person arising under any guarantee, Lien,
letter of credit or similar instrument supporting such Indebtedness shall be
disregarded so long as it is permitted to be incurred by the Person or Persons
incurring such obligation.

     

    (d)           Accrual
of interest or dividends, the accretion of accreted value, the accretion or
amortization of original issue discount and the payment of interest or dividends
in the form of additional Indebtedness, Disqualified Stock or Preferred Stock,
as the case may be, of the same class will not be deemed to be an incurrence of
Indebtedness, Disqualified Stock or Preferred Stock.

     

    (e)           For
purposes of determining compliance with, and the outstanding principal amount of
any particular Indebtedness incurred pursuant to and in compliance with, this
Section 4.09, any other obligation of the obligor on such Indebtedness (or of
any other Person who could have incurred such Indebtedness under this section)
arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or
other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness.

     

    (f)           Notwithstanding
the provisions of clauses (a) through (e) of this Section 4.09, the Issuer will
not, and will not permit any other Guarantor to, incur any Indebtedness that
purports to be by its terms (or by the terms of any agreement or instrument
governing such Indebtedness) subordinated in right of payment to any other
Indebtedness of the Issuer or of such other Guarantor, as the case may be,
unless such Indebtedness is also by its terms made subordinated in right of
payment to the Notes or the Guarantee of such Guarantor, as applicable, to at
least the same extent as such Indebtedness is subordinated in right of payment
to such other Indebtedness of the Issuer or such Guarantor, as the case may
be.

     

    
      
        47

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              SECTION
      4.10.  

            	
              Limitation on Asset
      Sales

            


    

     

    .

     

    (a)           The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale
unless:

     

    (i) the
Issuer or such Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the assets included in
such Asset Sale; and

     

    (ii) at least
75% of the total consideration received in such Asset Sale consists of cash,
Temporary Cash Investments or assets referred to in clause (c) below, in each
case, valued at the Fair Market Value thereof, or a combination of the
foregoing.

     

    For
purposes of clause (ii) above, the following shall be deemed to be
cash:

     

    (A)           the
amount (without duplication) of any liability (other than Subordinated
Obligations) that would be recorded on a balance sheet prepared in accordance
with GAAP of the Issuer or such Restricted Subsidiary that is expressly (I)
assumed by a Person other than the Issuer or a Restricted Subsidiary, or (II) is
expunged by the holder of such liability, and with respect to which, in each
case, the Issuer or such Restricted Subsidiary, as the case may be, is
unconditionally released from further liability with respect
thereto;

     

    (B) the
amount of any obligations or securities received from such Transferee that are
within 180 days repaid, converted into or sold or otherwise disposed of for cash
or Temporary Cash Investments (to the extent of the cash or Temporary Cash
Investments actually so received); and

     

    (C)           any
Designated Noncash Consideration received by the Issuer or any Restricted
Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken
together with all other Designated Noncash Consideration received pursuant to
this clause since the Issue Date that is at the time outstanding and held by the
Issuer or any Restricted Subsidiary, not to exceed the greater of (x) $75.0
million or (y) 2.5% of Total Assets at the time of the receipt of such
Designated Noncash Consideration, with the Fair Market Value of each item of
Designated Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value.

     

    If at any
time any non-cash consideration received by the Issuer or any Restricted
Subsidiary in connection with any Asset Sale is repaid, converted into or sold
or otherwise disposed of for cash or Temporary Cash Investments (other than
interest received with respect to any such non-cash consideration), then the
date of such repayment, conversion, sale or other disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds
thereof shall be applied in accordance with this Section 4.10.

     

    (b)           If
the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or
a Restricted Subsidiary shall, no later than 365 days following the consummation
thereof, apply an amount equal to all or any of the Net Available Proceeds
therefrom as follows:

     

    (i)           to
repay or otherwise retire amounts owing under the Credit Facilities in
accordance with the Credit Facilities;

     

    
      
        48

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)           to
repay or otherwise retire amounts owing under other Indebtedness (other than
Subordinated Obligations) that is secured by a Lien, which Lien is permitted by
this First Supplemental Indenture, and to correspondingly reduce commitments
with respect thereto; and/or

     

    (iii)           to
make (1) an Investment in or expenditure for assets (including Capital Stock of
any Person) that replace the assets that were the subject of the Asset Sale or
in assets (including Capital Stock of any Person) that will be used in the
Permitted Business and (2) capital expenditures that will be used in the
Permitted Business (or, in each case of (1) and (2), enter into a binding
commitment for any such investment or expenditure); provided that such binding
commitment shall be treated as a permitted application of the Net Available
Proceeds from the date of such commitment until and only until the earlier of
(x) the date on which such investment or expenditure is consummated and (y) the
180th day following the expiration of the aforementioned 365-day
period.  If the Investment or expenditure contemplated by such binding
commitment is not consummated on or before the 180th day, such commitment shall
be deemed not to have been a permitted application of Net Available
Proceeds.

     

    The
amount of Net Available Proceeds not applied or invested as provided in this
clause (b) will constitute “Excess
Proceeds.”

     

    (c)           When
the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the
Issuer will be required to make an offer to purchase from all noteholders an
aggregate principal amount of Notes and, if the Issuer is required to do so
under the terms of any other Indebtedness ranking pari passu with such Notes,
such other Indebtedness on a pro rata basis with the Notes, equal to the amount
of such Excess Proceeds (a “Net Proceeds
Offer”) in accordance with the procedures set forth in Section
3.09.

     

    The offer
price for the Notes will be payable in cash and will be equal to 100% of the
principal amount of the Notes tendered pursuant to a Net Proceeds Offer (the
“Offered
Price”).  If the aggregate Offered Price of Notes validly
tendered and not withdrawn by noteholders thereof exceeds the amount of Excess
Proceeds, Notes to be purchased will be selected on a pro rata
basis.  Upon completion of such Net Proceeds Offer in accordance with
the foregoing provisions, the amount of Excess Proceeds shall be reduced to
zero.

     

    To the
extent that the aggregate Offered Price of Notes tendered pursuant to a Net
Proceeds Offer (and if applicable, the aggregate amount of pari passu Indebtedness being
repaid, on a pro rata basis with the Notes) is less than the Excess Proceeds
(such shortfall constituting a “Net Proceeds
Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes.

     

    (d)           In
the event of the Transfer of substantially all (but not all) of the assets of
the Issuer and the Restricted Subsidiaries as an entirety to a Person in a
transaction covered by and effected in accordance with Section 5.01, the
Transferee shall be deemed to have sold for cash at Fair Market Value the assets
of the Issuer and the Restricted Subsidiaries not so Transferred for purposes of
this covenant, and shall comply with the provisions of this covenant with
respect to such deemed sale as if it were an Asset Sale (with such Fair Market
Value being deemed to be Net Available Proceeds for such purpose).

     

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

     

    
      
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              SECTION
      4.11.  

            	
              Affiliate
      Transactions

            


    

     

    .

     

    (a) The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, in one transaction or series of related
transactions, Transfer any of its assets to, or purchase any assets from, or
enter into any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any affiliate of the Issuer (an “Affiliate
Transaction”), unless the terms thereof, taken as a whole, are no less favorable
to the Issuer or such Restricted Subsidiary than those that could be obtained at
the time of such transaction in arm’s-length dealings with a Person that is not
such an affiliate.

     

    (b) The Board
of Directors must approve each Affiliate Transaction that involves aggregate
payments or other assets or services with a Fair Market Value in excess of $20.0
million.  This approval must be evidenced by a board resolution that
states that such board has determined that the transaction complies with the
foregoing provisions.

     

    (c) If the
Issuer or any Restricted Subsidiary enters into an Affiliate Transaction that
involves aggregate payments or other assets or services with a Fair Market Value
in excess of $50.0 million, then prior to the consummation of that Affiliate
Transaction, the Issuer must obtain a favorable opinion from an Independent
Financial Advisor that it has determined such Affiliate Transaction to be fair,
from a financial point of view, to the noteholders, and deliver that opinion to
the Trustee.

     

    (d) The
provisions of clauses (a), (b) and (c) of this Section 4.11 shall not
prohibit the following:

     

    (1) transactions
exclusively between, among or solely for the benefit of (i) the Issuer and
one or more Restricted Subsidiaries or (ii) Restricted Subsidiaries; provided, in each case, that
no affiliate of the Issuer (other than another Restricted Subsidiary) owns more
than 10% of the Capital Stock in any such Restricted Subsidiary;

     

    (2) customary
director, officer and employee compensation (including bonuses) and other
benefits (including retirement, health, stock option and other benefit plans)
and indemnification arrangements, and agreements to register securities of
directors, officers, employees or other affiliates, in each case approved by the
Board of Directors;

     

    (3) Restricted
Payments which are made in accordance with Section 4.07 and Investments
constituting Permitted Investments;

     

    (4) any
issuance by the Issuer or any Restricted Subsidiary of Qualified
Stock;

     

    (5) transactions
between the Issuer or any Subsidiary and any Securitization Entity in connection
with a Qualified Securitization Transaction, in each case, provided that such
transactions are not otherwise prohibited by this First Supplemental
Indenture;

     

    (6) transactions
with a Person that is an affiliate solely because the Issuer or any Restricted
Subsidiary owns Capital Stock in such Person; provided that no affiliate of
the Issuer (other than a Restricted Subsidiary) owns more than 10% of the
Capital Stock in such Person; or

     

    (7) purchases
and sales of raw materials or Inventory in the ordinary course of business on
market terms.

     

    
      
        50

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      4.12.  

            	
              Liens

            


    

     

    .

     

    The
Issuer shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any Lien of any kind securing
Indebtedness on any asset of the Issuer or any Restricted Subsidiary (including
Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, or any income or profits therefrom or assign or convey any
right to receive income therefrom, except Permitted Liens, unless the Notes and
the Guarantees are secured on an equal and ratable basis with the obligations so
secured until such time as such obligations are no longer secured by a Lien;
provided that if the
obligations so secured are subordinated in right of payment by their terms to
the Notes or a Guarantee, the Lien securing such obligations will also have
subordinated Lien priority by its terms to the Lien securing the Notes and the
Guarantees at least to a comparable extent.

     

    
      	
              SECTION
      4.13.  

            	
              Offer to Repurchase
      Upon Change of Control

            


    

     

    .

     

    (a) If a
Change of Control occurs, each noteholder will have the right to require the
Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of such holder’s Notes (the “Change of Control
Offer”) at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
holders of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the date fixed for redemption), in
accordance with the provisions of the next paragraph.

     

    (b) Within 30
days following any Change of Control, the Issuer shall mail a notice to each
noteholder, with a copy to the Trustee, in accordance with the procedures set
forth in Section 3.09, that a noteholder must follow in order to have its Notes
purchased

     

    (c) The
Issuer shall comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the purchase of Notes pursuant to this First Supplemental
Indenture.  To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this First Supplemental
Indenture, the Issuer shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under any
covenant of this First Supplemental Indenture by virtue of this
compliance.

     

    
      	
              SECTION
      4.14.  

            	
              Corporate
      Existence

            


    

     

    .

     

    Except as
otherwise permitted by Article 5, the Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

     

    
      	
              SECTION
      4.15.  

            	
              Additional
      Guarantors

            


    

     

    .

     

    The
Issuer shall cause any Subsidiary, whether currently existing or subsequently
acquired or created, that Guarantees the Issuer’s obligations or the obligations
of any Domestic Subsidiary (other than an Unrestricted Subsidiary) under any
Credit Facility to execute and deliver to the Trustee a Guarantee pursuant to
which such Restricted Subsidiary will unconditionally Guarantee, on a joint and
several basis, the full and prompt payment of the principal of, premium, if any
and interest on the Notes and all other obligations under this First
Supplemental Indenture on a senior unsecured basis.  Notwithstanding
the foregoing, in the event any Guarantor is released and discharged in full
from all of its obligations under guarantees of any Credit Facility, then the
Guarantee of such Guarantor shall be automatically and unconditionally released
or discharged; provided
that such Restricted Subsidiary has not incurred any Indebtedness in reliance on
its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations
under such Indebtedness so incurred are satisfied in full or simultaneously
discharged or are otherwise permitted under one of the exceptions available to
Restricted Subsidiaries that are not Guarantors under the definition of
“Permitted Indebtedness” at the time of such release.

     

    
      
        51

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              SECTION
      4.16.  

            	
              Suspension of
      Covenants

            


    

     

    .

     

    During
any period of time that (i) the Notes have Investment Grade Ratings from
both Rating Agencies, and (ii) no Default has occurred and is continuing
under this First Supplemental Indenture (the events described in the foregoing
clauses (i) and (ii) being collectively referred to as a “Covenant
Suspension”), the Issuer and its Restricted Subsidiaries shall not be
subject to the following provisions of this First Supplemental Indenture (the
“Suspended
Covenants”):

     

    (1) Section
4.07;

     

    (2) Section
4.08;

     

    (3) Section
4.09;

     

    (4) Section
4.10;

     

    (5) Section
4.11;

     

    (6) Section
4.15;

     

    (7) Section
4.17; and

     

    (8) clause
(c)(1) of Section 5.01.

     

    In the
event that the Issuer and the Restricted Subsidiaries are not subject to the
Suspended Covenants under this First Supplemental Indenture for any period of
time as a result of the foregoing, and on any subsequent date (the “Reversion
Date”) (a) one or both of the Rating Agencies withdraw their Investment
Grade Rating or downgrade the rating assigned to the Notes below an Investment
Grade Rating or (b) the Issuer or any of its affiliates enters into an agreement
to effect a transaction that would result in a Change of Control and one or more
of the Rating Agencies indicate that if consummated, such transaction (alone or
together with any related recapitalization or refinancing transactions) would
cause such Rating Agency to withdraw its Investment Grade Rating or downgrade
the ratings assigned to the Notes below an Investment Grade Rating, then the
Issuer and the Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenants under this First Supplemental Indenture with respect to
future events.  The period beginning on the day of a Covenant
Suspension Event and ending on a Reversion Date is called a “Suspension
Period.”  The ability of the Issuer and the Restricted
Subsidiaries to make Restricted Payments after the time of such withdrawal,
downgrade, Default or Event of Default will be calculated as if the covenant
governing Restricted Payments had been in effect during the entire period of
time from the Issue Date.

     

    
      	
              SECTION
      4.17.  

            	
              Conduct of
      Business

            


    

     

    
      	
               
      

            	
              .

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, engage in any
business other than the Permitted Business.

     

    
      
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    ARTICLE
5 


     

    SUCCESSORS

     

    
      	
              SECTION
      5.01.  

            	
              Merger, Consolidation,
      or Sale of Assets

            


    

     

    .

     

    (a) The
Issuer shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or Transfer (or cause or permit
any Restricted Subsidiary of the Issuer to Transfer all or substantially all of
the Issuer’s assets (determined on a consolidated basis for the Issuer and its
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

     

    (1)           either:

     

    (A) the
Issuer is the surviving or continuing Person; or

     

    (B) the
Person (if other than the Issuer) formed by such consolidation or into which the
Issuer is merged or the Transferee of such assets (the “Issuer Surviving
Entity”):

     

    
      	
               
      

            	
              (x)

            	
              shall
      be a corporation, partnership or limited liability company organized and
      validly existing under the laws of the United States or any State thereof
      or the District of Columbia; provided that in the
      case where the surviving Person is not a corporation, a co-obligor of the
      Notes is a corporation; and

            


    

     

    
      	
               
      

            	
              (y)

            	
              shall
      expressly assume, by supplemental indenture (in form and substance
      satisfactory to the Trustee), executed and delivered to the Trustee, the
      due and punctual payment of the principal of and premium, if any, and
      interest on all of the Notes and the performance of every covenant under
      the Notes and this First Supplemental Indenture on the part of the Issuer
      to be performed or observed; and

            


    

     

    (2)           each
of the conditions specified in paragraph (c) is satisfied.

     

    For
purposes of the foregoing, the Transfer in a single transaction or series of
related transactions of all or substantially all of the assets of one or more
Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes
all or substantially all of the assets of the Issuer (determined on a
consolidated basis for the Issuer and its Subsidiaries), shall be deemed to be
the Transfer of all or substantially all of the assets of the
Issuer.

     

    (b)           No
Guarantor will, and the Issuer will not cause or permit any such Guarantor to,
consolidate with or merge with or into any Person unless

     

    (1)           either

     

    (A)           such
Guarantor shall be the surviving or continuing Person; or

     

    (B)           the
Person (if other than a Guarantor) formed by such consolidation or into which
such Guarantor is merged shall expressly assume, by supplemental indenture (in
form and substance satisfactory to the Trustee) executed and delivered to the
Trustee, all of the obligations of such Guarantor under its Guarantee and the
performance of every covenant under such Guarantor’s Guarantee and this First
Supplemental Indenture on the part of such Guarantor to be performed or
observed; and

     

    
      
        53

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2)           each
of the conditions specified in paragraph (c) below (other than clause (1)
thereof) is satisfied.

     

    The
requirements of Sections 5.01(a)(2) and (b)(2) shall not apply to (x) a
consolidation or merger of any Guarantor with and into the Issuer or any other
Guarantor, so long as the Issuer or a Guarantor survives such consolidation or
merger, or (y) a Transfer of  any Guarantor that complies with Section
4.10.

     

    (c)           The
following additional conditions shall apply to each transaction described in
Sections 5.01(a) and (b), except that clause (1) below shall not apply to a
transaction described in Section 5.01(b):

     

    (1)           immediately
after giving effect to such transaction and the assumption contemplated above
(including giving effect to any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction), the Issuer (or
the Issuer Surviving Entity, if applicable)

     

    (x)           could
incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio
Exception; or

     

    (y)           the
Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is
equal to or greater than immediately prior to such acquisition or
merger;

     

    (2)           immediately
before and immediately after giving effect to such transaction and the
assumption contemplated above (including giving effect to any Indebtedness
incurred or anticipated to be incurred and any Lien granted in connection with
or in respect of the transaction), no Default has occurred and is continuing;
and

     

    (3)           the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such transaction and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with the applicable provisions of this First Supplemental
Indenture, that all conditions precedent in this First Supplemental Indenture
relating to such transaction have been satisfied and that supplemental indenture
is enforceable.

     

    
      	
              SECTION
      5.02.  

            	
              Successor Corporation
      Substituted

            


    

     

    .

     

    Upon any
consolidation, combination or merger, or any transfer of all or substantially
all of the assets of the Issuer in accordance with Section 5.01, in which
the Issuer is not the continuing corporation, the successor Person formed by
such consolidation or into which the Issuer is merged or to which such
conveyance, lease or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this First
Supplemental Indenture and the Notes with the same effect as if such surviving
entity had been named as such and that, in the event of a conveyance or transfer
(but not a lease), the conveyor or transferor (but not a lessor) shall be
released from the provisions of this First Supplemental Indenture.

     

    
      
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    ARTICLE
6 

    


     

    DEFAULTS
AND REMEDIES

     

    
      	
              SECTION
      6.01.  

            	
              Events
      of  Default

            


    

     

    .

     

    Any of
the following shall constitute an Event of Default:

     

    (a) default
for 30 days in the payment when due of interest on any Note;

     

    (b) default
in the payment when due of principal on any Note, whether upon maturity,
acceleration, optional redemption, required repurchase or
otherwise;

     

    (c) failure
to perform or comply with the covenant described under Section 4.13 or the
provisions of Section 3.09 applicable to a Change of Control Offer.

     

    (d) failure
to perform or comply with any covenant, agreement or warranty in this First
Supplemental Indenture (other than any specified in clause (a), (b) or (c)
above) which failure continues for 60 days after written notice thereof has been
given to the Issuer by the Trustee or to the Issuer and the Trustee by the
holders of at least 25% in aggregate principal amount of then outstanding
Notes;

     

    (e) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists
or is created after the Issue Date, which

     

    (A)           is
caused by a failure to pay such Indebtedness at Stated Maturity (after giving
effect to any grace period related thereto) (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 as to which a Payment
Default or acceleration shall have occurred, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $25.0 million or
more;

     

    (f) one or
more final and non-appealable judgments, orders or decrees for the payment of
money of $25.0 million or more, individually or in the aggregate, shall be
entered against the Issuer or any Restricted Subsidiary or any of their
respective properties and which final and non-appealable judgments, orders or
decrees are not covered by third party indemnities or insurance as to which
coverage has not been disclaimed and are not paid, discharged, bonded or stayed
within 60 days after their entry;

     

    (g) a court
having jurisdiction in the premises enters (x) a decree or order for relief in
respect of the Issuer or any of its Significant Subsidiaries in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (y) a decree or order adjudging the
Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Issuer or any of its
Significant Subsidiaries under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Issuer or any of its Significant Subsidiaries or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days;

     

    
      
        55

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h) the
Issuer or any of its Significant Subsidiaries:

     

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

     

    (ii) consents
to the entry of a decree or order for relief in respect of the Issuer or any of
its Significant Subsidiaries in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer or any of its Significant Subsidiaries;
or

     

    (iii) files a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state law; or

     

    (iv) consents
to the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Issuer or any of its Significant Subsidiaries or of any
substantial part of its property; or

     

    (v) makes an
assignment for the benefit of creditors; or

     

    (vi) admits in
writing its inability to pay its debts generally as they become
due;

     

    (vii) or takes
corporate action in furtherance of any such action; or

     

    (i) the
Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full
force and effect (other than in accordance with the terms of such Guarantee and
this First Supplemental Indenture) or is declared null and void and
unenforceable or is found invalid or any Guarantor denies its liability under
its Guarantee (other than by reason of release of a Guarantor from its Guarantee
in accordance with the terms of this First Supplemental Indenture and the
Guarantee).

     

    
      	
              SECTION
      6.02.  

            	
              Acceleration

            


    

     

    .

     

    If an
Event of Default occurs and is continuing (other than an Event of Default
described in clause (g) or (h) above with respect to the Issuer), the Trustee or
the holders of at least 25% in principal amount of the outstanding Notes may
declare the principal of and accrued but unpaid interest on all the Notes to be
due and payable.  Upon such a declaration, such principal and interest
shall be due and payable immediately.  If an Event of Default
described in clause (g) or (h) above occurs with respect to the Issuer, the
principal of and interest on all the Notes will immediately become due and
payable without any declaration or other act on the part of the Trustee or any
holders of the Notes.  Under certain circumstances, the holders of a
majority in principal amount of the outstanding Notes may rescind any such
acceleration with respect to the Notes and its consequences.

     

    
      
        56

      

      
        
        

        
          

        

      

      
        
        

      

    

    At any
time after a declaration of acceleration with respect to the Notes as described
in the preceding paragraph, the Holders of a majority in principal amount of the
Notes may rescind and cancel such declaration and its consequences (i) if
the rescission would not conflict with any judgment or decree, (ii) if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration,
(iii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due
otherwise than by such declaration of acceleration, has been paid, (iv) if
the Issuer has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and (v) in the event
of the cure or waiver of an Event of Default of the type described in clauses
(g) or (h) of Section 6.01, the Trustee shall have received an
Officers’ Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived.  No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

     

    
      	
              SECTION
      6.03.  

            	
              Other
      Remedies

            


    

     

    .

     

    If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this First
Supplemental Indenture.  The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are cumulative to the extent permitted
by law.

     

    
      	
              SECTION
      6.04.  

            	
              Amendments and
      Waivers

            


    

     

    .

     

    Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on
it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this First Supplemental 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
      6.05.  

            	
              Control by
      Majority

            


    

     

    .

     

    Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on
it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this First Supplemental 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

            


    

     

    .

     

    Except to
enforce the right to receive payment of principal or interest when due, no
noteholder may pursue any remedy with respect to this First Supplemental
Indenture or the Notes unless:

     

    (a) such
holder has previously given the Trustee notice that an Event of Default is
continuing;

     

    (b) holders
of at least 25% in principal amount of the outstanding Notes have requested the
Trustee to pursue the remedy;

     

    
      
        57

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) such
holders have offered the Trustee security or indemnity satisfactory to it
against any loss, liability or expense;

     

    (d) the
Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and

     

    (e) the
holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day
period.

     

    
      	
              SECTION
      6.07.  

            	
              Rights of Holders of
      Notes to Receive Payment

            


    

     

    .

     

    Notwithstanding
any other provision of this First Supplemental Indenture, the right of any
Holder to receive payment of principal, premium, 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(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Issuer for the whole amount of principal
of, premium on, 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 Issuer (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.  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 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.

     

     

    
      
        58

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.10.  

            	
              Priorities

            


    

     

    .

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      6.11.  

            	
              Undertaking for
      Costs

            


    

     

    .

     

    In any
suit for the enforcement of any right or remedy under this First Supplemental
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.  This Section does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.06, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

     

    ARTICLE
7


     

    TRUSTEE

     

    
      	
              SECTION
      7.01.  

            	
              Certain Duties and
      Responsibilities

            


    

     

    
      	
               
      

            	
              .

            


    

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of this
First Supplemental Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  Whether or not therein expressly so provided, every provision of
this First Supplemental Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 7.01.

     

    The
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this First Supplemental Indenture and no implied
covenants or obligations shall be read into this First Supplemental Indenture
against such Trustee.

     

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

     

    
      
        59

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              SECTION
      7.02.  

            	
              Notice of
      Defaults

            


    

     

    
      	
               
      

            	
              .

            


    

     

    If a
Default occurs and is continuing and is known to the Trustee, the Trustee must
mail to each Holder notice of the Default within 90 days after it occurs.
Notwithstanding the foregoing, except in the case of a Default in the payment of
principal of or interest on any Note, the Trustee may withhold notice if and so
long as a committee of its trust officers determines that withholding notice is
in the interest of the Holders.  In addition, the Issuer is required
to deliver to the Trustee, within 120 days after the end of each fiscal year, a
Officers’ Certificate indicating whether the signers thereof know of any Default
that occurred during the previous year. The Issuer also is required to deliver
to the Trustee, within 30 days after the occurrence thereof, written notice of
any event which would constitute certain Defaults, their status and what action
the Issuer is taking or proposes to take in respect thereof.

     

    


     

    
      	
              SECTION
      7.03.  

            	
              Certain Rights of
      Trustee

            


    

     

    
      	
               
      

            	
              .

            


    

     

    Subject
to the provisions of Section 7.01:

     

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

     

    (b) any
request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by a Issuer Request or Issuer Order or as otherwise expressly provided
herein and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

     

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

     

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

     

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

     

    (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney at the
expense of the Issuer and shall incur no liability of any kind by reason of such
inquiry or investigation;

     

    
      
        60

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (h) The
Trustee shall not be charged with knowledge of any default or Event of Default
unless either (1) a Responsible Officer of the Trustee shall have actual
knowledge of such default or Event of Default or (2) written notice of such
default or Event of Default shall have been given to the Trustee by the Issuer
or any Guarantor or by any Holder;

     

    (i) the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this First
Supplemental Indenture;

     

    (j) 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;
and

     

    (k) 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.

     

    
      	
              SECTION
      7.04.  

            	
              Not Responsible for
      Recitals or Issuance of
Notes

            


    

     

     

    The
recitals contained herein and in the Notes, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
does not assume any responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Notes.  The Trustee shall not be
accountable for the use or application by the Issuer of the Notes or the
proceeds thereof.

     

    
      	
              SECTION
      7.05.  

            	
              May Hold Notes and
      Serve as Trustee Under Other
Indentures

            


    

     

     

    The
Trustee, any Paying Agent or any other agent of the Issuer, in its individual or
any other capacity, may become the owner or pledgee of Notes and, subject to
Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights
it would have if it were not Trustee, Paying Agent or such other
agent.

     

    Subject
to the provisions of Section 7.08, the Trustee may become and act as trustee
under other indentures under which other securities, or certificates of interest
or participation in other securities, of the Issuer are outstanding in the same
manner as if it were not Trustee.

     

    
      	
              SECTION
      7.06.  

            	
              Money Held in
      Trust

            


    

     

     

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

     

    
      
        61

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      7.07.  

            	
              Compensation and
      Reimbursement

            


    

     

     

    The
Issuer agrees

     

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

     

    (b) except as
otherwise expressly provided herein, to reimburse the Trustee, and each
predecessor Trustee, upon its request for all expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this First Supplemental Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or willful misconduct; and

     

    (c) to fully
indemnify the Trustee, and each predecessor Trustee, for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

     

    As
security for the performance of the obligations of the Issuer under this Section
the Trustee shall have a lien prior to the Notes upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of the Notes.  When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section
501 or in connection with Article Five, the expenses (including the reasonable
fees and expenses of its counsel) and the compensation for the service in
connection therewith are intended to constitute expenses of administration under
any bankruptcy law.  The provisions of this Section shall survive the
resignation or removal of the Trustee and the termination of this First
Supplemental Indenture.

     

    
      	
              SECTION
      7.08.  

            	
              Disqualification:
      Conflicting Interests

            


    

     

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign
to the extent and in the manner provided by, and subject to the provisions of
the Trust Indenture Act and this First Supplemental Indenture.  To the
extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under the Base Indenture with
respect to Securities of more than one series.

     

    
      	
              SECTION
      7.09.  

            	
              Corporate Trustee
      Required: Eligibility

            


    

     

     

     

    There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$500,000,000 subject to supervision or examination by Federal or State authority
and having its Corporate Trust Office in The City of New York.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     

    
      
        62

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      7.10.  

            	
              Resignation and
      Removal; Appointment of
Successor

            


    

     

     

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.

     

    (b) The
Trustee may resign at any time by giving written notice thereof to the
Issuer.  If the instrument of acceptance by a successor Trustee
required by Section 7.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition at the expense of the Issuer any court of competent jurisdiction for
the appointment of a successor Trustee.

     

    (c) The
Trustee may be removed at any time by Act of the Holders of a majority in
principal amount of the Notes then outstanding voting as a single class,
delivered to the Trustee and to the Issuer.  If the instrument of
acceptance by a successor Trustee required by Section 7.11 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may petition at the expense of the Issuer any court
of competent jurisdiction for the appointment of a successor
Trustee.

     

    (d) If at any
time:

     

    (1) the
Trustee shall fail to comply with Section 7.08(a) after written request therefor
by the Issuer or by any Holder who has been a bona fide Holder for at least six
months, or

     

    (2) the
Trustee shall cease to be eligible under Section 7.09 and shall fail to resign
after written request therefor by the Issuer or by any such Holder,
or

     

    (3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Issuer by or pursuant to a Board
Resolution may remove the Trustee, or (ii) subject to Section 6.05, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee or Trustees.

     

    (e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Issuer, by or pursuant
to a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of Section 7.11.  If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Notes then outstanding voting as a single
class delivered to the Issuer and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.11, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the
Issuer.  If no successor Trustee shall have been so appointed by the
Issuer or the Holders and accepted appointment in the manner required by Section
7.11, any Holder who has been a bona fide Holder for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     

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

     

    
      	
              SECTION
      7.11.  

            	
              Acceptance of
      Appointment by Successor

            


    

     

     

    (a) In case
of the appointment hereunder of a successor Trustee, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Issuer or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee
hereunder.  Any Trustee ceasing to act shall, nevertheless, retain its
prior lien upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section
7.07.

     

    (b) In case
of the appointment hereunder of a successor Trustee, the Issuer, the retiring
Trustee and each successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Issuer or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder.

     

    (c) Upon
request of any such successor Trustee, the Issuer shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section 7.11, as the case may be.

     

    (d) No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article 7.

     

    
      	
              SECTION
      7.12.  

            	
              Merger, Conversion,
      Consolidation or Succession to
Business

            


    

     

     

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

     

    
      
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              SECTION
      7.13.  

            	
              Preferential
      Collection of Claims Against
Issuer

            


    

     

     

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

     

    
      	
              SECTION
      7.14.  

            	
              Investment of Certain
      Payments Held by the
Trustee.

            


    

     

    


     

    Any
amounts deposited by the Issuer and held by the Trustee hereunder, other than
pursuant to Section 8.04 or Section 8.06, shall be invested by the Trustee from
time to time at the direction of the Issuer in such investments as may be
specified in writing by the Issuer and reasonably agreed to by the Trustee from
time to time; provided that no amounts deposited in respect of any payment on
the Notes shall be invested in an investment that matures after the due date of
such payment and that the Trustee shall have no liability to the Issuer for any
loss on such investments; provided, further, that in investing trust funds
pursuant to the terms of this Section 7.14 and liquidating any investments held
in trust hereunder, the Trustee may, to the extent permitted by law, purchase
securities (including for the purposes of this paragraph securities as to which
the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell
securities to, itself or any Trustee Affiliate and purchase securities
underwritten by, or in which a market is made by, the Trustee or a Trustee
Affiliate.  For the purposes hereof, a “Trustee Affiliate” shall mean
an entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
Trustee.  Any income or gain realized as a result of any such
investment shall be promptly distributed to the Issuer after payment of any
amounts required to be paid to the Holders entitled thereto, except after the
occurrence and during the continuance of an Event of Default.  The
Trustee shall have no liability to the Issuer for any loss resulting from any
investment made in accordance with this Section 7.14, and shall bear no expense
in connection with any investment pursuant to this Section 7.14.  Any
such investment may be sold (without regard to maturity date) by the Trustee
whenever necessary to make any distribution required by this First Supplemental
Indenture.

     

    ARTICLE
8

     

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    
      	
              SECTION
      8.01.  

            	
              Option to Effect Legal
      Defeasance or Covenant
Defeasance

            


    

     

    .

     

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

     

    
      	
              SECTION
      8.02.  

            	
              Legal Defeasance and
      Discharge

            


    

     

    .

     

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

     

    
      
        65

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      8.03.  

            	
              Covenant
      Defeasance

            


    

     

    .

     

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

     

    
      	
              SECTION
      8.04.  

            	
              Conditions to Legal or
      Covenant Defeasance

            


    

     

    .

     

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

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (a) the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in United States dollars, non-callable U.S. Government
Obligations, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal amount at maturity of, premium and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

     

    (b) in the
case of an election under Section 8.02, the Issuer shall have delivered to
the Trustee an Opinion of Counsel in the United States of America reasonably
acceptable to the Trustee confirming that (A) the Issuer has received from,
or there has been published by, the Internal Revenue Service a ruling or
(B) since the Issue Date, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for Federal income tax purposes as a result
of such Legal Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

     

    
      
        66

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) in the
case of an election under Section 8.03, the Issuer shall have delivered to
the Trustee an Opinion of Counsel in the United States of America reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for Federal income tax purposes as a
result of such Covenant Defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

     

    (d) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
incurrence of Indebtedness all or a portion of the proceeds of which will be
used to defease the Notes pursuant to this Article 8 concurrently with such
incurrence and the grant of a Lien to secure such Indebtedness) or insofar as
Section 6.01(g) or 6.01(h)  is concerned, at any time in the
period ending on the 91st day after the date of deposit;

     

    (e) such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this First Supplemental Indenture
(other than a Default or an Event of Default resulting from the borrowing of
funds to be applied to such deposit and the grant of any Lien securing such
borrowing) or any other material agreement or instrument to which the Issuer or
any of its Subsidiaries is a party or by which the Issuer or any of its
Subsidiaries is bound;

     

    (f) the
Issuer shall have delivered to the Trustee an Opinion of Counsel (which may be
subject to customary exceptions) to the effect that after the 91st day
following the deposit, the trust funds will not be subject to the effect of the
preference provisions of Section 547 of the United States Federal
Bankruptcy Code;

     

    (g) the
Issuer shall have delivered to the Trustee an Officers’ Certificate stating that
the deposit was not made by the Issuer with the intent of preferring the Holders
over any other creditors of the Issuer or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Issuer or
others;

     

    (h) the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with; and

     

    (i) the
Issuer shall have paid or duly provided for payment of all amounts then due to
the Trustee pursuant to Section 7.07.

     

    Notwithstanding
the foregoing, the Opinion of Counsel required by clause (b) above with
respect to a Legal Defeasance need not be delivered if all Notes not therefor
delivered to the Trustee for cancellation (A) have become due and payable,
or (B) will become due and payable on the maturity date within one year
under arrangements satisfactory to the Trustee for giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Issuer

     

    
      	
              SECTION
      8.05.  

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

            


    

     

    .

     

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

     

    
      
        67

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    
      	
              SECTION
      8.06.  

            	
              Satisfaction and
      Discharge

            


    

     

    .

     

    This
First Supplemental Indenture shall be discharged and shall cease to be of
further effect (except as to surviving rights or registration of transfer or
exchange of the Notes, as expressly provided for in this First Supplemental
Indenture) as to all outstanding Notes when (i) either (a) all the
Notes theretofore authenticated and delivered (except lost, stolen or destroyed
Notes which 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
Issuer and thereafter repaid to the Issuer or discharged from such trust) have
been delivered to the Trustee for cancellation or (b) outstanding Notes have
become due and payable whether at maturity or as a result of the mailing of a
notice of redemption, and the Issuer irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Notes,
including interest thereon and (ii) the Issuer has paid all other sums
payable under this First Supplemental Indenture by the Issuer.  The
Trustee will acknowledge the satisfaction and discharge of this First
Supplemental Indenture if the Issuer has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, at the cost and expense of the Issuer,
stating that all conditions precedent under this First Supplemental Indenture
relating to the satisfaction and discharge of this First Supplemental Indenture
have been complied with.

     

    
      	
              SECTION
      8.07.  

            	
              Repayment to
      Issuer

            


    

     

    .

     

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

     

    Reinstatement

     

    
      
        68

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	
              SECTION
      8.08.  

            	
              Survival

            


    

     

    .

     

    The
Trustee’s rights under this Article 8 shall survive termination of this First
Supplemental Indenture or the resignation of the Trustee.

     

    ARTICLE
9


     

    AMENDMENT,
SUPPLEMENT AND WAIVER

     

    
      	
              SECTION
      9.01.  

            	
              Without Consent of
      Holder

            


    

     

    .

     

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

     

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

     

    (b) to
provide for the assumption by a successor Person of the obligations of the
Issuer or any Guarantor under this First Supplemental Indenture in accordance
with Section 5.01;

     

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

     

    (d) to add a
Guarantor;

     

    (e) to
release a Guarantor from its Guarantee when permitted by this First Supplemental
Indenture;

     

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

     

    (g) to comply
with any requirement of the SEC in connection with the qualification of this
First Supplemental Indenture under the Trust Indenture Act;

     

    (h) to make
any other change that does not materially adversely affect the rights of any
Holder; or

     

    (i) to
conform this First Supplemental Indenture to the Description of Notes contained
in the Prospectus Supplement.

     

     

    
      
        69

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      9.02.  

            	
              Supplemental
      Indentures with Consent of
Holders

            


    

     

    
      	
               
      

            	
              .

            


    

     

    Except as
provided below in this Section 9.02, this First Supplemental Indenture
(including Sections 3.09, 4.10 and 4.13), the Guarantees and the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding voting as a single class
(including 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, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this First Supplemental Indenture, the
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes).  The provisions of
Section 2.08 shall determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02.

     

    Upon the
request of the Issuer 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, the Trustee shall join with the
Issuer 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 First Supplemental Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

     

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

     

    After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuer shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Issuer to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.  Subject to Sections 6.04 and 6.07, 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 Issuer with
any provision of this First Supplemental Indenture or the
Notes.  However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any
Notes held by a non-consenting Holder):

     

    (a) reduce
the principal of or change the fixed maturity of any Note;

     

    (b) alter the
provisions with respect to the redemption or purchase provisions of any Note or
this First Supplemental Indenture in a manner adverse to the holders of the
Notes (other than the provisions of this First Supplemental Indenture relating
to any offer to purchase required under Section 4.13);

     

    (c) waive a
redemption or purchase payment due with respect to any Note;

     

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

     

    (e) waive a
Default in the payment of principal or interest on the Note (except that holders
of at least at majority aggregate principal amount of then outstanding Notes may
(x) rescind acceleration of the Notes that resulted from a non-payment and (y)
waive the payment default that resulted from such acceleration);

     

    
      
        70

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f) make the
principal of or interest on any Note payable in money other than United States
Dollars;

     

    (g) make any
change in the provisions of this First Supplemental Indenture relating to
waivers of past Defaults or the rights of holders of Notes to receive payments
of principal of or interest on the Notes;

     

    (h) make the
Notes or any Guarantee subordinated by their or its terms in right of payment to
any other Indebtedness;

     

    (i) release
any Guarantor that is a Significant Subsidiary from its Guarantee except in
compliance with this First Supplemental Indenture; or

     

    (j) make any
change in the amendment and waiver provisions of this First Supplemental
Indenture

     

    
       

    

    
      	
              SECTION
      9.03.  

            	
              Compliance with Trust
      Indenture Act

            


    

     

    .

     

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

     

    
      	
              SECTION
      9.04.  

            	
              Revocation and Effect
      of Consents

            


    

     

    .

     

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

     

    
      	
              SECTION
      9.05.  

            	
              Trustee to Sign
      Amendments

            


    

     

    .

     

    The
Trustee shall sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  None of the
Issuer nor any Guarantor may sign an amendment or supplemental indenture until
its board of directors (or committee serving a similar function) approves
it.  In executing any amended or supplemental indenture, the Trustee
shall be provided with and (subject to Section 7.01) shall be fully protected in
relying upon an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this First Supplemental Indenture and that such amended or supplemental
indenture is the legal, valid and binding obligations of the Issuer enforceable
against it in accordance with its terms, subject to customary exceptions and
that such amended or supplemental indenture complies with the provisions hereof
(including Section 9.03).

     

    
      
        71

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      ARTICLE
10

       

      [RESERVED]

       

      ARTICLE 11

       

      GUARANTEES

       

       

    

    
      	
              SECTION
      11.01.  

            	
              Guarantees

            


    

     

    .

     

    Each
Guarantor hereby unconditionally guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Issuer under this First Supplemental Indenture and the Notes
and (b) the full and punctual performance within applicable grace periods
of all other obligations of the Issuer under this First Supplemental Indenture
and the Notes (all the foregoing being hereinafter collectively called the
“Guaranteed
Obligations”).  Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Guarantor and that such Guarantor will remain
bound under this Article 11 notwithstanding any extension or renewal of any
Guaranteed Obligation.

     

    Each
Guarantor waives presentation to, demand of, payment from and protest to the
Issuer of any of the Guaranteed Obligations and also waives notice of protest
for nonpayment.  Each Guarantor waives notice of any default under the
Notes or the Guaranteed Obligations.  The obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any right or remedy
against the Issuer or any other Person under this First Supplemental Indenture,
the Notes or any other agreement or otherwise; (b) any extension or renewal
of any thereof; (c) any rescission, waiver, amendment or modification of
any of the terms or provisions of this First Supplemental Indenture, the Notes
or any other agreement; (d) the release of any security held by any Holder
or the Trustee for the Guaranteed Obligations or any of them; (e) the
failure of any Holder or the Trustee to exercise any right or remedy against any
other guarantor of the Obligations; or (f) except as set forth in
Section 11.06, any change in the ownership of such Guarantor.

     

    Each
Guarantor further agrees that its Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed
Obligations.

     

    Each
Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Issuer or otherwise.

     

    Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
respect of any Guaranteed Obligations until payment in full of all Guaranteed
Obligations.  Each Guarantor further agrees that, as between it, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Guaranteed Obligations may be accelerated as provided in
Article 6 for the purposes of such Guarantor’s Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations, and (y) in the event
of any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Guarantor for the purposes of
this Section.

     

    
      
        72

      

      
        
        

        
          

        

      

      
        
        

      

    

    Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section.

     

    
      	
              SECTION
      11.02.  

            	
              Limitation on
      Liability

            


    

     

    .

     

    Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor (a)
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any Guarantee,
and (b) not result in a distribution to shareholders not permitted under the
applicable state law.  Any term or provision of this First
Supplemental Indenture to the contrary notwithstanding, the maximum aggregate
amount of the Obligations guaranteed hereunder by any Guarantor shall not exceed
the maximum amount that can be hereby guaranteed without rendering this First
Supplemental Indenture, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.  Each
Guarantor that makes a payment or distribution under a Guarantee will be
entitled to a contribution from each other Guarantor in an amount pro rata,
based on the net assets of each Guarantor.

     

    
      	
              SECTION
      11.03.  

            	
              Successors and
      Assigns

            


    

     

    .

     

    This
Article 11 shall be binding upon each Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges conferred upon
that party in this First Supplemental Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this First Supplemental
Indenture.

     

    
      	
              SECTION
      11.04.  

            	
              No
      Waiver

            


    

     

    .

     

    Neither a
failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article 11 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or
privilege.  The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11 at
law, in equity, by statute or otherwise.

     

    
      	
              SECTION
      11.05.  

            	
              [Reserved]

            


    

     

    .

     

    
      	
              SECTION
      11.06.  

            	
              Release of
      Guarantor

            


    

     

    .

     

    The
Guarantee of any Restricted Subsidiary will be automatically and unconditionally
released and discharged upon any of the following:

     

    (a) any sale,
exchange or transfer by the Issuer or any Restricted Subsidiary to any Peron or
Persons, as a result of which the Restricted Subsidiary is no longer a
Subsidiary of the Issuer, of a majority of the Capital Stock of, or all or
substantially all the assets of, such Restricted Subsidiary, which sale,
exchange or transfer is made in accordance with the provisions of this First
Supplemental Indenture;

     

    
      
        73

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) the
designation of such Restricted Subsidiary as an Unrestricted Subsidiary in
accordance with the provisions of this First Supplemental Indenture;
or

     

    (c) the
release of such Restricted Subsidiary’s Guarantee under any Credit Facility;
provided that such
Restricted Subsidiary has not incurred any Indebtedness in reliance on its
status as a Guarantor under Section 4.09 unless such Guarantor’s obligations
under such Indebtedness so incurred are satisfied in full or simultaneously
discharged or are otherwise permitted under one of the exceptions available to
Restricted Subsidiaries that are not Guarantors under the definition of
“Permitted Indebtedness” at the time of such release;

     

    provided,
in each such case, that the Issuer has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this First Supplemental Indenture relating to such
transactions have been complied with and that such release is authorized and
permitted under this First Supplemental Indenture.

     

    
      	
              SECTION
      11.07.  

            	
              Contribution

            


    

     

    .

     

    Each
Guarantor that makes a payment under its Guarantee shall be entitled upon
payment in full of all Guaranteed Obligations to contribution from each
Guarantor, as applicable, in an amount equal to such Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors
at the time of such payment determined in accordance with GAAP.

     

    
      ARTICLE
12

       

      [RESERVED]

       

      ARTICLE 13

       

      MISCELLANEOUS

       

       

    

    
      	
              SECTION
      13.01.  

            	
              Trust Indenture Act
      Controls

            


    

     

    .

     

    If any
provision of this First Supplemental Indenture limits, qualifies or conflicts
with another provision which is required to be included in this First
Supplemental Indenture by the TIA, the provision required by the TIA shall
control.

     

    
      	
              SECTION
      13.02.  

            	
              Notices

            


    

     

    .

     

    Any
notice or communication by the Issuer or the Trustee to the other is duly given
if in writing and delivered in person or mailed by first class mail (registered
or certified, return receipt requested), facsimile or electronic transmission or
overnight air courier guaranteeing next-day delivery, to the other’s
address:

     

    If to the
Issuer:

    


    Solutia
Inc.

    575
Maryland Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri 63166

    Attention:  General
Counsel

    Telecopier
No.:  (314) 707-2903

    


    
      
        74

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    With a
copy to:

     

    Kirkland
&Ellis LLP

    601
Lexington Avenue

    New York,
New York 10022

    Attention:  Christian
O. Nagler, Esq.

    Telecopier
No.  (212) 446-4900

     

    If to the
Trustee:

     

    The Bank
of New York Mellon Trust Company, N.A.

    2 North
LaSalle Street, Suite 2010

    Chicago,
Illinois 60602

    Attention:  Corporate
Trust Administration

    Telecopier
No.:  (312) 827-8542

     

    The
Issuer or the Trustee, by notice to the other, may designate additional or
different addresses for subsequent notices or communications.

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      13.03.  

            	
              Communication by
      Holders of Notes with Other Holders of
  Notes

            


    

     

    .

     

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

     

     

    
      
        75

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      13.04.  

            	
              Certificate and
      Opinion as to Conditions
Precedent

            


    

     

    .

     

    Upon any
request or application by the Issuer to the Trustee to take any action under any
provision of this First Supplemental Indenture, the Issuer shall furnish to the
Trustee:

     

    (a) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 13.05) stating
that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this First Supplemental Indenture relating to the proposed
action have been complied with; and

     

    (b) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 13.05) stating that, in
the opinion of such counsel, all such conditions precedent and covenants have
been complied with.

     

    
      	
              SECTION
      13.05.  

            	
              Statements Required in
      Certificate or Opinion

            


    

     

    .

     

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

     

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

     

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

     

    (c) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

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

     

    
      	
              SECTION
      13.06.  

            	
              Rules by Trustee and
      Agents

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.07.  

            	
              No Personal Liability
      of Directors, Officers, Employees and
  Stockholders

            


    

     

    .

     

    No past,
present or future director, officer, employee, incorporator or stockholder of
the Issuer, any Guarantor or the Trustee, as such, shall have any liability for
any obligations of the Issuer or of the Guarantors under the Notes, this First
Supplemental Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for issuance of the
Notes.

     

    
      	
              SECTION
      13.08.  

            	
              Governing
      Law

            


    

     

    .

     

    THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
FIRST SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

     

    
      
        76

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      13.09.  

            	
              No Adverse
      Interpretation of Other
Agreements

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.10.  

            	
              Successors

            


    

     

    .

     

    All
covenants and agreements of the Issuer in this First Supplemental Indenture and
the Notes shall bind its successors.  All covenants and agreements of
the Trustee in this First Supplemental Indenture shall bind its
successors.

     

    
      	
              SECTION
      13.11.  

            	
              Severability

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.12.  

            	
              Counterpart
      Originals

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.13.  

            	
              Table of Contents,
      Headings, Etc

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.14.  

            	
              Force
      Majeure

            


    

     

    .

     

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

     

    
      	
              SECTION
      13.15.  

            	
              Note Purchases by
      Issuer and Affiliates

            


    

     

    .

     

    The
Issuer and its Affiliates shall be permitted to purchase Notes, whether through
private purchase, open market purchase, tender offer, or
otherwise.  Such purchase or acquisition shall not operate as or be
deemed for any purpose to be a redemption of the Indebtedness represented by
such Notes.  Any Notes purchased or acquired by the Issuer may be
delivered to the Trustee and, upon such delivery the Indebtedness represented
thereby shall be deemed to be satisfied.  Section 2.09 shall be
applicable to any Notes acquired by the Issuer and its Affiliates.

     

    
      
        77

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    [Signatures
on following page]


    
      
        78 


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURES

     

    Dated as
the date first written above

     

     

    
      
        
          
            	 	ISSUER:	 
	 	SOLUTIA
      INC.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ James
      M. Sullivan	 
	 	 	Name: 
      James M. Sullivan	 
	 	 	Title: 
      Chief Financial Officer	 
	 	 	 	 


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	GUARANTORS:	 
	 	 CPFILMS
      INC.	 
	 	 FLEXSYS
      AMERICA CO.	 
	 	 MONCHEM
      INTERNATIONAL, INC.	 
	 	 SOLUTIA
      SYSTEMS, INC.	 
	 	 SOLUTIA
      INTER-AMERICA, INC.	 
	 	 SOLUTIA
      OVERSEAS, INC.	 
	 	 SOLUTIA
      BUSINESS ENTERPRISES INC.	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Timothy
      J. Spihlman	 
	 	 	Name: 
      Timothy J. Spihlman	 
	 	 	Title: 
      Authorized Officer	 
	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	 	 FLEXSYS
      AMERICA L.P.	 
	 	
                       By: 
      Flexsys America Co.,

                          its General Partner

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Timothy
      J. Spihlman	 
	 	 	
                      Name: 
      Timothy J. Spihlman

                    	 
	 	 	Title: 
      Vice President	 
	 	 	 	 


            

          

        

      

    

    


    
      
        
          
            
              	 	S E
      INVESTMENT LLC	 
	 	
                      By: 
      Monchem International Inc.

                          Its Member

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Timothy
      J. Spihlman	 
	 	 	Name: 
      Timothy J. Spihlman	 
	 	 	Title: 
      President	 
	 	 	 	 


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          	 	TRUSTEE:	 
	 	
                   

                  THE BANK OF NEW YORK MELLON TRUST COMPANY,
      N.A.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ M.
      Callahan	 
	 	 	Name: 
      Mary Callahan	 
	 	 	Title: 
      Vice President	 
	 	 	 	 


        

      

    

     

     


    
      
        A-2 


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [FORM OF
FACE OF NOTE]

    
    

     

    
      	 No. 	
               $

            


    

     

                                                                                                                                                                          

    CUSIP
No. 834376 AK1

     

    83⁄4%
Senior Notes due 2017

     

    Solutia
Inc., a Delaware corporation, promises to pay to
[                                                                                                           ],
or registered assigns, the principal sum of [] Dollars ($[]) on November 1,
2017.

     

    Interest
Payment Dates:  May 1 and November 1.

     

    Record
Dates:  April 15 and October 15.

     

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

     

     

     

    
      
        	 	 Solutia
      Inc.	 
	
                By:

              	
                __________________________________

              	 


      

    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    Dated:

     

    
      	
               
      

            	
              TRUSTEE’S
      CERTIFICATE OF

            


    

     

    
      	
               
      

            	
              AUTHENTICATION

            


    

     

    
      	
               
      

            	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.

            


    

     

    
      	
               
      

            	
              as
      Trustee, certifies that this is one
of

            


    

     

    
      	
               
      

            	
              the
      [Global] Notes referred to in the within mentioned
    Indenture.

            


    

     

    By:   ________________________                                                   

    Authorized
Signatory


    
      
        
          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    [GLOBAL
NOTE LEGEND]

     

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

     

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

     

    


     


    
      
        
          A-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
REVERSE SIDE OF NOTE]

     

     

    83⁄4%
Senior Notes due 2017

     

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

     

    1.           Interest

     

    Solutia
Inc., a Delaware corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called the “Issuer”),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  The Issuer will pay interest semi-annually in
arrears on May 1 and November 1 of each year, or, if such date is not a Business
Day, on the next succeeding Business Day (each, an “Interest Payment
Date”), commencing [May 1, 2010]1.  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 the date of issuance of this Note.  The Issuer shall
pay interest on overdue principal and premium, if any, and interest on overdue
installments of interest, to the extent lawful, at a rate that is 1% per annum
in excess of the rate then in effect.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

     

    2.           Method of
Payment

     

    The
Issuer will pay interest on the Notes to the Persons who are registered Holders
of Notes at the close of business on the April 15 or October 15 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 with respect to
defaulted interest.  The Notes will be payable as to principal,
premium and interest at the office or agency of the Issuer maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuer, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium on all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its judgment), to the Issuer or the
Paying Agent.  Such payment shall be in such coin or currency of the
United States of America 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 Mellon Trust Company, N.A. (the “Trustee”),
will act as Paying Agent and Registrar.  The Issuer may appoint and
change any Paying Agent or Registrar without notice to any
holder.  The Issuer or any of its Subsidiaries may act as Paying Agent
or Registrar.

     

    
      

        

      

        
        
          	
                  1

                	
                  In
      the case of Notes issued on the Issue
Date.

                


        

         

      

    

     

    
      
        A-3

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           Indenture

     

    The
Issuer issued the Notes under an Indenture dated as of October 15, 2009, as
supplemented by that First Supplemental Indenture dated October 15, 2009
(collectively, the “Indenture”),
each among the Issuer, 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 Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (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 such terms,
and Holders are referred to the Indenture and the TIA for a statement of those
terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.

     

    The
Issuer shall be entitled, subject to its compliance with Section 4.09 of
the Indenture, to issue Additional Notes pursuant to Section 2.13 of the
Indenture.  The Initial Notes issued on the Issue Date and any
Additional Notes will be treated as a single class for all purposes under the
Indenture.

     

    5.           Optional
Redemption

     

    Except as
set forth below, the Issuer shall not be entitled to redeem the Notes prior to
November 1, 2013.

     

    At any
time prior to November 1, 2013, the Issuer may redeem all or a part of the Notes
(which includes Additional Notes, if any), at a redemption price equal to 100%
of the principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest, if any, to the date of redemption (the “Redemption
Date”), subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date.

     

    On and
after November 1, 2013, the Issuer shall be entitled at its option to redeem all
or a portion of the Notes at the redemption prices set forth below (expressed in
percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon to the applicable Redemption Date (subject to the
right of Holders of record on the relevant date to receive interest due on the
relevant interest payment date), if redeemed during the twelve-month period
beginning on November 1 on the years indicated below:

     

    
      
        
          
            	
                    
                      Year

                    

                  	 	
                    
                      Redemption

                      Price

                    

                  	 
	
                    2013

                  	 	 	104.375	%
	
                    2014

                  	 	 	102.188	%
	
                    2015
      and thereafter

                  	 	 	100.000	%


          

        

      

    

    


    In
addition, at any time on or prior to November 1, 2012, the Issuer shall be
entitled at its option on one or more occasions to redeem Notes in an aggregate
principal amount not to exceed 35% of the aggregate principal amount of the
Notes issued (which includes the Additional Notes, if any) at a redemption price
of 108.750% of the principal amount, plus accrued and unpaid interest to the
Redemption Date, with the Net Cash Proceeds from one or more Equity Offerings;
provided, however, that (1) at
least 65% of such aggregate principal amount of Notes (which includes the
Additional Notes, if any) remains outstanding immediately after the occurrence
of each such redemption (other than Notes held by the Issuer or its
Subsidiaries); and (2) each such redemption occurs within 90 days after the
date of the closing of the related Equity Offering.

     

    
      
        A-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.           Notice of
Redemption

     

    Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder to be redeemed at his or her registered
address.

     

    7.           Repurchase at Option of
Holder

     

    If a
Change of Control occurs, each Holder shall have the right to require that the
Issuer purchase all or a portion of such Holder’s Notes pursuant to the offer
described in the Indenture (the “Change of Control
Offer”), at a purchase price equal to 101% of the principal amount
thereof plus accrued interest, if any, to the date of purchase (subject to the
right of holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the date fixed for
redemption).  Within 30 days following the date upon which the Change
of Control occurred, the Issuer must send, by first class mail, a notice to each
Holder, which notice shall govern the terms of the Change of Control Offer and
shall be in compliance with the Indenture.  Holders electing to have a
Note purchased pursuant to a Change of Control Offer shall be required to
surrender the Note, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Note completed, to the Paying Agent at the address
specified in the notice.

     

    8.           Denominations; Transfer;
Exchange

     

    The Notes
are in registered form without coupons in minimum denominations of $2,000
principal and integral multiples of $1,000 in excess thereof.  A
Holder may transfer or exchange Notes in accordance with the
Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  The Registrar
need not register the transfer of or exchange any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note
not to be redeemed) or any Notes for a period of 15 days before a selection
of Notes to be redeemed or 15 days before an Interest Payment
Date.

     

    9.           Persons Deemed
Owners

     

    The
registered Holder of this Note may be treated as the owner of it for all
purposes.

     

    10.           Discharge and
Defeasance

     

    Subject
to certain conditions, the Issuer at any time shall be entitled to terminate
some or all of its and the Guarantors’ obligations under the Notes and the
Indenture if the Issuer deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be.

     

    11.           Amendment,
Waiver

     

    Subject
to certain exceptions, the Indenture, the Guarantees or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of,
premium, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of the Indenture, the Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes
voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the
Notes).  Without the consent of any Holder, the Indenture, the
Guarantees or the Notes may be amended to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes (provided that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code; or in a manner such
that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code), to add a Guarantor, to release a Guarantor from its Guarantee when
permitted by the Indenture, to add to the covenants of the Issuer for the
benefit of the noteholders or to surrender any right or power conferred upon the
Issuer, to comply with any requirement of the SEC in connection with the
qualifications of the Indenture under the TIA, to make any other change that
does not materially adversely affect the rights of any noteholder, to conform
the text of the Supplemental Indenture to the Description of Notes contained in
the Prospectus Supplement, dated October 9, 2009 used to offer the Notes to
prospective Holders, or make any change in the amendment and waiver provisions
of the Indenture.

     

    
      
        A-5

      

      
        
        

        
          

        

      

      
        
        

      

    

    12.           Defaults and
Remedies

     

    Events of
Default include: (i) default for 30 days in the payment when due of
interest on any Note; (ii) default in the payment when due of principal on
any Note, whether upon maturity, acceleration, optional redemption, required
repurchase or otherwise; (iii) failure to perform or comply with the
covenants described in Section 4.13; (iv) failure to perform or comply with
any covenant, agreement or warranty in the Supplemental Indenture (other than
specified in clauses (i), (ii) or (iii) above) which failure continues for 60
days after written notice hereof has been given to the Issuer by the Trustee or
to the Issuer and the Trustee by the holders of at least 25% in aggregate
principal amount of then outstanding Notes; (v) 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 Issuer or any
Restricted Subsidiary, whether such Indebtedness now exists or is created after
the Issue Date, which (A) is caused by a failure to pay such Indebtedness at
Stated Maturity (after giving effect to any grace period related thereto) (a
“Payment
Default”); or (b) results in the acceleration of such Indebtedness prior
to its Stated Maturity. In each case, the principal amount of any such
Indebtedness as to which a Payment Default or acceleration shall have occurred,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25.0 million or more; (vi) one or more final and
non-appealable judgments, orders or decrees for the payment of money of $25.0
million or more, individually or in the aggregate, shall be entered against the
Issuer or any Restricted Subsidiary or any of their respective properties and
which final and non-appealable judgments, orders or decrees are not covered by
third party indemnitees or insurance as to which coverage has not been
disclaimed and are not paid, discharged, bonded or stayed within 60 days after
their entry; (vii) a court having jurisdiction in the premises enters (x) a
decree for order for relief in respect of the Issuer or any of its Significant
Subsidiaries in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or similar law or (y) a decree
or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer or any of
its Significant Subsidiaries under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Issuer or any of its Significant Subsidiaries or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days; (viii) the Issuer or any of its Significant Subsidiaries:
commences a voluntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or any other case or
proceeding to be adjudicated a bankrupt or insolvent; or consents to the entry
of a decree or order for relief in respect of the Issuer or any of its
Significant Subsidiaries in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer or any of its Significant Subsidiaries; or files a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state law; or consents to the filing of such petition or
to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Issuer or any of its
Significant Subsidiaries or any of any substantial part of its property; or
makes an assignment for the benefit of creditors; or admits in writing its
inability to pay its debts generally as they become due; or takes corporate
action in furtherance of any such action; or (ix) the Guarantee of any Guarantor
that is a Significant Subsidiary ceases to be in full force and effect (other
than in accordance with the terms of such Guarantee and the Indenture) or is
declared null and void and unenforceable or is found invalid or any Guarantor
denies its liability under its Guarantee (other than by reason of release of a
Guarantor from its Guarantee in accordance with the terms of the Indenture and
the Guarantee). If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable by notice in writing to the
Issuer and the Trustee specifying the respective Event of Default and that it is
a “notice of acceleration”, and the same shall become immediately due and
payable.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture and the Trust Indenture Act.  Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Holders of a majority in aggregate principal amount of the
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 the Supplemental Indenture and the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability.  The Issuer is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Issuer 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.

     

    
      
        A-6

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.           Guarantee

     

    The full
and punctual payment by the Issuer of the principal of, premium, if any, and
interest on the Notes is fully and unconditionally guaranteed on a joint and
several senior unsecured basis by each of the Guarantors.

     

    14.           Trustee Dealings with the
Issuer

     

    Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with and collect obligations owed to it by the Issuer or
its Affiliates and may make loans to, accept deposits from, and perform services
for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.

     

    
      
        A-7

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.           No Recourse Against
Others

     

    Any past,
present, or future director, officer, employee, incorporator or stockholder, as
such, of the Issuer, any Guarantors or the Trustee shall not have any liability
for any obligations of the Issuer or any Guarantor under the Notes, the
Indenture, the Guarantees or for any claim based on, in respect of or by reason
of such obligations or their creation.  By accepting a Note, each
Holder waives and releases all such liability.  The waiver and release
are part of the consideration for the issue of the Notes.

     

    16.           Authentication

     

    This Note
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) signs the certificate of authentication on the other side
of this Note.

     

    17.           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 rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    18.           CUSIP
Numbers

     

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

     

    19.           Governing
Law

     

    THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     

    ______________

     

    The
Issuer will furnish to any Holder upon written request and without charge to the
Holder a copy of the Indenture.  Requests may be made to:

     

    Solutia
Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, MO  63166-6760

    Attention:
Chief Financial Officer


    
      
        
          A-8

        

         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    I or we
assign and transfer this Note to

     

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

     

    (Insert
assignee’s soc. sec. or tax I.D. No.)

     

    and
irrevocably appoint agent to transfer this Note on the books of the
Issuer.  The agent may substitute another to act for him.

     

    ____________________________________________________________________________________

     

    Date:  _____________________________Your
Signature:  _______________________________

     

    ____________________________________________________________________________________

    


    Sign
exactly as your name appears on the other side of this Note.

     

                                    __________________________________


    Signature

    


    Signature
Guarantee:

     

    ______________________________________                ___________________________________

    Signature
must be
guaranteed                                                                               Signature

    


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

     


    
      
        
          A-9

        

         


      

      
         


        
          

        

      

      
         


      

    


    [TO BE
ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE

     

    


     

    The
following increases or decreases in this Global Note have been
made:

     

    
      	
              
                Date
      of

                Exchange

              

            	 	
              
                Amount
      of decrease in Principal amount of this Global Note

              

            	 	
              
                Amount
      of increase in Principal amount of this Global Note

              

            	 	
              
                Principal
      amount of this Global Note following such decrease or
      increase

              

            	 	
              
                Signature
      of authorized officer of Trustee or Custodian

              

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

    


    



    
      
        
          A-10

        

         


      

      
         


        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Issuer pursuant to either
Section 4.10 or Section 4.13 of the Indenture, as applicable, check the
corresponding box:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Section
      4.10

                              	 
      	 	
                                Section
      4.13

                              	 	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section  4.10 or Section 4.13 of the Indenture, as applicable, state the
amount in principal amount:  $______________

     

    Dated:           ______________                                     Your Signature: 
___________________________                                                                   

    (Sign
exactly as your name appears on the other side of this Note.)

    


    Signature
Guarantee:        ___________________________                                                                   

    (Signature
must be guaranteed)

    


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

     


    
      
        
          A-11

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM
OF GUARANTEE

     

    For value
received, each Guarantor (which term includes any successor Person under the
Indenture), jointly and severally, unconditionally guarantees, to the extent set
forth in and subject to the provisions in the Indenture, dated as of
October 15, 2009, as supplemented by that First Supplemental Indenture
dated as of October 15, 2009 (collectively, the “Indenture”),
among Solutia Inc., as issuer (the “Issuer”),
the Guarantors from time to time party thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”),
(a) the full and punctual payment of the principal of and interest on the Notes
when due, whether at maturity, by acceleration, redemption or otherwise, and all
other monetary obligations of the Issuer under the Indenture and the Notes and
(b) the full and punctual performance within applicable grace periods of
all other obligations of the Issuer under the Indenture and the Notes (all the
foregoing being hereinafter collectively called the “Guaranteed
Obligations”).  Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Guarantor and that such Guarantor will remain
bound hereunder notwithstanding any extension or renewal of any Guaranteed
Obligation.

     

    The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee.  Each Holder, by accepting the same
agrees to and shall be bound by such provisions.  This Guarantee is
subject to release as and to the extent set forth in Sections 8.02, 8.03, 8.06
and 11.06 of the Indenture.  Capitalized terms used herein and not
defined are used herein as so defined in the Indenture.

     

     

     

     

    
      
        	 	 [GUARANTOR]
	 	 
	
                 
      

              	
                By:
      ________________________________

              


      

    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      B-1