Unassociated Document


    Exhibit
4.1

    Execution
Copy

    


    MDC
PARTNERS INC.,

     

    THE NOTE
GUARANTORS PARTY HERETO

     

    AND

     

    THE BANK
OF NEW YORK MELLON,

     

    AS
TRUSTEE

     

    11%
SENIOR NOTES DUE 2016

     

    INDENTURE

     

    Dated as
of October 23, 2009

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                Page

                              
	 	 	 
	
                                ARTICLE
      I

                              
	
                                DEFINITIONS
      AND INCORPORATION BY REFERENCE

                              
	 
	
                                Section
      1.1.

                              	
                                Definitions.

                              	
                                1

                              
	
                                Section
      1.2.

                              	
                                Incorporation
      by Reference of Trust Indenture Act

                              	
                                35

                              
	
                                Section
      1.3.

                              	
                                Rules
      of Construction

                              	
                                35

                              
	 
	
                                ARTICLE
      II

                              
	
                                THE
      NOTES

                              
	 
	
                                Section
      2.1.

                              	
                                Form
      and Dating

                              	
                                36

                              
	
                                Section
      2.2.

                              	
                                Execution
      and Authentication

                              	
                                37

                              
	
                                Section
      2.3.

                              	
                                Registrar
      and Paying Agent

                              	
                                38

                              
	
                                Section
      2.4.

                              	
                                Paying
      Agent to Hold Money in Trust

                              	
                                38

                              
	
                                Section
      2.5.

                              	
                                Holder
      Lists

                              	
                                39

                              
	
                                Section
      2.6.

                              	
                                Global
      Note Provisions

                              	
                                39

                              
	
                                Section
      2.7.

                              	
                                Legends

                              	
                                41

                              
	
                                Section
      2.8.

                              	
                                Transfer
      and Exchange

                              	
                                41

                              
	
                                Section
      2.9.

                              	
                                No
      Obligation of the Trustee

                              	
                                46

                              
	
                                Section
      2.10.

                              	
                                Mutilated,
      Destroyed, Lost or Stolen Notes

                              	
                                46

                              
	
                                Section
      2.11.

                              	
                                Temporary
      Notes

                              	
                                47

                              
	
                                Section
      2.12.

                              	
                                Cancellation

                              	
                                47

                              
	
                                Section
      2.13.

                              	
                                Defaulted
      Interest

                              	
                                48

                              
	
                                Section
      2.14.

                              	
                                Additional
      Notes

                              	
                                49

                              
	
                                Section
      2.15.

                              	
                                Additional
      Interest Under Registration Rights Agreements

                              	
                                49

                              
	
                                Section
      2.16.

                              	
                                CUSIP/ISIN
      Numbers

                              	
                                50

                              
	 
	
                                ARTICLE
      III

                              
	
                                COVENANTS

                              
	 
	
                                Section
      3.1.

                              	
                                Payment
      of Notes

                              	
                                50

                              
	
                                Section
      3.2.

                              	
                                Maintenance
      of Office or Agency

                              	
                                50

                              
	
                                Section
      3.3.

                              	
                                Corporate
      Existence

                              	
                                51

                              
	
                                Section
      3.4.

                              	
                                Payment
      of Taxes and Other Claims

                              	
                                51

                              
	
                                Section
      3.5.

                              	
                                Compliance
      Certificate

                              	
                                51

                              
	
                                Section
      3.6.

                              	
                                Further
      Instruments and Acts

                              	
                                51

                              
	
                                Section
      3.7.

                              	
                                Waiver
      of Stay, Extension or Usury Laws

                              	
                                51

                              
	
                                Section
      3.8.

                              	
                                Limitation
      on Incurrence of Additional Indebtedness

                              	
                                52

                              
	
                                Section
      3.9.

                              	
                                Limitation
      on Layered Indebtedness

                              	
                                56

                              
	
                                Section
      3.10.

                              	
                                Limitation
      on Restricted Payments

                              	
                                57

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                Page

                              
	 	 	 
	
                                Section
      3.11.

                              	
                                Limitation
      on Dividend and Other Payment Restrictions Affecting Restricted
      Subsidiaries

                              	
                                60

                              
	
                                Section
      3.12.

                              	
                                Limitation
      on Sales of Assets and Subsidiary Stock

                              	
                                62

                              
	
                                Section
      3.13.

                              	
                                Limitation
      on Transactions with Affiliates

                              	
                                66

                              
	
                                Section
      3.14.

                              	
                                Limitation
      on Liens

                              	
                                67

                              
	
                                Section
      3.15.

                              	
                                Limitation
      on Guarantees of Company or Note Guarantor Indebtedness

                              	
                                68

                              
	
                                Section
      3.16.

                              	
                                Ongoing
      Reporting

                              	
                                68

                              
	
                                Section
      3.17.

                              	
                                Limitation
      on Business Activities

                              	
                                69

                              
	
                                Section
      3.18.

                              	
                                Limitation
      on Sale and Leaseback Transactions

                              	
                                69

                              
	
                                Section
      3.19.

                              	
                                Limitation
      on Designation of Unrestricted Subsidiaries

                              	
                                69

                              
	
                                Section
      3.20

                              	
                                Payments
      for Consent

                              	
                                71

                              
	
                                Section
      3.21.

                              	
                                Change
      of Control

                              	
                                71

                              
	
                                Section
      3.22.

                              	
                                Payment
      of Additional Amounts

                              	
                                72

                              
	
                                Section
      3.23.

                              	
                                Covenant
      Suspension

                              	
                                74

                              
	 
	
                                ARTICLE
      IV

                              
	
                                SUCCESSOR
      COMPANY

                              
	 
	
                                Section
      4.1.

                              	
                                Merger,
      Consolidation and Sale of Assets

                              	
                                75

                              
	 
	
                                ARTICLE
      V

                              
	
                                OPTIONAL
      REDEMPTION OF NOTES

                              
	 
	
                                Section
      5.1.

                              	
                                Optional
      Redemption

                              	
                                77

                              
	
                                Section
      5.2.

                              	
                                Election
      to Redeem

                              	
                                77

                              
	
                                Section
      5.3.

                              	
                                Notices
      to Trustee

                              	
                                77

                              
	
                                Section
      5.4.

                              	
                                Notice
      of Redemption

                              	
                                77

                              
	
                                Section
      5.5.

                              	
                                Selection
      of Notes to Be Redeemed in Part

                              	
                                79

                              
	
                                Section
      5.6.

                              	
                                Deposit
      of Redemption Price

                              	
                                79

                              
	
                                Section
      5.7.

                              	
                                Notes
      Payable on Redemption Date

                              	
                                79

                              
	
                                Section
      5.8.

                              	
                                Unredeemed
      Portions of Partially Redeemed Note

                              	
                                79

                              
	 
	
                                ARTICLE
      VI

                              
	
                                DEFAULTS
      AND REMEDIES

                              
	 
	
                                Section
      6.1.

                              	
                                Events
      of Default

                              	
                                80

                              
	
                                Section
      6.2.

                              	
                                Acceleration

                              	
                                81

                              
	
                                Section
      6.3.

                              	
                                Other
      Remedies

                              	
                                82

                              
	
                                Section
      6.4.

                              	
                                Waiver
      of Past Defaults

                              	
                                82

                              
	
                                Section
      6.5.

                              	
                                Control
      by Majority

                              	
                                82

                              
	
                                Section
      6.6.

                              	
                                Limitation
      on Suits

                              	
                                82

                              
	
                                Section
      6.7.

                              	
                                Rights
      of Holders to Receive Payment

                              	
                                83

                              
	
                                Section
      6.8.

                              	
                                Collection
      Suit by Trustee

                              	
                                83

                              
	
                                Section
      6.9.

                              	
                                Trustee
      May File Proofs of Claim, etc

                              	
                                83

                              
	
                                Section
      6.10.

                              	
                                Priorities

                              	
                                84

                              
	
                                Section
      6.11.

                              	
                                Undertaking
      for Costs

                              	
                                84

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	
                                    Page

                                  
	 
	
                                    ARTICLE
      VII

                                  
	
                                    TRUSTEE

                                  
	 
      	 
      	 
      
	
                                    Section
      7.1.

                                  	
                                    Duties
      of Trustee

                                  	
                                    84

                                  
	
                                    Section
      7.2.

                                  	
                                    Rights
      of Trustee

                                  	
                                    86

                                  
	
                                    Section
      7.3.

                                  	
                                    Individual
      Rights of Trustee

                                  	
                                    87

                                  
	
                                    Section
      7.4.

                                  	
                                    Trustee’s
      Disclaimer

                                  	
                                    88

                                  
	
                                    Section
      7.5.

                                  	
                                    Notice
      of Defaults

                                  	
                                    88

                                  
	
                                    Section
      7.6.

                                  	
                                    Reports
      by Trustee to Holders

                                  	
                                    88

                                  
	
                                    Section
      7.7.

                                  	
                                    Compensation
      and Indemnity

                                  	
                                    88

                                  
	
                                    Section
      7.8.

                                  	
                                    Replacement
      of Trustee

                                  	
                                    89

                                  
	
                                    Section
      7.9.

                                  	
                                    Successor
      Trustee by Merger

                                  	
                                    90

                                  
	
                                    Section
      7.10.

                                  	
                                    Eligibility;
      Disqualification

                                  	
                                    90

                                  
	
                                    Section
      7.11.

                                  	
                                    Preferential
      Collection of Claims Against Company

                                  	
                                    91

                                  
	
                                    Section
      7.12.

                                  	
                                    Appointment
      of Co-Trustees

                                  	
                                    91

                                  
	 
	
                                    ARTICLE
      VIII

                                  
	
                                    DEFEASANCE;
      DISCHARGE OF INDENTURE

                                  
	 
	
                                    Section
      8.1.

                                  	
                                    Legal
      Defeasance and Covenant Defeasance

                                  	
                                    92

                                  
	
                                    Section
      8.2.

                                  	
                                    Conditions
      to Defeasance

                                  	
                                    93

                                  
	
                                    Section
      8.3.

                                  	
                                    Application
      of Trust Money

                                  	
                                    95

                                  
	
                                    Section
      8.4.

                                  	
                                    Repayment
      to Company

                                  	
                                    95

                                  
	
                                    Section
      8.5.

                                  	
                                    Indemnity
      for U.S. Government Obligations

                                  	
                                    96

                                  
	
                                    Section
      8.6.

                                  	
                                    Reinstatement

                                  	
                                    96

                                  
	
                                    Section
      8.7.

                                  	
                                    Satisfaction
      and Discharge

                                  	
                                    96

                                  
	 
	
                                    ARTICLE
      IX

                                  
	
                                    AMENDMENTS

                                  
	 
	
                                    Section
      9.1.

                                  	
                                    Without
      Consent of Holders

                                  	
                                    97

                                  
	
                                    Section
      9.2.

                                  	
                                    With
      Consent of Holders

                                  	
                                    98

                                  
	
                                    Section
      9.3.

                                  	
                                    Compliance
      with Trust Indenture Act

                                  	
                                    99

                                  
	
                                    Section
      9.4.

                                  	
                                    Revocation
      and Effect of Consents and Waivers

                                  	
                                    99

                                  
	
                                    Section
      9.5.

                                  	
                                    Notation
      on or Exchange of Notes

                                  	
                                    99

                                  
	
                                    Section
      9.6.

                                  	
                                    Trustee
      to Sign Amendments and Supplements

                                  	
                                    100

                                  
	 
	
                                    ARTICLE
      X

                                  
	
                                    NOTE
      GUARANTEES

                                  
	 
	
                                    Section
      10.1.

                                  	
                                    Note
      Guarantees

                                  	
                                    100

                                  
	
                                    Section
      10.2.

                                  	
                                    Limitation
      on Liability; Termination, Release and Discharge

                                  	
                                    101

                                  
	
                                    Section
      10.3.

                                  	
                                    Guarantors
      May Consolidate, etc. on Certain Terms

                                  	
                                    102

                                  
	
                                    Section
      10.4.

                                  	
                                    Right
      of Contribution

                                  	
                                    102

                                  
	
                                    Section
      10.5.

                                  	
                                    No
      Subrogation

                                  	
                                    103

                                  
	
                                    Section
      10.6

                                  	
                                    Evidence
      of Note Guarantee

                                  	
                                    103

                                  
	
                                    Section
      10.7.

                                  	
                                    Additional
      Note Guarantees

                                  	
                                    103

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
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                        page

                      
	 	 	 
	 
      	
                        ARTICLE
      XI

                      	 
      
	 
      	
                        MISCELLANEOUS

                      	 
      
	 	 	 
	
                        Section
      11.1.

                      	
                        Notices

                      	
                        103

                      
	
                        Section
      11.2.

                      	
                        Communication
      by Holders with Other Holders

                      	
                        104

                      
	
                        Section
      11.3.

                      	
                        Certificate
      and Opinion as to Conditions Precedent

                      	
                        105

                      
	
                        Section
      11.4.

                      	
                        Statements
      Required in Certificate or Opinion

                      	
                        105

                      
	
                        Section
      11.5.

                      	
                        Rules
      by Trustee, Paying Agent and Registrar

                      	
                        105

                      
	
                        Section
      11.6.

                      	
                        Legal
      Holidays

                      	
                        105

                      
	
                        Section
      11.7.

                      	
                        Governing
      Law, Etc

                      	
                        105

                      
	
                        Section
      11.8

                      	
                        No
      Recourse Against Others

                      	
                        107

                      
	
                        Section
      11.9.

                      	
                        Successors

                      	
                        107

                      
	
                        Section
      11.10.

                      	
                        Duplicate
      and Counterpart Originals

                      	
                        107

                      
	
                        Section
      11.11.

                      	
                        Severability

                      	
                        107

                      
	
                        Section
      11.12.

                      	
                        Currency
      Indemnity

                      	
                        107

                      
	
                        Section
      11.13.

                      	
                        Table
      of Contents; Headings

                      	
                        108

                      


              

            

          

        

      

    

    


    
      	
              EXHIBIT
      A 

            	
              FORM
      OF NOTE

            


    

     

    
      	
              EXHIBIT
      B

            	
              FORM
      OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION
  S

            


    

     

    
      	
              EXHIBIT
      C

            	
              FORM
      OF CERTIFICATE FOR TRANSFER PURSUANT TO RULE
144

            


    

     

    
      	
              EXHIBIT
      D

            	
              FORM
      OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE
  GUARANTEE

            


    

     

    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    INDENTURE,
dated as of October 23, 2009, among MDC Partners Inc., a corporation continued
under the laws of Canada (the “Company”), the Note
Guarantors party hereto and The Bank of New York
Mellon, a New York banking corporation, as Trustee (the “Trustee”).

     

    Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company’s 11% Senior Notes due 2016
issued hereunder.

     

    ARTICLE
I

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.1.  Definitions.

     

    “Acceleration
Declaration” has the meaning assigned to it in Section
6.2(a).

     

    “Acceptable
Commitment” has the meaning assigned to it in Section
3.12(b).

     

    “Acquired
Indebtedness” means Indebtedness of a Person or any of its Subsidiaries
existing at the time such Person becomes a Restricted Subsidiary or at the time
it merges or consolidates with the Company or any of its Restricted Subsidiaries
or is assumed in connection with the acquisition of assets from such
Person.  Such Indebtedness will be deemed to have been Incurred at the
time such Person becomes a Restricted Subsidiary or at the time it merges or
consolidates with the Company or a Restricted Subsidiary or at the time such
Indebtedness is assumed in connection with the acquisition of assets from such
Person.

     

    “Additional Amounts”
has the meaning assigned to it in Section
3.22(a).

     

    “Additional Interest”
means all additional interest owing on the Notes pursuant to a Registration
Rights Agreement.

     

    “Additional Note Board
Resolutions” has the meaning assigned to it in Section
2.14(b).

     

    “Additional Note
Guarantee” has the meaning assigned to it in Section
10.7.

     

    “Additional Note
Guarantor” has the meaning assigned to it in Section
10.7.

     

    “Additional Note Supplemental
Indenture” means a supplement to this Indenture duly executed and
delivered by the Company, each Note Guarantor and the Trustee pursuant
to Article IX,
providing for the issuance of Additional Notes.

     

    “Additional Notes”
means the Notes originally issued after
the Issue Date pursuant to Section 2.14,
including any replacement Notes and any Exchange Notes as specified in the
relevant Additional Note Board Resolutions or Additional Note Supplemental
Indenture issued therefor in accordance with this Indenture.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

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

     

    “Affiliate
Transaction” has the meaning assigned to it in Section
3.13.

     

    “Agent Members” has
the meaning assigned to it in Section 2.6(b).

     

    “Applicable Premium”
has the meaning assigned to it in Section 5 of the Form of Reverse Side of Note
contained in Exhibit
A.

     

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

     

    “Applicable
Provisions” has the meaning assigned to it in Section 10.2(a).

     

    “Asset Acquisition”
means:

     

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

     

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

     

    (3)           any
Revocation with respect to an Unrestricted Subsidiary.

     

    “Asset Sale” means any
direct or indirect sale, disposition, issuance, conveyance, transfer, lease,
assignment or other transfer, including a Sale and Leaseback Transaction (each,
a “disposition”) by the
Company or any Restricted Subsidiary of:

     

    (a)           any
Capital Stock other than Capital Stock of the Company; or

     

    (b)           any
property or assets (other than cash, Cash Equivalents or Capital Stock) of the
Company or any Restricted Subsidiary;

     

    Notwithstanding
the preceding, the following items will not be deemed to be Asset
Sales:

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    (1)           the
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries as permitted under Section
4.1;

     

    (2)           a
disposition of inventory, obsolete or worn-out equipment or accounts receivable
in the ordinary course of business;

     

    (3)           dispositions
of assets or Capital Stock in any transaction or series of related transactions
with an aggregate Fair Market Value not to exceed $5.0 million;

    
      


    

    (4)           for
purposes of Section
3.12 only, the making of Restricted Payments permitted under Section 3.10 or
Permitted Investments;

     

    (5)           a
disposition to the Company or a Restricted Subsidiary, including a Person that
is or will become a Restricted Subsidiary immediately after the disposition;
provided that this
clause (5) applies only to (i) a disposition to the Company or a Wholly Owned
Subsidiary, (ii) a disposition between Restricted Subsidiaries that are not
Wholly Owned Subsidiaries so long as the Company owns, directly or indirectly,
an equal or greater percentage of the economic and voting interests in the
Capital Stock of the transferee as it does in respect of the transferor or (iii)
a merger or consolidation between one or more Restricted Subsidiaries that are
not Wholly Owned Subsidiaries;

    
      


    

    (6)           the
lease, assignment or sub-lease of any real or personal property in the ordinary
course of business;  provided that, such lease constitutes an
operating lease;

     

    (7)           foreclosures,
condemnation or any similar action on assets;

    
      


    

    (8)          
the licensing or sub-licensing of intellectual property or other general
intangibles in the ordinary course of business, other than the licensing of
intellectual property on a long-term basis;

     

    (9)           any
surrender or waiver of contract rights or the settlement, release or surrender
of contract rights or other litigation claims in the ordinary course of
business;

     

    (10)        
 the creation of a Lien permitted under this Indenture (other than a deemed
Lien in connection with a Sale and Leaseback Transaction); and

     

    (11)         
any issuance to management of any Restricted Subsidiary of the Company of profit
interests in such Restricted Subsidiary not to exceed 10.0% of the economic or
voting interests of the Capital Stock of such Restricted
Subsidiary.

     

    “Asset Sale Offer” has
the meaning assigned to it in Section
3.12(c).

     

    “Asset Sale Offer
Amount” has the meaning assigned to it in Section
3.12(c).

     

    “Asset Sale Offer
Notice” means notice of an Asset Sale Offer made pursuant to Section 3.12, which
notice shall govern the terms of the Asset Sale Offer, and shall
state:

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


     

    (1)           the
circumstances of the Asset Sale or Sales, the Net Cash Proceeds of which are
included in the Asset Sale Offer, that an Asset Sale Offer is being made
pursuant to Section
3.12, and that all Notes that are timely tendered will be accepted for
payment;

     

    (2)           the
Asset Sale Offer Amount and the Asset Sale Offer Payment Date, which date shall
be a Business Day no earlier than 30 days nor later than 60 days from the date
the Asset Sale Offer Notice is mailed (other than as may be required by
law);

     

    (3)           that
any Notes or portions thereof not tendered or accepted for payment will remain
outstanding and continue to accrue interest;

     

    (4)           that,
unless the Company defaults in the payment of the Asset Sale Offer Amount with
respect thereto, all Notes or portions thereof accepted for payment pursuant to
the Asset Sale Offer shall cease to accrue interest from and after the Asset
Sale Offer Payment Date;

     

    (5)           that
any Holder electing to have any Notes or portions thereof purchased pursuant to
the Asset Sale Offer will be required to surrender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
completed, to the Paying Agent at the address specified in the Asset Sale Offer
Notice prior to the close of business on the third Business Day preceding the
Asset Sale Offer Payment Date;

     

    (6)           that
any Holder shall be entitled to withdraw such election if the Paying Agent
receives, not later than the close of business on the 30th day
following the date the Asset Sale Offer Notice is mailed, a facsimile
transmission or letter, setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing such Holder’s election to have such Notes or portions thereof
purchased pursuant to the Asset Sale Offer;

     

    (7)           that
any Holder electing to have Notes purchased pursuant to the Asset Sale Offer
must specify the principal amount that is being tendered for purchase, which
principal amount must be $2,000 or an integral multiple of $1,000 in excess
thereof;

     

    (8)           that
any Holder of Certificated Notes whose Certificated Notes are being purchased
only in part will be issued new Certificated Notes equal in principal amount to
the unpurchased portion of the Certificated Note or Notes surrendered, which
unpurchased portion will be equal in principal amount to $2,000 or an integral
multiple of $1,000 in excess thereof;

     

    (9)           that
the Trustee will return to the Holder of a Global Note that is being purchased
in part, such Global Note with a notation on the schedule of increases or
decreases thereof adjusting the principal amount thereof to be equal to the
unpurchased portion of such Global Note; and

     

    (10)          any
other information, as determined by the Company, necessary to enable any Holder
to tender Notes and to have such Notes purchased pursuant to Section 3.12.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    “Asset Sale Offer Payment
Date” has the meaning assigned to it in Section
3.12(e).

     

    “Asset Sale
Transaction” means any Asset Sale and, whether or not constituting an
Asset Sale, (1) any sale or other disposition of Capital Stock of a Restricted
Subsidiary and (2) any Designation with respect to an Unrestricted
Subsidiary.

     

    “Attributable Debt”
means, in respect of a Sale and Leaseback Transaction, as at any time of
determination, the present value (discounted at the interest rate reasonably
determined in good faith by a responsible financial or accounting officer of the
Company to be the interest rate implicit in such Sale and Leaseback Transaction
in accordance with GAAP) of the total Obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been
extended).

     

    “Authenticating Agent”
has the meaning assigned to it in Section 2.2(b).

     

    “Authorized Agent” has
the meaning assigned to it in Section
11.7(c).

     

    “Bank Credit Facility”
means the credit agreement dated as of October 23, 2009 among the Company,
Maxxcom Inc. (US), as borrower, the lenders from time to time party thereto, and
Wells Fargo Foothill, LLC and all amendments thereto, together with the related
documents thereto (including, without limitation, any Guarantee agreements and
security documents), as such agreement may be amended (including any amendment
and restatement thereof), supplemented or otherwise modified or replaced from
time to time by one or more credit agreements or any indentures or commercial
paper facilities, including any agreement or indenture adding Subsidiaries of
the Company as additional borrowers or guarantors thereunder or extending the
maturity of, refinancing, replacing, increasing the amount outstanding or
otherwise restructuring all or any portion of the Indebtedness under such
agreement(s) or any successor or replacement agreement(s) and whether by the
same or any other agent, lender or group of lenders or investors.

     

    “Bankruptcy Event of
Default” means:

     

    (1)           the
entry by a court of competent jurisdiction of:  (i) a decree or
order for relief in respect of any Bankruptcy Party in an involuntary case or
proceeding under any Bankruptcy Law or (ii) a decree or order
(A) adjudging any Bankruptcy Party a bankrupt or insolvent,
(B) approving as properly filed a petition seeking reorganization,
examinership, arrangement, adjustment or composition of, or in respect of, any
Bankruptcy Party under any Bankruptcy Law, (C) appointing a Custodian of
any Bankruptcy Party or of any substantial part of the property of any
Bankruptcy Party, or (D) ordering the winding-up or liquidation of the
affairs of any Bankruptcy Party, and in each case, 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 calendar days; or

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (2)           (i) the
commencement by any Bankruptcy Party of a voluntary case or proceeding under any
Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, (ii) the consent by any Bankruptcy Party to the entry of a
decree or order for relief in respect of any Bankruptcy Party in an involuntary
case or proceeding under any Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against any Bankruptcy Party,
(iii) the filing by any Bankruptcy Party of a petition or answer or consent
seeking reorganization, examinership or relief under any Bankruptcy Law,
(iv) the consent by any Bankruptcy Party to the filing of such petition or
to the appointment of or taking possession by a Custodian of any Bankruptcy
Party or of any substantial part of the property of any Bankruptcy Party,
(v) the making by any Bankruptcy Party of an assignment for the benefit of
creditors, (vi) the admission by any Bankruptcy Party in writing of its
inability to pay its debts generally as they become due, or (vii) the
approval by stockholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company in furtherance of any action referred
to in clauses (i) through (vi) above, or (viii) the taking of corporate
action by any Bankruptcy Party in furtherance of any action referred to in
clauses (i) through (vii) above.

     

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

     

    “Bankruptcy Party”
means the Company and any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant
Subsidiary.

     

    “Board of Directors”
means, with respect to any Person, the board of directors, management committee
or similar governing body of such Person or any duly authorized committee
thereof.

     

    “Board Resolution”
means, with respect to any Person, a copy of a resolution certified by the
Secretary or an Assistant Secretary of such Person to have been duly adopted by
the Board of Directors of such Person and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

     

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

     

    “Capital Stock”
means:

     

    (1)           with
respect to any Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Stock and Preferred
Stock of such Person;

     

    (2)           with
respect to any Person that is not a corporation, any and all partnership or
other equity or ownership interests of such Person; and

     

    (3)           any
warrants, rights or options to purchase any of the instruments or interests
referred to in clause (1) or (2) above.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    “Capitalized Lease
Obligations” means, with respect to any Person, the Obligations of such
Person under a lease that are required to be classified and accounted for as
capital lease obligations under GAAP.  For purposes of this
definition, the amount of such Obligations at any date will be the capitalized
amount of such Obligations at such date, determined in accordance with
GAAP.

     

    “Cash Equivalents”
means:

     

    (1)           marketable
direct obligations issued by, or unconditionally guaranteed by, the U.S.
government or issued by any agency thereof and backed by the full faith and
credit of the United States, Canada, the United Kingdom or any European Union
central bank, in each case maturing within one year from the date of acquisition
thereof;

     

    (2)           marketable
direct obligations issued by any state of the United States or province of
Canada or any political subdivision of any such state or province or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Moody’s or S&P (or, if at any time neither Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another
Rating Agency);

     

    (3)           commercial
paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having a rating of at least A-1 from S&P or at
least P-1 from Moody’s;

     

    (4)           demand
deposits, certificates of deposit, time deposits or bankers’ acceptances
maturing within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States or Canada or any state or province
thereof or the District of Columbia, the United Kingdom or any country of the
European Union or any U.S. or Canadian branch of a non-U.S. or Canadian bank
having at the date of acquisition thereof combined capital and surplus of not
less than $500 million (or the equivalent thereof);

     

    (5)           repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (1) above entered into with any bank meeting
the qualifications specified in clauses (2) and (4) above; and

     

    (6)           investments
in money market funds which invest substantially all of their assets in
securities of the types described in clauses (1) through (5)
above.

     

    “Cash Management
Arrangements” means (a) the advance of cash on hand by Restricted
Subsidiaries of the Company on a regular basis to one or more pooled deposit or
sweep accounts maintained by the Company with one or more financial institutions
(“Cash Management
Financial Institutions”) for the purpose of funding the operations of the
Company and its Restricted Subsidiaries and other corporate purposes, (b) the
advance of cash on hand or borrowed by the Company from one or more of the
pooled deposit or sweep accounts maintained by the Company with one or more
financial institutions to one or more of the Restricted Subsidiaries of the
Company for the purpose of funding the operations of the Restricted Subsidiaries
and (c) one or more overdraft facilities between the Company and one or more
Cash Management Financial Institutions based on cash deposited with
them.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    “Cash Management Financial
Institution” has the meaning assigned to it in the definition of “Cash
Management Arrangements.”

     

    “Certificated Note”
means any Note issued in fully-registered certificated form (other than a Global
Note), which shall be substantially in the form of Exhibit A, with
appropriate legends as specified in Section 2.7 and Exhibit
A.

     

    “Change of Control”
means the occurrence of one or more of the following events:

     

    (1)           any
“person” or “group” (as defined below) of related persons other than one or more
of the Permitted Holders is or becomes the “beneficial owner” (as defined below)
directly or indirectly, in the aggregate of more than 50% of the total voting
power of the Voting Stock of the Company (including a Successor Company, if
applicable);

     

    (2)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Company, together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors of the Company 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 of the Company then in office;

     

    (3)           the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company, whether or not otherwise in
compliance with the provisions of this Indenture;

     

    (4)           the
Company consolidates with, or merges with or into, another Person, or the
Company sells, conveys, assigns, transfers, leases or otherwise disposes of all
or substantially all of the assets of the Company, determined on a consolidated
basis, to any Person, other than a transaction where the Person or Persons that,
immediately prior to such transaction beneficially owned the outstanding Voting
Stock of the Company are, by virtue of such prior ownership, the beneficial
owners in the aggregate of a majority of the total voting power of the then
outstanding Voting Stock of the surviving or transferee Person (or if such
surviving or transferee Person is a direct or indirect wholly-owned subsidiary
of another Person, such Person who is the ultimate parent entity), in each case
whether or not such transaction is otherwise in compliance with this Indenture;
or

     

    (5)           (i)
the Company ceases to own, directly or through one or more Note Guarantors, a
majority of the economic and voting power of the Capital Stock of Crispin
Porter, (ii) Crispin Porter ceases to be a Restricted Subsidiary or (iii) there
is a disposition of all or substantially all of the assets of Crispin
Porter.

     

    For
purposes of this definition:

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    (a)           “beneficial
owner” has the meaning specified in Rules 13d-3 and 13d-5 under the Exchange
Act, except that any person or group will be deemed to have beneficial ownership
of all securities that such person or group or has the right to acquire by
conversion or exercise of other securities, whether such right is exercisable
immediately or only after the passage of time (“beneficially own” and
“beneficially owned” will have corresponding meanings); and

     

    (b)           “person”
and “group” have the meanings for “person” and “group” as used in Sections 13(d)
and 14(d) of the Exchange Act.

     

    “Change of Control
Notice” means notice of a Change of Control Offer made pursuant to Section 3.21, which
notice shall govern the terms of the Change of Control Offer and shall
state:

     

    (1)           that
a Change of Control has occurred, the circumstances or events causing such
Change of Control and that a Change of Control Offer is being made pursuant to
Section 3.21,
and that all Notes that are timely tendered will be accepted for
payment;

     

    (2)           the
Change of Control Payment, and the Change of Control Payment Date, which date
shall be a Business Day no earlier than 30 days nor later than 60 days
subsequent to the date such notice is mailed (other than as may be required by
law);

     

    (3)           that
any Notes or portions thereof not tendered or accepted for payment will remain
outstanding and continue to accrue interest;

     

    (4)           that,
unless the Company defaults in the payment
of the Change of Control Payment with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest from and after the Change of Control Payment
Date;

     

    (5)           that
any Holder electing to have any Notes or portions thereof purchased pursuant to
a Change of Control Offer will be required to tender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
completed, to the Paying Agent at the address specified in the Change of Control
Notice prior to the close of business on the third Business Day preceding the
Change of Control Payment Date;

     

    (6)           that
any Holder shall be entitled to withdraw such election if the Paying Agent
receives, not later than the close of business on the 30th day
following the date the Change of Control Notice is mailed, a facsimile
transmission or letter, setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing such Holder’s election to have such Notes or portions thereof
purchased pursuant to the Change of Control Offer;

     

    (7)           that
any Holder electing to have Notes purchased pursuant to the Change of Control
Offer must specify the principal amount that is being tendered for purchase,
which principal amount must be $2,000 or an integral multiple of $1,000 in
excess thereof;

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    (8)           that
any Holder of Certificated Notes whose Certificated Notes are being purchased
only in part will be issued new Certificated Notes equal in principal amount to
the unpurchased portion of the Certificated Note or Notes surrendered, which
unpurchased portion will be equal in principal amount to $2,000 or an integral
multiple of $1,000 in excess thereof;

     

    (9)           that
the Trustee will return to the Holder of a Global Note that is being purchased
in part, such Global Note with a notation on the schedule of increases or
decreases thereof adjusting the principal amount thereof to be equal to the
unpurchased portion of such Global Note; and

     

    (10)           any
other information, as determined by the Company, necessary to enable any Holder
to tender Notes and to have such Notes purchased pursuant to Section 3.21.

     

    “Change of Control
Offer” has the meaning assigned to it in Section
3.21(b).

     

    “Change of Control
Payment” has the meaning assigned to it in Section
3.21(a).

     

    “Change of Control Payment
Date” has the meaning assigned to it in Section
3.21(b).

     

    “Clearstream” means
Clearsteam Banking, société anonyme, or the successor to its securities
clearance and settlement operations.

     

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

     

    “Commission” means the
Securities and Exchange Commission, or any successor agency thereto with respect
to the regulation or registration of securities in the United
States.

     

    “Commodity Agreement”
means, with respect to any Person, the Obligations of such Person under any
commodity swap agreement, commodity cap agreement or commodity collar
agreement.

     

    “Common Stock” means,
with respect to any Person, any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such Person’s common equity interests, whether outstanding on
the Issue Date or issued after the Issue Date, and includes, without limitation,
all series and classes of such common equity interests.

     

    “Company” means the
party named as such in the introductory paragraph to this Indenture and its
successors and assigns, including any Successor Company which becomes such in
accordance with Article IV.

     

    “Company Order” has
the meaning assigned to it in Section 2.2(c).

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    “Consolidated EBITDA”
means, with respect to any Person for any period, Consolidated Net Income for
such Person for such period, plus the following, without
duplication, to the extent deducted or added in calculating such Consolidated
Net Income:

     

    (1)           Consolidated
Income Tax Expense for such Person for such period;

     

    (2)           Consolidated
Net Interest Expense for such Person for such period (for the avoidance of
doubt, after reduction for interest income as set forth in the definition of
“Consolidated Net Interest Expense”); and

     

    (3)           depreciation,
amortization and other non-cash debits and losses for such Person and its
Subsidiaries (Restricted Subsidiaries in the case of the Company) for such
period; 

     

    less, without
duplication:

     

    (a)           all
non-cash credits and gains increasing Consolidated Net Income for such Person
for such period; and

     

    (b)           all
cash payments made by such Person and its Subsidiaries (Restricted Subsidiaries
in the case of the Company) during such period relating to non-cash charges that
were added back in determining Consolidated EBITDA in any prior
period.

     

    “Consolidated Income Tax
Expense” means, with respect to any Person for any period, the provision
for U.S. federal, state, local and non-U.S. income taxes payable by the Company
and its Subsidiaries (Restricted Subsidiaries in the case of the Company) for
such period as determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Interest
Expense” means, with respect to any Person for any period:

     

    (1)           the
sum of the aggregate of cash and non-cash interest expense of such Person and
its Subsidiaries (Restricted Subsidiaries in the case of the Company) for such
period determined on a consolidated basis in accordance with GAAP, including,
without limitation, the following for such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company), whether or not interest
expense in accordance with GAAP:

     

    (a)           any
amortization or accretion of debt discount or any interest paid on Indebtedness
of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the
Company) in the form of additional Indebtedness,

     

    (b)           any
amortization of deferred financing costs (excluding any write-off of deferred
financing costs in respect of Indebtedness repaid with the net proceeds of the
Notes issued on the Issue Date),

     

    (c)           the
sum of (A) losses for such period on Hedging Obligations (to the extent not
otherwise included in interest expense) and (B) the upfront costs or fees for
such period associated with Hedging Obligations (to the extent not included in
interest expense),

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    (d)           all
capitalized interest,

     

    (e)           the
interest portion of any deferred payment obligation, provided that any deferred
acquisition consideration, whether contingent or not, including in respect of
earn-out obligations, will be deemed to bear interest at the highest rate
payable on borrowings under the Bank Credit Facility at the relevant time or, if
no Bank Credit Facility exists, at the rate borne by the Notes on the amount
thereof determined in accordance with the last sentence of the definition of
Indebtedness,

     

    (f)           commissions,
discounts and other fees and charges Incurred in respect of letters of credit or
bankers’ acceptances,

     

    (g)           any
interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Subsidiaries (Restricted Subsidiaries in the case of the
Company) or secured by a Lien on the assets of such Person or one of
its  Subsidiaries (Restricted Subsidiaries in the case of the
Company), whether or not such Guarantee or Lien is called upon,

     

    (h)           the
interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by the such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company) during such period,
and

     

    (i)           dividends
paid or accrued on Disqualified Stock of such Person or any of its Subsidiaries
(Restricted Subsidiaries, in the case of the Company) or on Preferred Stock of
Subsidiaries of such Person (Restricted Subsidiaries, in the case of the
Company); minus

     

    (2)           for
such Person and its Subsidiaries (Restricted Subsidiaries in the case of the
Company) as determined in accordance with GAAP, gains for such period on Hedging
Obligations (to the extent not included in interest income and to the extent not
deducted in the calculation of interest expense).

     

    “Consolidated Leverage
Ratio” means, with respect to any Person as of any date of determination,
the ratio of the aggregate amount of Consolidated Total Indebtedness of such
Person as of such date to Consolidated EBITDA of such Person for the four most
recent full fiscal quarters for which financial statements are available ending
prior to the date of such determination (the “Four Quarter
Period”).  For purposes of this definition, “Consolidated Total
Indebtedness” and “Consolidated EBITDA” will be calculated after giving effect
on a pro forma basis
for the period of such calculation to:

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (1)           (A)
the Incurrence, repayment or redemption of any Indebtedness (including Acquired
Indebtedness) of such Person or any of its Subsidiaries (Restricted
Subsidiaries, in the case of the Company), and the application of the proceeds
thereof, including the Incurrence of any Indebtedness (including Acquired
Indebtedness), and the application of the proceeds thereof, giving rise to the
need to make such determination, and (B) the issuance or repurchase of Preferred
Stock of a Subsidiary of such Person (a Restricted Subsidiary, in the case of
the Company) and the application of the proceeds thereof, in each case occurring
during such Four Quarter Period or at any time subsequent to the last day of
such Four Quarter Period and on or prior to such date of determination, to the
extent, in the case of an Incurrence, such Indebtedness is outstanding on the
date of determination, as if such Incurrence, and the application of the
proceeds thereof, repayment or redemption occurred on the first day of such Four
Quarter Period and, in the case of issuance of Preferred Stock, as if such
issuance, and the application of the proceeds thereof or repurchase occurred on
the first day of such Four Quarter Period; and

     

    (2)           any
Asset Sale Transaction or Asset Acquisition by such Person or any of its
Subsidiaries (Restricted Subsidiaries, in the case of the Company), including
any Asset Sale Transaction or Asset Acquisition giving rise to the need to make
such determination, occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to such
date of determination, as if such Asset Sale Transaction or Asset Acquisition
occurred on the first day of the Four Quarter Period; provided that whenever pro forma effect is to be
given to any Asset Sale Transaction or Asset Acquisition, the pro forma calculations shall
be made or approved in good faith by the principal financial or accounting
officer of the Company and any such pro forma calculation may
include adjustments appropriate, in the reasonable determination of the Company
as set forth in an Officers’ Certificate, to reflect operating expense
reductions and other operating improvements or synergies reasonably expected to
result from any such Asset Sale Transaction or Asset Acquisition; provided, however, that,
notwithstanding anything herein to the contrary, the amount of projected
operating expense reductions, operating improvements and synergies included in
any such pro forma
calculation for any Asset Sale Transaction or Asset Acquisition shall not exceed
10% of the revenue for any Four Quarter Period of, or attributable to, the
relevant business, assets or Person being sold or acquired, as
applicable.

     

    “Consolidated Net
Income” means, with respect to any Person for any period, the aggregate
net income (or loss) attributable to such Person for such period on a
consolidated basis, determined in accordance with GAAP; provided that there will be
excluded therefrom:

     

    (1)           any
extraordinary, unusual or non-recurring gains or losses or gains or losses from
Asset Sales;

     

    (2)           restructuring
charges;

     

    (3)           any
tax refunds, net operating losses or other net tax benefits;

     

    (4)           effects
of discontinued operations;

     

    (5)           non-cash
impairment charges;

     

    (6)           non-cash
stock based compensation expenses;

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    (7)           the
net income (loss) of any Person, other than such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company), except for cash
distributions from Persons that are not Subsidiaries of such Person not included
in the definition of “Investment Return”;

     

    (8)           for
purposes of calculating Consolidated Net Income in determining Consolidated
EBITDA pursuant to clause (3) of Section 3.10(a) only,
the net income (or loss) of a Successor Company prior to assuming the Company’s
Obligations under this Indenture and the Notes pursuant to Section
4.1;

     

    (9)           the
net income (but not loss) of any Subsidiary of such Person (Restricted
Subsidiary in the case of the Company) to the extent that a corresponding amount
could not be distributed to such Person at the date of determination as a result
of any restriction pursuant to the constituent documents of such Subsidiary
(Restricted Subsidiary in the case of the Company) or any law, regulation,
agreement or judgment applicable to any such distribution, unless such
restriction with respect to the payment of dividends or similar distributions
has been legally waived; provided that Consolidated
Net Income of the Company will be increased by the amount of dividends or other
distributions or other payments actually paid in cash (or to the extent
converted into cash) to the Company or a Restricted Subsidiary thereof in
respect of such period, to the extent not already included therein;

     

    (10)         any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at
any time following the Issue Date;

     

    (11)         any
adjustment (positive or negative) relating to the deferred purchase price of
property (including, without limitation, deferred acquisition consideration)
arising from Asset Acquisitions specified in clause (1) or (2) of the definition
thereof or Investments;

     

    (12)         any
third party expenses directly related to Asset Acquisitions specified in clause
(1) or (2) of the definition thereof that would have been capitalized under GAAP
as in effect on December 31, 2008; and

     

    (13)         the
cumulative effect of changes in accounting principles.

     

    “Consolidated Net Interest
Expense” means, with respect to any Person for any period, Consolidated
Interest Expense of such Person for such period, minus the interest income of
such Person and its Subsidiaries (Restricted Subsidiaries in the case of the
Company) for such period as determined in accordance with GAAP.

     

    “Consolidated Total
Indebtedness” means, with respect to any Person as of any date of
determination, an amount equal to the sum of (A) the aggregate amount (without
duplication) of all Indebtedness of such Person and its Subsidiaries (Restricted
Subsidiaries in the case of the Company) outstanding at such time (excluding
Indebtedness specified in Section 3.8(b)(16))
and (B) the greater of the aggregate liquidation preference and aggregate
maximum fixed repurchase price of any Preferred Stock of Subsidiaries
(Restricted Subsidiaries, in the case of the Company) of such Person, in each
case determined on a consolidated basis in accordance with GAAP.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    “Convertible
Debentures” means the Company’s 8% convertible unsecured subordinated
debentures due June 30, 2010.

     

    “Corporate Trust
Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered, which office at
the date hereof is located at 101 Barclay Street, 8W, New York, New York 10286,
Attention:  Corporate Trust Division - Corporate Finance Unit, or such
other address as the Trustee may designate from time to time by notice to the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Company).

     

    “Covenant Defeasance”
has the meaning assigned to it in Section 8.1(c).

     

    “Covenant Suspension
Date” means the first date following the Issue Date or any Reversion Date
on which (A) the Notes have Investment Grade Rating from both Rating Agencies
and (B) there does not exist a Default or Event of Default.

     

    “Crispin Porter” means
Crispin Porter & Bogusky LLC or any Person that is a successor to its
business.

     

    “Custodian” means any
receiver, trustee, examiner, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.

     

    “Currency Agreement”
means, in respect of any Person, any foreign exchange contract, currency swap
agreement or other similar agreement as to which such Person is a party designed
to hedge foreign currency risk of such Person.

     

    “Default” means an
event or condition the occurrence of which is, or with the lapse of time or the
giving of notice or both would be, an Event of Default.

     

    “Defaulted Interest”
has the meaning assigned to it in Section 1 of the Form of Reverse Side of Note
contained in Exhibit
A.

     

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

     

    “Designation” has the
meaning assigned to it in Section
3.19(a).  “Designate,” “Designated” and “Designating” will have
the corresponding meanings.

     

    “Designation Amount”
has the meaning assigned to it in Section
3.19(a).

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    “Disqualified Capital
Stock” means that portion of 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 at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof, in any case, on or prior to the date that is one year after the final
maturity date of the Notes.  For the avoidance of doubt, “Disqualified
Capital Stock” shall not include equity interests of minority holders of Capital
Stock of Restricted Subsidiaries of the Company by virtue of put and call
arrangements.

     

    “Distribution Compliance
Period” means, in respect of any Regulation S Global Note (or
Certificated Note issued in respect thereof pursuant to Section 2.6(c)), the
40 consecutive days beginning on and including the later of (A) the day on which
any Notes represented thereby are offered to persons other than distributors (as
defined in Regulation S) pursuant to Regulation S and (B) the issue date
for such Notes.

     

    “DTC” means The
Depository Trust Company, its nominees and their respective successors and
assigns, or such other depositary institution hereinafter appointed by the
Company that is a clearing agency registered under the Exchange
Act.

     

    “Equity Offering”
means a public or private issuance or sale of Capital Stock (other than
Disqualified Capital Stock) of the Company other than pursuant to any
employment, director or consulting contract or pursuant to any employee,
director or consultant benefit, stock option, share ownership or similar plan or
program.

     

    “Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or its successor
in such capacity.

     

    “Event of Default” has
the meaning assigned to it in Section 6.1.

     

    “Excess Proceeds” has
the meaning assigned to it in Section
3.12(c).

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute or
statutes thereto.

     

    “Exchange Notes” means
debt securities of the Company, guaranteed by
the Note Guarantors, substantially identical
in all material respects to Notes originally issued pursuant to an exemption
from registration under the Securities Act (except that the transfer
restrictions pertaining thereto will be modified or eliminated, as appropriate),
to be issued pursuant to this Indenture pursuant to a Registered Exchange Offer
for a like principal amount of Notes originally issued pursuant to an exemption
from registration under the Securities Act, and any replacement Notes issued
therefor in accordance with this Indenture.

     

    “Exchange Offer Registration
Statement” shall have the meaning assigned to such term (or any
substantially similar term) in the Issue Date Registration Rights Agreement and
any other Registration Rights Agreement.

     

    “Excluded Holder” has
the meaning assigned to it in Section
3.22(a).

     

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    “Fair Market Value”
means, with respect to any asset, the price (after taking into account any
liabilities relating to such assets) which could be negotiated in an
arm’s-length free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of which is under any compulsion to complete the
transaction.

     

    “Four Quarter Period”
has the meaning assigned to it in the definition of “Consolidated Leverage
Ratio.”

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, which are in effect as of the Issue Date.

     

    “Global Note” means
any Note issued in fully registered form to DTC (or its nominee), as depositary
for the beneficial owners thereof, which shall be substantially in the form of
Exhibit A,
with appropriate legends as specified in Section 2.7 and
Exhibit A.

     

    “Guarantee” means any
Obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness of any other Person:

     

    (1)           to
purchase or pay, or advance or supply funds for the purchase or payment of, such
Indebtedness of such other Person, whether arising by virtue of partnership
arrangements, or by agreement 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 purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof, in whole or in part,

     

    provided that “Guarantee”
will not include endorsements for collection or deposit in the ordinary course
of business.  “Guarantee” used as a verb has a corresponding
meaning.

     

    “Guaranteed
Obligations” has the meaning assigned to it in Section
10.1(a).

     

    “Hedging Obligations”
means the Obligations of any Person pursuant to any Interest Rate Agreement,
Currency Agreement or Commodity Agreement.

     

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

     

    “Incur” means, with
respect to any Indebtedness, Lien or other obligation of any Person, to create,
issue, incur (including by conversion, exchange or otherwise), grant, assume,
Guarantee or otherwise become liable.  “Incurrence,” “Incurred” and
“Incurring” will have corresponding meanings.

     

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    “Indebtedness” means,
with respect to any Person, without duplication:

     

    (1)           all
Obligations of such Person for borrowed money;

     

    (2)           all
Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

     

    (3)           all
Capitalized Lease Obligations of such Person;

     

    (4)           all
Obligations of such Person issued or assumed as the deferred purchase price of
property (including, without limitation, deferred acquisition consideration in
respect of any Capital Stock or business), all conditional sale obligations and
all Obligations under any title retention agreement (but excluding trade
accounts payable, including corporate credit card charges in respect thereof,
and other accrued liabilities arising in the ordinary course of business that
are not overdue by 90 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently
conducted);

     

    (5)           all
letters of credit, banker’s acceptances or similar credit transactions,
including reimbursement Obligations in respect thereof;

     

    (6)           Guarantees
and other contingent Obligations of such Person in respect of Indebtedness
referred to in clauses (1) through (4) above and clauses (7), (8) and
(9) below;

     

    (7)           all
Indebtedness of any other Person of the type referred to in clauses (1)
through (6) which is secured by any Lien on any property or asset of such
Person, the amount of such Indebtedness being deemed to be the lesser of the
Fair Market Value of such property or asset or the amount of the Indebtedness so
secured;

     

    (8)           Obligations
under Hedging Obligations of such Person;

     

    (9)           all
liabilities recorded on the balance sheet of such Person in connection with a
sale or other disposition of accounts receivables and related assets;
and

     

    (10)         all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness
represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase
price, but excluding accrued dividends, if any; provided that:

     

    (a)           if
the Disqualified Capital Stock does not have a fixed repurchase price, such
maximum fixed repurchase price will be calculated in accordance with the terms
of the Disqualified Capital Stock as if the Disqualified Capital Stock were
purchased on any date on which Indebtedness will be required to be determined
pursuant to this Indenture; and

     

    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    (b)           if
the maximum fixed repurchase price is based upon, or measured by, the Fair
Market Value of the Disqualified Capital Stock, the fair market value will be
the Fair Market Value thereof.

     

    The
amount of the Indebtedness in respect of any Hedging Obligations at any time
shall be equal to the amount payable as a result of the termination of such
Hedging Obligations at such time.  The amount of any Indebtedness
outstanding as of any date shall be the outstanding balance at such date of all
unconditional Obligations as described above and, with respect to contingent
Obligations, the maximum liability upon the occurrence of the contingency giving
rise to the Obligation, and shall be:

     

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

     

    (2)           the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time, including the Exhibits
hereto.

     

    “Independent Financial
Advisor” means an accounting firm, appraisal firm, investment banking
firm or consultant of nationally recognized standing that is, in the judgment of
the Company’s Board of Directors, qualified to perform the task for which it has
been engaged and which is independent in connection with the relevant
transaction.

     

    “Interest Payment
Date” means the stated due date of a regular installment of interest on
the Notes as specified in the Form of Face of Note contained in Exhibit
A.

     

    “Interest Rate
Agreement” means, with respect to any Person, any interest rate
protection agreement (including, without limitation, interest rate swaps, caps,
floors, collars, derivative instruments and similar agreements) and/or other
types of hedging agreements designed to hedge interest rate risk of such
Person.

     

    “Investment” means,
with respect to any Person, any:

     

    (1)           direct
or indirect loan, advance or other extension of credit (including, without
limitation, a Guarantee) to any other Person,

     

    (2)           capital
contribution (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others) to any
other Person, or

     

    (3)           any
purchase or acquisition by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by any other
Person.

     

    “Investment”
will exclude accounts receivable, deposits, advances to customers, commission,
travel and similar advances to officers and employees, in each case made in the
ordinary course of business.  “Invest,” “Investing” and “Invested”
will have corresponding meanings.

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    For
purposes of the definition of “Unrestricted Subsidiary” and Section 3.10, the
Company will be deemed to have made an “Investment” in an Unrestricted
Subsidiary at the time of its Designation, which will be valued at the Fair
Market Value of the sum of the net assets of such Unrestricted Subsidiary
multiplied by the percentage equity ownership of the Company and its Restricted
Subsidiaries in such Designated Unrestricted Subsidiary at the time of its
Designation and the amount of any Indebtedness of such Unrestricted Subsidiary
owed to the Company or any Restricted Subsidiary immediately following such
Designation.  Any property transferred to or from an Unrestricted
Subsidiary will be valued at its Fair Market Value at the time of such
transfer.  If the Company or any Restricted Subsidiary sells or
otherwise disposes of any Capital Stock of a Restricted Subsidiary (including
any issuance and sale of Capital Stock by a Restricted Subsidiary) such that,
after giving effect to any such sale or disposition, such Restricted Subsidiary
would cease to be a Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to sum
of the Fair Market Value of the Capital Stock of such former Restricted
Subsidiary held by the Company or any Restricted Subsidiary immediately
following such sale or other disposition and the amount of any Indebtedness of
such former Restricted Subsidiary Guaranteed by the Company or any Restricted
Subsidiary or owed to the Company or any other Restricted Subsidiary immediately
following such sale or other disposition.  The acquisition by the
Company or any Restricted Subsidiary of the Company of a Person that holds an
Investment in a third Person will be deemed to be an Investment by the Company
or such Restricted Subsidiary in such third Person in an amount equal to the
Fair Market Value of the Investments held by the acquired Person in such third
Person.  Except as otherwise provided in this Indenture, the amount of
an Investment will be determined at the time the Investment is made without
giving effect to subsequent changes in value.

     

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

     

    “Investment Return”
means, in respect of any Investment (other than a Permitted Investment) made
after the Issue Date by the Company or any Restricted Subsidiary:

     

    (1)          the
cash proceeds received by the Company upon the sale, liquidation or repayment of
such Investment or, in the case of a Guarantee, the amount of the Guarantee upon
the unconditional release of the Company and its Restricted Subsidiaries in
full, less any payments previously made by the Company or any Restricted
Subsidiary in respect of such Guarantee;

     

    (2)          in
the case of the Revocation of the Designation of an Unrestricted Subsidiary, an
amount equal to the lesser of:

     

    (a)           the
Company’s Investment in such Unrestricted Subsidiary at the time of such
Revocation;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)           that
portion of the Fair Market Value of the net assets of such Unrestricted
Subsidiary at the time of Revocation that is proportionate to the Company’s
equity interest in such Unrestricted Subsidiary at the time of Revocation;
and

     

    (c)           the
Designation Amount with respect to such Unrestricted Subsidiary upon its
Designation which was treated as a Restricted Payment; and

     

    (3)          in
the event the Company or any Restricted Subsidiary makes any Investment in a
Person that, as a result of or in connection with such Investment, becomes a
Restricted Subsidiary, the existing Investment of the Company and its Restricted
Subsidiaries in such Person,

     

    in the
case of each of clause (1), (2) and (3) above, up to the amount of such
Investment that was treated as a Restricted Payment under Section 3.10(a) less the amount of any
previous Investment Return in respect of such Investment.

     

    “Issue Date” means the
first date of issuance of Notes under this Indenture.

     

    “Issue Date Notes”
means the $225,000,000 aggregate principal amount of Notes originally issued on
the Issue Date, and any replacement Notes and Exchange Notes issued therefor in
accordance with this Indenture.

     

    “Issue Date Registration
Rights Agreement” means the Registration Rights Agreement, dated as of
the date hereof, between the Company, the Note Guarantors and Goldman, Sachs &
Co., William Blair & Company, L.L.C., BMO Capital Markets Corp., J.P. Morgan
Securities Inc., Jefferies & Company, Inc., RBC Capital Markets Corporation,
Scotia Capital (USA) Inc. and UBS Securities LLC, as Initial Purchasers with
respect to the Notes.

     

    “Legal Defeasance” has
the meaning assigned to it in Section 8.1(b).

     

    “Legal Holiday” has
the meaning assigned to it in Section 11.6.

     

    “Lien” means any lien,
mortgage, deed of trust, pledge, security interest, charge or encumbrance of any
kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof and any agreement to give any security interest);
provided that, the
lessee in respect of a Capitalized Lease Obligation or Sale and Leaseback
Transaction will be deemed to have Incurred a Lien on the property leased
thereunder; provided
further that in no
event shall an operating lease entered into in the ordinary course of business
be deemed to constitute a Lien.

     

    “Maturity Date” means
November 1, 2016.

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Net Cash Proceeds”
means, with respect to any Asset Sale, the proceeds in the form of cash or Cash
Equivalents, including any cash received upon the sale or other disposition of
any Designated Non-cash Consideration or payments in respect of deferred payment
Obligations when received in the form of cash or Cash Equivalents received by
the Company or any of its Restricted Subsidiaries from such Asset Sale, net
of:

     

    (1)          reasonable
out-of-pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales
commissions);

     

    (2)          taxes
paid or payable in respect of such Asset Sale after taking into account any
reduction in consolidated tax liability due to available tax credits or
deductions and any tax sharing arrangements;

     

    (3)          repayment
of Indebtedness secured by a Lien permitted under this Indenture that is
required to be repaid in connection with such Asset Sale; and

     

    (4)          appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
Obligations associated with such Asset Sale, but excluding any reserves with
respect to Indebtedness.

     

    “Non-U.S. Beneficial
Ownership Certification” has the meaning assigned to it in Section 2.1(e).

     

    “Non-U.S. Person”
means a person who is not a U.S. person, as defined in
Regulation S.

     

    “Note Custodian” means
the custodian with respect to any Global Note appointed by DTC, or any successor
Person thereto, and shall initially be the Trustee.

     

    “Note Guarantee” means
any guarantee of the Company’s Obligations under this Indenture and the Notes
provided by each Note Guarantor pursuant to Article
X.

     

    “Note Guarantor” means
any Restricted Subsidiary which provides a Note Guarantee pursuant to this
Indenture until such time as its Note Guarantee is released in accordance with
this Indenture.  As of the date hereof, the parties signatory hereto
as Note Guarantors as identified on the signature page to this Indenture shall
be the initial Note Guarantors.

     

    “Note Register” has
the meaning assigned to it in Section 2.3(a).

     

    “Notes” means the
Company’s 11% Senior Notes due 2016 issued and authenticated pursuant to this
Indenture (including, without limitation, Additional Notes and Exchange
Notes).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Obligations” means,
with respect to any Indebtedness, any principal, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursements, damages, and other liabilities payable under the documentation
governing such Indebtedness, including, in the case of the Notes and the Note
Guarantees, this Indenture and the Registration Rights Agreement.

     

    “Offering Circular”
means the offering circular, dated October 20, 2009, relating to the sale of the
Notes.

     

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

     

    “Officers’
Certificate” means a certificate signed by any two Officers of the
Company, at least one of whom must be its Chairman of the Board of Directors,
its Chief Executive Officer, its President, its Chief Financial Officer, its
Chief Accounting Officer, its Treasurer or its Controller, and delivered to the
Trustee.

     

    “Opinion of Counsel”
means a written opinion of counsel, who may be an employee of or counsel for the
Company and who shall be reasonably acceptable to the Trustee.

     

    “Outstanding” means,
as of the date of determination, all Notes theretofor authenticated and
delivered under this Indenture, except:

     

    (i)           Notes
theretofor canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii)          Notes,
or portions thereof, for the payment, redemption or, in the case of an Asset
Sale Offer or Change of Control Offer, purchase of which, money in the necessary
amount has been theretofor deposited with the Trustee or any Paying Agent (other
than the Company, a Note Guarantor or an Affiliate of the
Company) in trust or set aside and segregated in trust by the Company, a Note
Guarantor or an
Affiliate of the Company (if the Company, such Note Guarantor or such Affiliate is acting as the Paying
Agent) for the Holders of such Notes; provided that, if Notes (or
portions thereof) are to be redeemed or purchased, notice of such redemption or
purchase has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

     

    (iii)         Notes
which have been surrendered pursuant to Section 2.10 or
Notes in exchange for which or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, other than any such
Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a bona fide purchaser in whose
hands such Notes are valid Obligations of the Company; and

     

    (iv)        solely
to the extent provided in Article VIII, Notes
which are subject to Legal Defeasance or Covenant Defeasance as provided in
Article
VIII;

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    provided, however, that in determining
whether the Holders of the requisite aggregate principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Company, a Note
Guarantor or any other obligor upon the Notes or any Affiliate of the
Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a Trust
Officer of the Trustee actually knows to be so owned shall be so
disregarded.  Notes so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or
of such other obligor.

     

    “Paying Agent” has the
meaning assigned to it in Section 2.3(a).

     

    “Permitted Business”
means the business or businesses conducted by the Company and its Restricted
Subsidiaries as of the Issue Date and any reasonable extension thereof or any
business ancillary or complementary thereto.

     

    “Permitted Holders”
means (1) Miles S. Nadal, his spouse and his immediate family members, (2) any
trust created for the benefit of the Persons described in clause (1) above and
(3) any Person at least 80% of the outstanding Capital Stock of which is owned
by one or more Persons described in clauses (1) and (2) above.

     

    “Permitted
Indebtedness” has the meaning assigned to it in Section
3.8(b).

     

    “Permitted Investing
Subsidiary” has the meaning assigned to it in Section
3.12(b).

     

    “Permitted
Investments” means:

     

    (1)          Investments
by the Company or any Restricted Subsidiary in any Person that is, or that
result in any Person becoming, immediately after such Investment, a Restricted
Subsidiary or constituting a merger or consolidation of such Person into the
Company or with or into a Restricted Subsidiary;

     

    (2)          Investments
in the Company;

     

    (3)          Investments
in cash and Cash Equivalents;

     

    (4)          any
extension, modification or renewal of any Investments existing as of the Issue
Date (but not Investments involving additional advances, contributions or other
investments of cash or property or other increases thereof, other than as a
result of the accrual or accretion of interest or original issue discount or
payment-in-kind pursuant to the terms of such Investment as of the Issue
Date);

     

    (5)          Investments
permitted pursuant to clause (2) or (8) of Section
3.13(b);

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (6)          Investments
received as a result of the bankruptcy or reorganization of any Person or taken
in settlement of or other resolution of claims or disputes, and, in each case,
extensions, modifications and renewals thereof or as a result of a foreclosure
by the Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in
default;

     

    (7)          Investments
made by the Company or its Restricted Subsidiaries as a result of non-cash
consideration permitted to be received in connection with an Asset Sale made in
compliance with Section
3.12;

     

    (8)          Investments
in the form of Hedging Obligations permitted under clause (5) of Section
3.8(b);

     

    (9)          Investments
made solely in exchange for common equity of the Company constituting Qualified
Capital Stock;

     

    (10)        Investments
consisting of purchases and acquisitions of inventory, supplies, material or
equipment;

     

    (11)        (A)          loans
and advances to, or Guarantees of Indebtedness of, employees of the Company and
its Restricted Subsidiaries (excluding any “executive officers” (as defined in
Rule 3b-7 under the Exchange Act) of the Company) not to exceed $5.0 million at
any one time outstanding in the aggregate; or

     

    (B)  
        loans and advances to current or
former employees, officers, and directors of the Company or any of its
Restricted Subsidiaries, their respective estates, spouses or former spouses, in
each case for the purpose of purchasing Capital Stock of the Company or such
Restricted Subsidiary, as the case may be, so long as the proceeds of such loans
or advances are received by the Company or the relevant Restricted
Subsidiary;

     

    (12)        loans
and advances to officers, directors and employees for business-related travel
expenses, moving expenses and other similar expenses, including credit card
borrowings in respect thereof, in each case incurred in the ordinary course of
business or to fund such Person’s purchase of Capital Stock of the Company from
the Company;

     

    (13)        Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (13) that are
at the time outstanding, without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash or
Cash Equivalents, not to exceed $4.0 million at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made
and without giving effect to subsequent changes in value);

     

    (14)        Investments
existing on the Issue Date; or

     

    
      
        
        

      

      
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    (15)        Investments
in a Person engaged in a Permitted Business not to exceed $10.0 million at
any one time outstanding (with the Fair Market Value of each Investment being
measured at the time made and without giving effect to subsequent changes in
value).

     

    “Permitted Liens”
means any of the following:

     

    (1)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith,
if such reserve or other appropriate provision, if any, as required by GAAP have
been made in respect thereof;

     

    (2)          Liens
Incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, including any Lien securing letters of credit issued in the ordinary
course of business consistent with past practice in connection therewith, or to
secure the performance of tenders, statutory Obligations, surety and appeal
bonds, bids, leases, government performance and return-of-money bonds and other
similar Obligations (exclusive of Obligations for the payment of borrowed
money);

     

    (3)          Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s Obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;

     

    (4)          Liens
securing reimbursement Obligations with respect to commercial letters of credit
which encumber documents and other property relating to such letters of credit
and products and proceeds thereof;

     

    (5)          Liens
encumbering deposits made to secure Obligations arising from statutory,
regulatory, contractual, or warranty requirements of the Company or a Restricted
Subsidiary, including rights of offset and set-off;

     

    (6)          Liens
securing Hedging Obligations that relate to Indebtedness that is Incurred in
accordance with Section 3.8 and that
are secured by the same assets as secure such Hedging Obligations;

     

    (7)          Liens
existing on the Issue Date (other than Liens securing Indebtedness under the
Bank Credit Facility) and Liens to secure any Refinancing Indebtedness which is
Incurred to Refinance any Indebtedness below which has been secured by a Lien
permitted under Section 3.14 not
Incurred pursuant to clause (9), (10) or (22) below and which Indebtedness has
been Incurred in accordance with Section 3.8; provided that such new
Liens:

     

    (a)           are
no less favorable to the Holders of Notes and are not more favorable to the
lienholders with respect to such Liens than the Liens in respect of the
Indebtedness being Refinanced; and

     

    
      
        
        

      

      
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    (b)           do
not extend to any property or assets other than the property or assets securing
the Indebtedness Refinanced by such Refinancing Indebtedness;

     

    (8)          Liens
securing Acquired Indebtedness Incurred in accordance with Section 3.8 not
Incurred in connection with, or in anticipation or contemplation of, the
relevant acquisition, merger or consolidation; provided that:

     

    (a)           such
Liens secured such Acquired Indebtedness at the time of and prior to the
Incurrence of such Acquired Indebtedness by the Company or a Restricted
Subsidiary and were not granted in connection with, or in anticipation of the
Incurrence of such Acquired Indebtedness by the Company or a Restricted
Subsidiary; and

     

    (b)           such
Liens do not extend to or cover any property of the Company or any Restricted
Subsidiary other than the property that secured the Acquired Indebtedness prior
to the time such Indebtedness became Acquired Indebtedness of the Company or a
Restricted Subsidiary and are no more favorable to the lienholders than the
Liens securing the Acquired Indebtedness prior to the Incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary;

     

    (9)          purchase
money Liens securing Purchase Money Indebtedness or Capitalized Lease
Obligations (or Refinancing Indebtedness in respect thereof) not to exceed $15.0
million in the aggregate outstanding at any one time Incurred to finance the
acquisition, construction or leasing of property of the Company or a Restricted
Subsidiary used in a Permitted Business; provided that:

     

    (a)           the
original related Purchase Money Indebtedness does not exceed the cost of such
property and is not be secured by any property of the Company or any Restricted
Subsidiary other than the property so acquired or constructed; and

     

    (b)           the
original Lien securing such Indebtedness will be created within 180 days of such
acquisition;

     

    (10)        Liens
securing Indebtedness under a Bank Credit Facility (or Guarantees thereof) in an
aggregate principal amount outstanding at any time not to exceed the greater of
(x) the Consolidated EBITDA of the Company for the Four Quarter Period as of the
date of determination and (y) $75.0 million;

     

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

     

    (12)        survey
exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property
that were not incurred in connection with Indebtedness and that do not in the
aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;

     

    
      
        
        

      

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

     

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

     

    (15)        Liens
arising out of conditional sale, title retention, consignment or similar
arrangements, or that are contractual rights of set-off, relating to the sale or
purchase of goods entered into by the Company or any of its Restricted
Subsidiary in the ordinary course of business;

     

    (16)        deposits
made in the ordinary course of business to secure liability to insurance
carriers;

     

    (17)        Liens
securing judgments for the payment of money not constituting an Event of Default
under clause (7) of Section 6.1(a) so
long as such Liens are adequately bonded;

     

    (18)        Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on items in the course of collection, (ii) attaching to commodity trading
accounts or other commodity brokerage accounts incurred in the ordinary course
of business and not for speculative purposes, and (iii) in favor of banking
institutions arising as a matter of law encumbering deposits (including the
right of set-off) and which are within the general parameters customary in the
banking industry;

     

    (19)        Liens
deemed to exist in connection with Investments in repurchase agreements
permitted under Section 3.8 and
clause (5) of the definition of “Cash Equivalents”; provided that such Liens do
not extend to any assets other than those that are the subject of such
repurchase agreement;

     

    (20)        Liens
in favor of Cash Management Financial Institutions Incurred by the Company in
the ordinary course of business in respect of cash on deposit pursuant to clause
(c) of the definition of “Cash Management Arrangements”;

     

    (21)        any
encumbrance or restriction (including put and call arrangements) with respect to
Capital Stock of any joint venture or similar arrangement pursuant to any joint
venture or similar agreement; and

     

    (22)        Liens
securing Indebtedness (including all Refinancing thereof) not to exceed $10.0
million aggregate principal amount outstanding at any one time.

     

    “Person” means an
individual, partnership, limited partnership, corporation, company, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

     

    
      
        
        

      

      
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    “Post-Petition
Interest” means all interest accrued or accruing after the commencement
of any insolvency or liquidation proceeding (and interest that would accrue but
for the commencement of any insolvency or liquidation proceeding) in accordance
with and at the contract rate (including, without limitation, any rate
applicable upon default) specified in the agreement or instrument creating,
evidencing or governing any Indebtedness, whether or not, pursuant to applicable
law or otherwise, the claim for such interest is allowed as a claim in such
insolvency or liquidation proceeding.

     

    “Preferred Stock”
means, with respect to any Person, any Capital Stock of such Person that has
preferential rights over any other Capital Stock of such Person with respect to
dividends, distributions or redemptions or upon liquidation.  For the
avoidance of doubt, “Preferred Stock” shall not include equity interests of
minority holders of Capital Stock of Restricted Subsidiaries of the Company by
virtue of put and call arrangements.

     

    “Private Placement
Legend” has the meaning assigned to it in Section 2.7(b).

     

    “Purchase Money
Indebtedness” means Indebtedness Incurred for the purpose of financing
all or any part of the purchase price or cost of construction of any property
other than Capital Stock; provided that the aggregate
principal amount of such Indebtedness does not exceed the lesser of the Fair
Market Value of such property or such purchase price or cost, including any
Refinancing of such Indebtedness that does not increase the aggregate principal
amount (or accreted amount, if less) thereof as of the date of
Refinancing.

     

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

     

    “Qualified Capital
Stock” means any Capital Stock that is not Disqualified Capital Stock and
any warrants, rights or options to purchase or acquire Capital Stock that is not
Disqualified Capital Stock that are not convertible into or exchangeable into
Disqualified Capital Stock.

     

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

     

    “Record Date” has the
meaning assigned to it in the Form of Face of Note contained in Exhibit
A.

     

    “Redemption Date”
means, with respect to any redemption of Notes, the date fixed for such
redemption pursuant to this Indenture and the Notes.

     

    “Refinance” means, in
respect of any Indebtedness, to issue any Indebtedness in exchange for or to
refinance, repay, redeem, replace, defease or refund such Indebtedness in whole
or in part.  “Refinanced” and “Refinancing” will have corresponding
meanings.

     

    
      
        
        

      

      
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    “Refinancing
Indebtedness” means Indebtedness of the Company or any Restricted
Subsidiary issued to Refinance, any other Indebtedness of the Company or a
Restricted Subsidiary so long as:

     

    (1)          the
aggregate principal amount (or initial accreted value, if applicable) of such
new Indebtedness as of the date of such proposed Refinancing does not exceed the
aggregate principal amount (or accreted value as of such date, if applicable) of
the Indebtedness being Refinanced (plus the amount of any premium required to be
paid under the terms of the instrument governing such Indebtedness and the
amount of reasonable expenses incurred by the Company in connection with such
Refinancing); or

     

    (2)          such
new Indebtedness has:

     

    (a)           a
Weighted Average Life to Maturity that is equal to or greater than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced, and

     

    (b)           a
final maturity that is equal to or later than the final maturity of the
Indebtedness being Refinanced;

     

    (3)          if
the Indebtedness being Refinanced is:

     

    (a)           Indebtedness
of the Company, then such Refinancing Indebtedness will be Indebtedness of the
Company or a Note Guarantor,

     

    (b)           Indebtedness
of a Note Guarantor, then such Refinancing Indebtedness will be Indebtedness of
the Company and/or such Note Guarantor, and

     

    (c)           Subordinated
Indebtedness, then such Refinancing Indebtedness will be subordinate to the
Notes or the relevant Note Guarantee, if applicable, at least to the same extent
and in the same manner as the Indebtedness being Refinanced.

     

    “Registered Exchange
Offer” means an exchange offer by the Company registered under the
Securities Act pursuant to which Notes originally issued pursuant to an
exemption from registration under the Securities Act are exchanged for Notes of
like principal amount not bearing the Private Placement Legend.

     

    “Registrar” has the
meaning assigned to it in Section 2.3(a).

     

    “Registration Rights
Agreement” means any registration rights agreement between the Company,
the Note Guarantors and one or more
investment banks acting as initial purchasers in connection with any issuance of
Notes under this Indenture, including the Issue Date Registration Rights
Agreement.

     

    “Registration
Statement” means an effective Exchange Offer Registration Statement or
Shelf Registration Statement

    .

    
      
        
        

      

      
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    “Regulation S” means
Regulation S under the Securities Act or any successor regulation.

     

    “Regulation S Global
Note” has the meaning assigned to it in Section 2.1(e).

     

    “Regulation S Permanent
Global Note” has the meaning assigned to it in Section 2.1(e).

     

    “Regulation S Temporary
Global Note” has the meaning assigned to it in Section 2.1(e).

     

    “Reimbursement
Payment” has the meaning assigned to it in Section
3.22(b).

     

    “Resale Restriction
Termination Date” means for any Restricted Note (or beneficial interest
therein), other than a Regulation S Temporary Global Note, which shall not have
a Resale Restriction Termination Date and shall remain subject to the transfer
restrictions specified therefor in this Indenture until such Global Note is
cancelled by the Trustee, that is (a) not a Regulation S Global Note, the date
on which the Company instructs the Trustee in writing to remove the Private
Placement Legend from the Restricted Notes in accordance with the procedures
described in Section
2.8(h) (which instruction is expected to be given on or about the one
year anniversary of the issuance of the Restricted Notes) and (b) a Regulation S
Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.6(c))
(other than a Regulation S Temporary Global Note), the date on which the
Distribution Compliance Period therefor terminates.

     

    “Restricted Note”
means (a) any Regulation S Temporary Global Note (or beneficial interest
therein) or any Certificated Note issued in respect thereof pursuant to Section 2.6(c) at any
time and (b) any Issue Date Note (or beneficial interest therein) or any
Additional Note (or beneficial interest therein) not originally issued and sold
pursuant to an effective registration statement under the Securities Act other
than, in each case, a Regulation S Permanent Global Note or any Exchange Note
until, in the case of clause (b), such time as:

     

    (i)          such
Issue Date Note (or beneficial interest therein) or Additional Note (or
beneficial interest therein) has been exchanged for a corresponding Exchange
Note pursuant to an Exchange Offer Registration Statement or transferred
pursuant to a Shelf Registration Statement;

     

    (ii)          the
Resale Restriction Termination Date therefor has passed; or

     

    (iii)         in
the case of a Regulation S Global Note (or Certificated Note issued in respect
thereof pursuant to Section 2.6(c)), the
expiration of the Distribution Compliance Period therefor; or

     

    (iv)         the
Private Placement Legend therefor has otherwise been removed pursuant to Section 2.8 or,
in the case of a beneficial interest in a Global Note, such beneficial interest
has been exchanged for an interest in a Global Note not bearing a Private
Placement Legend.

     

    
      
        
        

      

      
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    “Restricted Payment”
has the meaning assigned to it in Section
3.10.

     

    “Restricted
Subsidiary” means any Subsidiary of the Company which at the time of
determination is not an Unrestricted Subsidiary.

     

    “Reversion Date”
means, in respect of any Covenant Suspension Date, the first date following
which one or both of the Rating Agencies withdraw their Investment Grade Rating
on the Notes or downgrade the rating assigned to the Notes below an Investment
Grade Rating.

     

    “Revocation” has the
meaning assigned to it in Section
3.19.

     

    “Rule 144” means
Rule 144 under the Securities Act (or any successor rule).

     

    “Rule 144A” means
Rule 144A under the Securities Act (or any successor rule).

     

    “Rule 144A Global
Note” has the meaning assigned to it in Section 2.1(d).

     

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

     

    “Sale and Leaseback
Transaction” means any direct or indirect arrangement with any Person or
to which any such Person is a party providing for the leasing to the Company or
a Restricted Subsidiary of any property, whether owned by the Company or any
Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any other Person by whom funds have been or are to be advanced on
the security of such property.

     

    “Securities Act” means
the Securities Act of 1933, as amended, or any successor statute or statutes
thereto.

     

    “Shelf Registration
Statement” shall have the meaning assigned to such term (or any
substantially similar term) in the Issue Date Registration Rights Agreement and
any other Registration Rights Agreement.

     

    “Senior Indebtedness”
means the Notes and the Note Guarantees and any other Indebtedness of the
Company or any Note Guarantor which ranks equal in right of payment with the
Notes or the relevant Note Guarantee, as the case may be.

     

    “Significant
Subsidiary” means a Restricted Subsidiary of the Company, which together
with its Subsidiaries, constitutes a “Significant Subsidiary” of the Company in
accordance with Rule 1-02(w) of Regulation S-X under the Securities
Act in effect on the date hereof; provided that Margeotes
Fertitta Powell Partners LLC will not constitute a “Significant Subsidiary” if
(a) it qualifies as such solely pursuant to clause (3) of such Rule 1-02(w) due
to its losses under GAAP and (b) the aggregate Investments made by the Company
and its Restricted Subsidiaries in it after the Issue Date do not exceed $2.0
million.

     

    “Special Record Date”
has the meaning assigned to it in Section 2.13(a).

     

    
      
        
        

      

      
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    “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
Indebtedness” means, with respect to the Company or any Note Guarantor,
any Indebtedness of the Company or such Note Guarantor, as the case may be,
which is expressly subordinated in right of payment to the Notes or the relevant
Note Guarantee, as the case may be.  For the avoidance of doubt, for
purposes of the trust indenture, dated as of June 28, 2005, by and between the
Company and Computershare Trust Company of Canada Inc., relating to the issuance
of the Convertible Debentures, the Notes constitute “Senior Indebtedness” as
defined in such trust indenture.

     

    “Subsidiary” means,
with respect to any Person, another Person consolidated as a subsidiary on the
consolidated financial statements of such Person in accordance with GAAP; provided that, in the case of
the Company, each of Adrenalina LLC, Hello Design LLC and Mono Advertising LLC
shall constitute a Subsidiary so long as the Company owns directly or indirectly
at least 40% of the total economic and voting power of each of their respective
Capital Stock.

     

    “Successor Company”
has the meaning assigned to it in Section 4.1.

     

    “Suspended Covenants”
has the meaning assigned to it in Section
3.23(a).

     

    “Suspension Period”
means has the meaning assigned to it in Section
3.23(a).

     

    “Taxes” has the
meaning assigned to it in Section
3.22(a).

     

    “Taxing Authority” has
the meaning assigned to it in Section
3.22(a).

     

    “TIA” or “Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, as in effect on the date of
this Indenture (except as otherwise provided in this Indenture).

     

    “Treasury Rate” has
the meaning assigned to it in Section 5 of the Form of Reverse Side of Note
contained in Exhibit
A.

     

    “Trustee” means the
party named as such in the introductory paragraph of this Indenture until a
successor replaces it in accordance with the terms of this Indenture and,
thereafter, means the successor.

     

    “Trust Officer” means,
when used with respect to the Trustee, any officer assigned to the Corporate
Trust Division - Corporate Finance Unit (or any successor division or unit) of
the Trustee located at the Corporate Trust Office of the Trustee, who shall have
direct responsibility for the administration of this Indenture, and for purposes
of Section
7.1(c)(2) and the second sentence of Section 7.5 shall
also include any officer of the Trustee to whom any corporate trust matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.

     

    
      
        
        

      

      
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    “Uniform Commercial
Code” means the Uniform Commercial Code, or any successor code or
statute, as in effect from time to time in the State of New York.

     

    “Unrestricted
Subsidiary” means any Subsidiary of the Company Designated as such
pursuant to Section
3.19.

     

    “U.S. Dollar
Equivalent” means, with respect to any monetary amount in a currency
other than U.S. dollars, at any time for determination thereof, the amount of
U.S. dollars obtained by converting such foreign currency involved in such
computation into U.S. dollars at the spot rate for the purchase of U.S. dollars
with the applicable foreign currency as published in The Wall Street Journal in
the “Exchange Rates” column under the heading “Currency Trading” on the date two
Business Days prior to such determination.

     

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

     

    “U.S. Legal Tender”
means such coin or currency of the United States, as at the time of payment
shall be legal tender for the payment of public and private debts.

     

    “U.S. Person” means a
U.S. Person as defined in Regulation S.

     

    “Voting Stock” means,
with respect to any Person, securities of any class of Capital Stock of such
Person entitling the holders thereof (whether at all times or only so long as no
senior class of stock has voting power by reason of any contingency) to vote in
the election of members of the Board of Directors (or equivalent governing body)
of such Person.

     

    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years (calculated to the nearest one-twelfth) obtained by
dividing:

     

    (1)          the
then outstanding aggregate principal amount or liquidation preference, as the
case may be, of such Indebtedness into

     

    (2)          the
sum of the products obtained by multiplying:

     

    (a)           the
amount of each then remaining installment, sinking fund, serial maturity or
other required payment of principal or liquidation preference, as the case may
be, including payment at final maturity, in respect thereof, by

     

    (b)           the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    “Wholly Owned
Subsidiary” means, with respect to any Person, any Subsidiary (Restricted
Subsidiary, in the case of the Company) of such Person of which all of the
outstanding Capital Stock (other than in the case of a Subsidiary not organized
in the United States, directors’ qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by such Person or any other Person that satisfies this definition in
respect of such Person.

     

    Section
1.2.  Incorporation by Reference
of Trust Indenture Act.  If any provision of this Indenture
limits, qualifies or conflicts with the duties that would be imposed by any of
Sections 310 to 317 of the TIA through operation of Section 318(c)
thereof on any Person if this Indenture were qualified under the TIA, such
imposed duties shall control.

     

    “obligor” on the
indenture securities means the Company and any other obligor on the indenture
securities.

     

    All other
TIA terms used in this Indenture that are defined by the TIA, defined in the TIA
by reference to another statute or defined by Rules or Regulations of the
Commission have the meanings assigned to them by such definitions and are
incorporated into this Indenture whether or not this Indenture is qualified
under the TIA.

     

    Section
1.3.  Rules
of Construction.  Unless the context otherwise
requires:

     

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

     

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

     

    (3)          “or”
is not exclusive;

     

    (4)          “including”
means including without limitation;

     

    (5)          words
in the singular include the plural and words in the plural include the
singular;

     

    (6)          references
to the payment of principal of the Notes shall include applicable premium, if
any; and

     

    (7)          references
to payments on the Notes (including payments in connection with optional
redemptions or mandatory offers to repurchase) shall include Additional Amounts
and Additional Interest, if any.

     

    
      
        
        

      

      
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    ARTICLE
II

     

    THE
NOTES

     

    Section
2.1.  Form
and Dating.  (a)  The Issue Date Notes are being
originally offered and sold by the Company pursuant to a Purchase Agreement,
dated October 20, 2009, among the Company, the Note Guarantors party hereto and
Goldman, Sachs & Co., William Blair & Company, L.L.C., BMO Capital
Markets Corp., J.P. Morgan Securities Inc., Jefferies & Company, Inc., RBC
Capital Markets Corporation, Scotia Capital (USA) Inc. and UBS Securities LLC,
as Initial Purchasers with respect to the Notes.  The Notes will
initially be issued as one or more Global Notes in fully registered form without
coupons, and only in denominations of $2,000 and any integral multiple of $1,000
in excess thereof, and each such Global Note shall constitute a single Note for
all purposes under this Indenture.  Certificated Notes, if issued
pursuant to the terms hereof, will be issued in fully registered certificated
form without coupons.  The Notes may only be issued in definitive
fully registered form without coupons and only in denominates of $2,000 and any
integral multiple of $1,000 in excess thereof.  The Notes and the
Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A
hereto.

     

    (b)          The
terms and provisions of the Notes, the form of which is in Exhibit A, shall
constitute, and are hereby expressly made, a part of this Indenture, and, to the
extent applicable, the Company, the Note Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.  Except as otherwise expressly
permitted in this Indenture, all Notes (including Exchange Notes and Additional
Notes) shall be identical in all respects.  Notwithstanding any
differences among them, all Notes issued under this Indenture shall vote and
consent together on all matters as one class and are otherwise treated as a
single issue of securities.

     

    (c)          The
Notes may have notations, legends or endorsements as specified in Section 2.7 or
as otherwise required by law, stock exchange rule or DTC rule or
usage.  The Company and the Trustee shall approve the form of the
Notes and any notation, legend or endorsement on them.  Each Note
shall be dated the date of its authentication.

     

    (d)          Notes
originally offered and sold to QIBs in reliance on Rule 144A or outside the
United States in reliance on Regulation S will be issued in the form of one or
more permanent Global Notes (each, a “Rule 144A Global
Note”).

     

    (e)          Notes
originally offered and sold outside the United States in reliance on
Regulation S will be issued in the form of one or more temporary Global
Notes (each, a “Regulation S Temporary
Global Note”).  Each Regulation S Temporary Global Note shall
be deposited on behalf of the purchasers of the Notes represented thereby with
the Note Custodian and registered in the name of DTC or its nominee, for credit
to the accounts maintained at DTC by or on behalf of Euroclear or
Clearstream.  In no event shall any Person hold an interest in a
Regulation S Temporary Global Note other than in or through accounts maintained
at DTC by or on behalf of Euroclear or Clearstream.  An interest in a
Regulation S Temporary Global Note will be exchangeable for an interest in
a permanent Global Note (a “Regulation S Permanent
Global Note”, and, together with the Regulation S Temporary Global
Note, a “Regulation S Global
Note”) on or after the expiration of the Distribution Compliance Period
upon receipt by the Registrar of an Officers’ Certificate from the Company
certifying that it has received certification of non-U.S. beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note in form and substance satisfactory to it (a “Non-U.S. Beneficial
Ownership Certification”) (except to the extent of any beneficial owners
thereof who acquired an interest therein during the Distribution Compliance
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Note bearing a Private Placement Legend, all as contemplated by Section 2.08(b)
hereof).

     

    
      
        
        

      

      
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    Upon
receipt by the Registrar of an Officers’ Certificate from the Company pursuant
to the preceding paragraph, the Trustee shall remove the legend set forth in
Section 2.7(c)
and Exhibit A
from the Regulation S Temporary Global Note, following which temporary
beneficial interests in the Regulation S Temporary Global Note shall
automatically become beneficial interests in the Regulation S Permanent Global
Note pursuant to the Applicable Procedures.  If no beneficial
interests are held in the Regulation S Temporary Global Note on or after the
expiration of the Distribution Compliance Period, the Trustee shall remove the
legend set forth in Section 2.7(c) and
Exhibit A from
the Regulation S Temporary Global Note.

     

    The
aggregate principal amount of a Regulation S Temporary Global Note and a
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

     

    Section
2.2.  Execution and
Authentication.  (a)  Two Officers of the Company,
one of whom shall be the Chairman of the Board, the President, the Chief
Executive Officer, the Chief Financial Officer or the Chief Accounting Officer
shall sign the Notes for the Company by manual or facsimile
signature.  If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.

     

    (b)          A
Note shall not be valid until manually authenticated by an authorized signatory
of the Trustee or an agent appointed by the Trustee (and reasonably acceptable
to the Company) for such purpose (an “Authenticating
Agent”).  The signature of an authorized signatory of the
Trustee or an Authenticating Agent on a Note shall be conclusive evidence that
such Note has been duly and validly authenticated and issued under this
Indenture.  Unless limited by the terms of its appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by an Authenticating Agent.

     

    (c)          At
any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of
the Company signed by two Officers (the “Company
Order”).  A Company Order shall specify the amount of the Notes
to be authenticated and the date on which the original issue of Notes is to be
authenticated.

     

    (d)          In
case a Successor Company has executed an indenture supplemental hereto with the
Trustee pursuant to Article IV, any
of the Notes authenticated or delivered prior to such transaction may, from time
to time, at the request of the Successor Company, be exchanged for other Notes
executed in the name of the Successor Company with such changes in phraseology
and form as may be appropriate, but otherwise identical to the Notes surrendered
for such exchange and of like principal amount; and the Trustee, upon Company
Order of the Successor Company, shall authenticate and deliver Notes as
specified in such order for the purpose of such exchange.  If Notes
shall at any time be authenticated and delivered in any new name of a Successor
Company pursuant to this Section 2.2 in
exchange or substitution for or upon registration of transfer of any Notes, such
Successor Company, at the option of the Holders but without expense to them,
shall provide for the exchange of all Notes at the time Outstanding for Notes
authenticated and delivered in such new name.

     

    
      
        
        

      

      
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    Section
2.3.  Registrar and Paying
Agent.  (a)  The Company shall maintain an office or
agency in the Borough of Manhattan, New York City, where Notes may be presented
or surrendered for registration of transfer or for exchange (the “Registrar”), where
Notes may be presented for payment (the “Paying Agent”) and
for the service of notices and demands to or upon the Company in respect of the
Notes and this Indenture, which office can be the Corporate Trust Office of the
Trustee.  The Registrar shall keep a register of the Notes and of
their transfer and exchange (the “Note
Register”).  The Company may change any Paying Agent or
Registrar without prior notice to any Holder.  The Company may have
one or more co-Registrars and one or more additional paying
agents.  The term “Paying Agent” includes any additional paying
agent.

     

    (b)          The
Company shall enter into an appropriate agency agreement or agreements with any
Registrar, Paying Agent or co-Registrar not a party to this Indenture, which
shall incorporate the terms of the TIA.  The agreement shall implement
the provisions of this Indenture that relate to such agent.  The
Company shall notify the Trustee of the name and address of each such
agent.  If the Company fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7.  The
Company, any of its Affiliates or any Note
Guarantor may act as Paying Agent, Registrar or
co-Registrar.

     

    (c)          The
Company initially designates the Corporate Trust Office of the Trustee as one
such office or agency of the Company as required by Section 2.3(a) and
appoints the Trustee as Registrar, Paying Agent and agent for service of demands
and notices in connection with the Notes and this Indenture, until such time as
another Person is appointed as such.

     

    Section
2.4.  Paying
Agent to Hold Money in Trust.  The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that such Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money held by
such Paying Agent for the payment of principal of or interest on the Notes and
shall notify the Trustee in writing of any Default by the Company or any Note
Guarantor in making any such payment.  If the Company or an Affiliate
of the Company acts
as Paying Agent, it shall segregate the money held by it as Paying Agent and
hold it as a separate trust fund.  The Company at any time may require
a Paying Agent (other than the Trustee) to pay all money held by it to the
Trustee and to account for any funds disbursed by such Paying Agent. Upon
complying with this Section 2.4, the
Paying Agent (if other than the Company, any of its Affiliates or a Note
Guarantor) shall have no further liability for the money delivered to the
Trustee.  Upon any proceeding under any Bankruptcy Law with respect to
the Company, any of its Affiliates or a Note Guarantor, if the Company, such
Affiliate or a Note
Guarantor is then
acting as Paying Agent, the Trustee shall replace the Company, such Affiliate or such
Note Guarantor as
Paying Agent.

     

    
      
        
        

      

      
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    Section
2.5.  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 Holders.  At any time that the Trustee is not the
Registrar, or to the extent otherwise required under the TIA, the Company shall
furnish to the Trustee, in writing at least two Business Days before each
Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.

     

    Section
2.6.  Global
Note Provisions.

     

    (a)          Each
Global Note initially shall: (i) be registered in the name of DTC or the
nominee of DTC,  (ii) be delivered to the Note Custodian and
(iii) bear the appropriate legends as set forth in Section 2.7 and
Exhibit A.   Any
Global Note may be represented by one or more certificates.  The
aggregate principal amount of each Global Note may from time to time be
increased or decreased by adjustments made on the records of the Note Custodian,
as provided in this Indenture.

     

    (b)          Except
as provided in Section
2.6(c)(iii), members of, or participants in, DTC (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by DTC or by the Note Custodian, and DTC may be treated by the
Company, any Note Guarantor, the Trustee, the Paying Agent, the Note Custodian,
the Registrar and any of their respective agents as the absolute owner of such
Global Note for all purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall (i) prevent the Company, the Trustee, the Paying
Agent, the Note Custodian, the Registrar or any of their respective agents from
giving effect to any written certification, proxy or other authorization
furnished by DTC or (ii) impair, as between DTC and its Agent Members, the
operation of customary practices of DTC governing the exercise of the rights of
an owner of a beneficial interest in any Global Note.  The registered
Holder of a Global Note may grant proxies and otherwise authorize any person,
including DTC or its nominee, Agent Members and persons that may hold interests
through Agent Members, to take any action that a Holder is entitled to take
under this Indenture or the Notes.

     

    None of
the Trustee, the Paying Agent or the Registrar shall have any responsibility or
obligation to any beneficial owner in a Global Note, an Agent Member or other
Person with respect to the accuracy of the records of DTC or other depositary or
its nominee or of any Agent Member, with respect to any ownership interest in
the Notes or with respect to the delivery to any Agent Member, beneficial owner
or other Person (other than DTC or other 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 and this Indenture shall
be given or made only to or upon the order of the registered Holders (which
shall be DTC or other depositary or its nominee in the case of a Global
Note).  The rights of beneficial owners in a Global Note shall be
exercised only through DTC or other depositary subject to the Applicable
Procedures.  The Trustee, the Paying Agent and the Registrar shall be
entitled to rely and shall be fully protected in relying upon information
furnished by DTC or other depositary with respect to its members, participants
and any beneficial owners.  The Trustee, the Paying Agent and the
Registrar shall be entitled to deal with DTC or other depositary, and any
nominee thereof, that is the registered Holder of any Global Note for all
purposes of this Indenture relating to such Global Note (including the payment
of principal of, premium (including Additional Amounts), if any, and interest
(including Additional Interest, if any) on the Notes and the giving of
instructions or directions by or to the owner or holder of a beneficial
ownership interest in such Global Note) as the sole Holder of such Global Note
and shall have no obligations to the beneficial owners thereof.  None
of the Trustee, the Paying Agent or the Registrar shall have any responsibility
or liability for any acts or omissions of DTC or other depositary with respect
to such Global Note, for the records of any such depositary, including records
in respect of beneficial ownership interests in respect of any such Global Note,
for any transactions between DTC or other depositary and any Agent Member or
between or among DTC or other depositary, any such Agent Member and/or any
holder or owner of a beneficial interest in such Global Note, or for any
transfers of beneficial interests in any such Global Note.

     

    
      
        
        

      

      
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    (c)          Except
as provided below in this Section 2.6(c),
owners of beneficial interests in Global Notes will not be entitled to receive
Certificated Notes in exchange for such beneficial interests.

     

    (i)           Certificated
Notes shall be issued to all owners of beneficial interests in a Global Note in
exchange for such beneficial interests if (A) DTC notifies the Company that it
is unwilling or unable to continue as depositary for such Global Note or (B) DTC
ceases to be a clearing agency registered under the Exchange Act, at a time when
DTC is required to be so registered in order to act as depositary, and in each
case a successor depositary is not appointed by the Company within 90 days
of such notice; provided, however, that in no event
shall a holder of a beneficial interest in a Regulation S Temporary Global Note
receive Certificated Notes in exchange for such beneficial interest prior to the
expiration of the Distribution Compliance Period therefor and receipt by the
Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such
holder.  In connection with the exchange of an entire Global Note for
Certificated Notes pursuant to this clause (i) of this Section 2.6(c), such
Global Note shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and upon
Company Order the Trustee shall authenticate and deliver to each beneficial
owner identified by DTC in exchange for its beneficial interest in such Global
Note, an equal aggregate principal amount of Certificated Notes of authorized
denominations, and the Registrar shall register such exchanges in the Note
Register.

     

    (ii)          The
owner of a beneficial interest in a Global Note will be entitled to receive
Certificated Notes in exchange for such interest if an Event of Default has
occurred and is continuing; provided, however, that in no event
shall a holder of a beneficial interest in a Regulation S Temporary Global Note
receive Certificated Notes in exchange for such beneficial interest prior to the
expiration of the Distribution Compliance Period therefor and receipt by the
Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such
holder.  If an Event of Default has occurred and is continuing, upon
receipt by the Registrar of instructions from Agent Members on behalf the owner
of a beneficial interest in a Global Note directing the Registrar to exchange
such beneficial owner’s beneficial interest in such Global Note for Certificated
Notes, subject to and in accordance with the Applicable Procedures, the Company
shall promptly execute, and upon Company Order the Trustee shall authenticate
and make available for delivery to such beneficial owner, Certificated Notes in
a principal amount equal to such beneficial interest in such Global
Note.

     

    
      
        
        

      

      
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     (iii)        If
(x) an event described in Section 2.6(c)(i)(A)
or Section
2.6(c)(i)(B) occurs and Certificated Notes are not issued promptly to all
beneficial owners or (y) the Registrar receives from a beneficial owner the
instructions described in Section 2.6(c)(ii)
and Certificated Notes are not issued promptly to any such beneficial owner, the
Company expressly acknowledges, with respect to the right of any Holder to
pursue a remedy pursuant to Section 6.6, the
right of any beneficial owner of Notes to pursue such remedy with respect to the
portion of the Global Note that represents such beneficial owner’s Notes as if
such Certificated Notes had been issued.

     

    Section
2.7.  Legends.

     

    (a)          Each
Global Note shall bear the legend specified therefor in Exhibit A on the
face thereof.

     

    (b)          Each
Restricted Note shall bear the private placement legend specified therefor in
Exhibit A
on the face thereof (the “Private Placement
Legend”).

     

    (c)          Each
Regulation S Temporary Global Note shall bear the legend specified therefor in
Exhibit A
on the face thereof.

     

    Section
2.8.  Transfer and
Exchange.

     

    (a)          Transfers of Beneficial
Interests in a Rule 144A Global Note.  If the owner of a
beneficial interest in a Rule 144A Global Note that is a Restricted Note
wishes to transfer such interest (or portion thereof) to a Non-U.S. Person
pursuant to Regulation S:

     

    (A)         upon
receipt by the Registrar of:

     

    (1)           instructions
from an Agent Member given to DTC in accordance with the Applicable Procedures
directing DTC to credit or cause to be credited a beneficial interest in the
Regulation S Temporary Global Note, in the case of a transfer made prior to the
expiration of the Distribution Compliance Period, or the Regulation S Permanent
Global Note in the case of a transfer made after the expiration of the
Distribution Compliance Period, in either case, in a principal amount equal to
the principal amount of the beneficial interest to be transferred,

     

    (2)           instructions
given in accordance with the Applicable Procedures containing information
regarding the account to be credited with such increase, and

     

    (3)           a
certificate in the form of Exhibit B duly
executed by the Rule 144A transferor;

     

    (B)         the
Note Custodian shall increase the Regulation S Temporary Global Note or the
Regulation S Permanent Global Note, as the case may be, and decrease the Rule
144A Global Note in accordance with the foregoing, and the Registrar shall
register the transfer in the Note Register.

     

    
      
        
        

      

      
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    (b)          Transfers
of Beneficial Interests in a Regulation S Global Note.  Subject
to the Applicable Procedures, the following provisions shall apply with respect
to any proposed transfer of an interest in a Regulation S Global Note that is a
Restricted Note.

     

    (i)           If
the owner of a beneficial interest in a Regulation S Global Note that is a
Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB
pursuant to Rule 144A:

     

    (A)         upon
receipt by the Note Custodian and Registrar of:

     

    (1)           instructions
from an Agent Member given to DTC in accordance with the Applicable Procedures
directing DTC to credit or cause to be credited a beneficial interest in the
Rule 144A Global Note in an amount equal to the beneficial interest being
transferred,

     

    (2)           instructions
given in accordance with the Applicable Procedures containing information
regarding the account to be credited with such increase, and

     

    (3)           a
certificate in the form of Exhibit B duly
executed by the transferor;

     

    (B)         the
Note Custodian shall increase the Rule 144A Global Note and decrease the
Regulation S Global Note in accordance with the foregoing, and the Registrar
shall register the transfer in the Note Register.

     

    (ii)          No
interest in a Regulation S Temporary Global Note will be exchanged for an
interest in the Regulation S Permanent Global Note except pursuant to Section
2.1(e).

     

    (c)          Other
Transfers.  Any transfer of Restricted Notes (including
Certificated Notes) not described above (other than a transfer of a beneficial
interest in a Global Note that does not involve an exchange of such interest for
a Certificated Note or a beneficial interest in another Global Note, which must
be effected in accordance with applicable law and the Applicable Procedures, but
is not subject to any procedure required by this Indenture) shall be made only
upon receipt by the Registrar of such opinions of counsel, certificates and such
other evidence reasonably required by and satisfactory to it in order to ensure
compliance with the Securities Act or in accordance with Section
2.8(d).

     

    (d)        
Use and Removal of
Private Placement Legends.  Upon the transfer, exchange or
replacement of Notes (or beneficial interests in a Global Note) not bearing (or
not required to bear upon such transfer, exchange or replacement) a Private
Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or
beneficial interests) for beneficial interests in a Global Note (or Certificated
Notes if they have been issued pursuant to Section 2.6(c)) that
does not bear a Private Placement Legend.  Upon the transfer, exchange
or replacement of Notes (or beneficial interests in a Global Note) bearing a
Private Placement Legend, the Note Custodian and Registrar shall deliver only
Notes (or beneficial interests in a Global Note) that bear a Private Placement
Legend unless:

     

    
      
        
        

      

      
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    (i)           such
Notes (or beneficial interests) are exchanged in a Registered Exchange
Offer;

     

    (ii)          such
Notes (or beneficial interests) are transferred pursuant to a Shelf Registration
Statement;

     

    (iii)         such
Notes (or beneficial interests) are transferred pursuant to Rule 144 upon
delivery to the Registrar of a certificate of the transferor in the form of
Exhibit C
and an Opinion of Counsel reasonably satisfactory to the Company;

     

    (iv)        such
Notes (or beneficial interests) are transferred, replaced or exchanged after the
Resale Restriction Termination Date therefor and, in the case of any such
Restricted Notes, the Company has complied with the applicable procedures for
delegending in accordance with Section 2.8(h);
or

     

    (v)          in
connection with such transfer, exchange or replacement the Registrar shall have
received an Opinion of Counsel, certificates and such other evidence reasonably
satisfactory to the Company and the Registrar to the effect that neither such
Private Placement Legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities
Act.

     

    The
Holder of a Global Note bearing a Private Placement Legend may exchange an
interest therein for an equivalent interest in a Global Note not bearing a
Private Placement Legend (other than a Regulation S Global Note) upon transfer
of such interest pursuant to this Section
2.8(d).  The Company shall deliver to the Trustee an Officers’
Certificate promptly upon effectiveness, withdrawal or suspension of any
Registration Statement.

     

    (e)          Consolidation of Global
Notes and Exchange of Certificated Notes for Beneficial Interests in Global
Notes.  If a Global Note not bearing a Private Placement Legend
(other than a Regulation S Global Note) is Outstanding at the time of a
Registered Exchange Offer or removal of legends pursuant to Section 2.8(h), any
interests in a Global Note exchanged in such Registered Exchange Offer or
delegended pursuant to Section 2.8(h) shall
be exchanged for interests in such Outstanding Global Note, subject to the
proviso at the end of Section
2.14(a).

     

    (f)     
     Retention of
Documents.  The Registrar and the Trustee shall retain copies
of all letters, notices and other written communications received pursuant to
this Article
II.  The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar or
the Trustee, as the case may be.

     

    (g)          General Provisions Relating
to Transfers and Exchanges.

     

    (i)         
  Subject to the other provisions of this Section 2.8,
when Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided that any Notes
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Registrar or co-Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.


    
      
         


      

      
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    (ii) 
         To permit registrations of transfers and
exchanges and subject to the other terms and conditions of this Article II, the
Company will execute and, upon Company Order, the Trustee will authenticate and
make available for delivery Certificated Notes and Global Notes, as applicable,
at the Registrar’s or co-Registrar’s request.  In accordance with any
Registration Rights Agreement, the Company will execute and, upon Company Order,
the Trustee will authenticate and make available for delivery Exchange Notes in
exchange for Notes, including Issue Date Notes in the case of the Issue Date
Registration Rights Agreement.

     

    (iii) 
        No service charge shall be made to a Holder for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charges payable upon exchange or transfer
pursuant to a Registered Exchange Offer, or Section 3.12, 3.21, 5.1 or 9.5).

     

    (iv) 
       The Registrar or co-Registrar shall not be required
to register the transfer of or exchange of (x) any Note for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase or redeem
Notes and ending at the close of business on the day of such mailing or (2) 15
days before an Interest Payment Date and ending on such Interest Payment Date
and (y) any Note selected for repurchase or redemption, except the unrepurchased
or unredeemed portion thereof, if any.

     

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

     

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


    
      
         


      

      
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    (vii) 
      Subject to Section 2.7 and this
Section 2.8, in
connection with the exchange of a portion of a Certificated Note for a
beneficial interest in a Global Note, the Trustee shall cancel such Certificated
Note, and the Company shall execute, and upon Company Order the Trustee shall
authenticate and make available for delivery to the exchanging Holder, a new
Certificated Note representing the principal amount not so
exchanged.

     

    (viii) 
     Neither the Trustee nor the Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any
transfers between or among Agent Members or beneficial owners of interests in
any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     

    (h) 
         Applicable Procedures for
Delegending.

     

    (i)
           Promptly after one year has elapsed
following (A) in the case of Issue Date Notes, the Issue Date or (B) in the case
of Additional Notes, unless otherwise provided in a Supplemental Indenture in
respect thereof, the issue date thereof, if the relevant Notes are freely
tradeable pursuant to Rule 144 under the Securities Act by Holders who are not
Affiliates of the Company where no conditions of Rule 144 are then applicable
(other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144
so long as such holding period requirement is satisfied), the Company
shall:

     

    (1) 
         instruct the Trustee in writing to remove the
Private Placement Legend from such Notes by delivering to the Trustee a
certificate in the form of Exhibit C hereto, and
upon such instruction the Private Placement Legend shall be deemed removed from
any Global Notes representing such Notes without further action on the part of
Holders;

     

    (2) 
         notify Holders of such Notes that the Private
Placement Legend has been removed or deemed removed; and

     

    (3) 
         instruct DTC to change the CUSIP and ISIN
number for such Notes to the unrestricted CUSIP and ISIN number for the
Notes.

     

    In no
event will the failure of the Company to provide any notice set forth in this
paragraph or of the Trustee to remove the Private Placement Legend constitute a
failure by the Company to comply with any of its covenants or agreements set
forth in Section
6.1 or otherwise.  Any Restricted Note (or security issued in
exchange or substitution therefor) as to which such restrictions on transfer
shall have expired in accordance with their terms may, upon surrender of such
Restricted Note for exchange to the Registrar in accordance with the provisions
of Article II
of this Indenture, be exchanged for a new Note or Notes, of like tenor and
aggregate principal amount, which shall not bear the Private Placement
Legend.  The Company shall notify the Trustee in writing upon the
occurrence of the Resale Restriction Termination Date for any Note and promptly
after a Registration Statement with respect to any Notes, if any, has been
declared effective under the Securities Act.


    
      
         


      

      
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    (ii) 
         Notwithstanding any provision herein to the
contrary, in the event that Rule 144 as promulgated under the Securities Act (or
any successor rule) is amended to change the one-year holding period thereunder
(or the corresponding period under any successor rule), (i) each reference in
this Section
2.8(h) to “one year” and in the Private Placement Legend described in
Section 2.7(b)
and Exhibit A
to “ONE YEAR” shall be deemed for all purposes hereof to be references to such
changed period, and (ii) all corresponding references in this Indenture
(including the definition of Resale Restriction Termination Date), the Notes and
the Private Placement Legends thereon shall be deemed for all purposes hereof to
be references to such changed period; provided that such changes
shall not become effective if they are otherwise prohibited by, or would
otherwise cause a violation of, the then-applicable federal securities laws;
provided further that if such change
does not apply to existing Notes, all references to “one year” in this Indenture
shall not be deemed for all purposes hereof to be references to such changed
period.  This Section 2.8(h) shall
apply to successive amendments to Rule 144 (or any successor rule) changing the
holding period thereunder.

     

    Section
2.9.  No
Obligation of the Trustee.  (a)  The Trustee shall have no
responsibility or obligation to any beneficial owner of an interest in a Global
Note, Agent Members or any other Persons with respect to the accuracy of the
records of DTC or its nominee or of Agent Members, with respect to any ownership
interest in the Notes or with respect to the delivery to any Agent Member,
beneficial owner or other Person (other than DTC) of any notice (including any
notice of redemption) or the payment of any amount or delivery of any Notes (or
other security or property) 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
in respect of the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be DTC or its nominee in the case of a Global
Note).  The rights of beneficial owners in any Global Note shall be
exercised only through DTC subject to the applicable rules and procedures of
DTC.  The Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its Agent Members and any
beneficial owners.

     

    (b) 
         The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Agent 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 Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     

    Section
2.10.  Mutilated,
Destroyed, Lost or Stolen Notes.  (a)  If a mutilated Note is
surrendered to the Registrar or if the Holder of a Note claims that the Note has
been lost, destroyed or wrongfully taken, the Company shall execute and upon
Company Order the Trustee shall authenticate and make available for delivery a
replacement Note for such mutilated, lost or stolen Note, of like tenor and
principal amount, bearing a number not contemporaneously Outstanding
if:


    
      
         


      

      
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    (i) 
          the requirements of Section 8-405 of the
Uniform Commercial Code are met,

     

    (ii) 
         the Holder satisfies any other reasonable
requirements of the Trustee, and

     

    (iii) 
        neither the Company nor the Trustee has received
notice that such Note has been acquired by a protected purchaser.

     

    If
required by the Trustee or the Company, such Holder shall furnish an affidavit
of loss and indemnity bond sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar,
any co-Registrar and the Note Custodian from any loss that any of them may
suffer if a Note is replaced.

     

    (b) 
         Upon the issuance of any new Note under this
Section 2.10,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

     

    (c) 
         Every new Note issued pursuant to this Section 2.10 in
exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen
Note, shall constitute an original additional contractual obligation of the
Company, any Note Guarantor and any other obligor upon the Notes, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     

    Section
2.11.  Temporary
Notes.  Until definitive Notes are ready for delivery, the Company
may execute and upon Company Order the Trustee will authenticate and make
available for delivery temporary Notes.  Temporary Notes will be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes.  Without unreasonable
delay, the Company will prepare and execute and upon Company Order the Trustee
will authenticate and make available for delivery definitive Notes.  After
the preparation of definitive Notes, the temporary Notes will be exchangeable
for definitive Notes upon surrender of the temporary Notes at any office or
agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Notes, the Company will execute and upon Company Order the
Trustee will authenticate and make available for delivery in exchange therefor
one or more definitive Notes representing an equal principal amount of
Notes.  Until so exchanged, the Holder of temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as a Holder of
definitive Notes.

     

    Section
2.12.  Cancellation. 
The Company at any time may deliver Notes to the Trustee for cancellation. 
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The
Trustee and no one else shall cancel and dispose of cancelled Notes in
accordance with its policy of disposal or return to the Company all Notes
surrendered for registration of transfer, exchange, payment or
cancellation.  The Company may not issue new Notes to replace Notes it has
paid or delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange upon Company Order.


    
      
         


      

      
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    Section
2.13.  Defaulted
Interest.  When any installment of interest on Notes becomes
Defaulted Interest, such installment shall forthwith cease to be payable to the
Holders in whose names the Notes were registered on the Record Date applicable
to such installment of interest.  Defaulted Interest (including any
interest on such Defaulted Interest) shall be paid by the Company, at its
elections, as provided in clause (a) or (b) below.

     

    (a) 
         The Company may elect to make payment of any
Defaulted Interest (including any interest payable on such Defaulted Interest)
to the Holders in whose names the Notes are registered at the close of business
on a special record date for the payment of such Defaulted Interest (a “Special Record
Date”), which shall be fixed in the following manner.  The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Holders entitled to such Defaulted Interest as provided in this
Section
2.13(a).  Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest, which shall be not more than 15 days and
not less than ten days prior to the date of the proposed payment and not less
than ten days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be sent, first-class mail, postage prepaid, to each Holder at
such Holder’s address as it appears in the Note Register, not less than ten days
prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Holders in whose names
the Notes are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to Section 2.13(b);
or

     

    (b) 
         The Company may make payment of any Defaulted
Interest (including any interest on such Defaulted Interest) in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Section 2.13(b), such
manner of payment shall be deemed practicable by the Trustee.  The Trustee
shall in the name and at the expense of the Company cause prompt notice of the
proposed payment and the date thereof to be sent, first-class mail, postage
prepaid, to each Holder at such Holder’s address as it appears in the Note
Register.


    
      
         


      

      
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    Section
2.14.  Additional
Notes  (a)  The Company may, from time to time, subject to
compliance with any other applicable provisions of this Indenture, without the
consent of the Holders, create and issue pursuant to this Indenture Additional
Notes that shall have terms and conditions identical to those of the other
Outstanding Notes, except with respect to:

     

    (i)
           the issue date;

     

    (ii) 
         the amount of interest payable on the first
Interest Payment Date therefor;

     

    (iii) 
        the issue price;

     

    (iv) 
        any adjustments necessary in order to conform to and
ensure compliance with the Securities Act (or other applicable securities laws)
and any registration rights or similar agreement applicable to such Additional
Notes, which are not adverse in any material respect to the Holder of any
Outstanding Notes (other than such Additional Notes); and

     

    (v) 
         any Additional Interest payable as provided in
Section
2.15.

     

    The Notes
issued on the Issue Date and any Additional Notes shall be treated as a single
class for all purposes under this Indenture; provided that the Company may
use different CUSIP, ISIN or other similar numbers among Issue Date Notes and
Additional Notes to the extent required to comply with securities or tax law
requirements, including to permit delegending pursuant to Section
2.8(h).

     

    (b) 
         With respect to any Additional Notes, the
Company will set forth in an Officers’ Certificate pursuant to a resolution of
the Board of Directors of the Company (the “Additional Note Board
Resolutions”), copies of which will be delivered to the Trustee, the
following information:

     

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

     

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

     

    (iii) 
        whether such Additional Notes will be subject to
transfer restrictions under the Securities Act (or other applicable securities
laws).

     

    Section
2.15.  Additional
Interest Under Registration Rights Agreements.  Under certain
circumstances, the Company may be obligated to pay Additional Interest to
Holders, all as and to the extent set forth in the Issue Date Registration
Rights Agreement or any Registration Rights Agreement applicable to Additional
Notes.  The terms thereof are hereby incorporated herein by reference and
such Additional Interest is deemed to be interest for purposes of this
Indenture.


    
      
         


      

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

     

    ARTICLE
III

     

    COVENANTS

     

    Section
3.1.  Payment of
Notes.  (a)  The Company shall pay the principal of and
interest (including Defaulted Interest) on the Notes in U.S. Legal Tender on the
dates and in the manner provided in the Notes and in this Indenture.  Prior
to 10:00 a.m., New York City time, on each Interest Payment Date and the
Maturity Date, the Company shall deposit with the Paying Agent in immediately
available funds U.S. Legal Tender sufficient to make cash payments due on such
Interest Payment Date or Maturity Date, as the case may be.  If the
Company, a Note Guarantor or an Affiliate of the Company is acting as Paying
Agent, the Company, such Note Guarantor or such Affiliate shall, prior to 10:00
a.m., New York City time, on each Interest Payment Date and the Maturity Date,
segregate and hold in trust U.S. Legal Tender sufficient to make cash payments
due on such Interest Payment Date or Maturity Date, as the case may be. 
Principal and interest shall be considered paid on the date due if on such date
the Trustee or the Paying Agent (other than the Company, a Note Guarantor or an
Affiliate of the Company) holds in accordance with this Indenture U.S. Legal
Tender designated for and sufficient to pay all principal and interest then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture.

     

    (b) 
         Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do
so by law, deduct or withhold income or other similar taxes imposed by the
United States from principal or interest payments hereunder.

     

    Section
3.2.  Maintenance
of Office or Agency.  (a)  The Company shall maintain each
office or agency required under Section 2.3. 
The Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


    
      
         


      

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

     

    Section
3.3.  Corporate
Existence.  Subject to Article IV, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence.

     

    Section
3.4.  Payment of
Taxes and Other Claims.  The Company will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (i) all
material taxes, assessments and governmental charges levied or imposed upon the
Company or any Restricted Subsidiary or for which it or any of them are
otherwise liable, or upon the income, profits or property of the Company or any
Restricted Subsidiary and (ii) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a liability or Lien upon the
property of the Company or any Restricted Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which
appropriate reserves, if necessary (in the good faith judgment of management of
the Company), is being maintained in accordance with GAAP or where the failure
to effect such payment will not be disadvantageous to the Holders.

     

    Section
3.5.  Compliance
Certificate.  The Company shall deliver to the Trustee within 105
days after the end of each fiscal year of the Company an Officers’ Certificate
that complies with TIA § 314(a)(4) stating that in the course of the performance
by the signers of their duties as Officers of the Company or the Note
Guarantors, as the case may be, they would normally have knowledge of any
Default or Event of Default and whether or not the signers know of any Default
or Event of Default that occurred during such period.  If they do, the
certificate shall describe the Default or Event of Default, its status and what
action the Company or the Note Guarantors are taking or propose to take with
respect thereto.

     

    Section
3.6.  Further
Instruments and Acts.  The Company and each Note Guarantor will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

     

    Section
3.7.  Waiver of
Stay, Extension or Usury Laws.  The Company and each Note Guarantor
covenant (to the fullest extent permitted by applicable law) that they will not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture.  The Company and each Note
Guarantor hereby expressly waive (to the fullest extent permitted by applicable
law) all benefit or advantage of any such law, and covenant that they will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


    
      
         


      

      
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    Section
3.8.  Limitation
on Incurrence of Additional Indebtedness.

     

    (a) 
         The Company will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any
Indebtedness, including Acquired Indebtedness, nor cause or permit any
Restricted Subsidiary to issue Preferred Stock except that:

     

    (1) 
         the Company and any Note Guarantor may Incur
Indebtedness, including Acquired Indebtedness and a Note Guarantor may issue
Preferred Stock, and

     

    (2) 
         any Restricted Subsidiary may Incur (i)
Acquired Indebtedness not Incurred in connection with, or in anticipation or
contemplation of, the relevant acquisition, merger or consolidation and (ii)
Guarantees of the Bank Credit Facility (not otherwise incurred under clause (3)
of paragraph (b) below) or Indebtedness pursuant to a Bank Credit Facility in an
aggregate amount Incurred under this clause (2) and paragraph (b) below not to
exceed the greater of (x) the Consolidated EBITDA of the Company for the Four
Quarter Period as of the date of determination and (y) $75.0
million,

     

    if, at
the time of and immediately after giving pro forma effect to the
Incurrence thereof and the application of the proceeds therefrom, the
Consolidated Leverage Ratio of the Company is not greater than 3.5 to
1.0.

     

    (b) 
         Notwithstanding paragraph (a) above, the
Company and its Restricted Subsidiaries, as applicable, may Incur the following
Indebtedness (“Permitted
Indebtedness”):

     

    (1) 
         Indebtedness in respect of the Notes
(including any Note Guarantee in respect thereof) (excluding Additional Notes)
or any Exchange Notes (including any Note Guarantee in respect thereof) issued
in exchange therefor in accordance with the Issue Date Registration Rights
Agreement;

     

    (2) 
         Guarantees by the Company or any Restricted
Subsidiary of Indebtedness of the Company or any Restricted Subsidiary permitted
under this Indenture; provided that, if such
Guarantee is made by a Restricted Subsidiary that is not a Note Guarantor, such
Restricted Subsidiary will comply with the provisions of Section 3.15; provided further that, if any such
Guarantee is of Subordinated Indebtedness, then the Note Guarantee of such Note
Guarantor will be senior to such Note Guarantor’s Guarantee of such Subordinated
Indebtedness;

     

    (3) 
         Indebtedness Incurred by the Company or any
Restricted Subsidiary (including any Guarantees in respect thereof) pursuant to
a Bank Credit Facility and the issuance and creation of letters of credit and
bankers’ acceptances thereunder in an aggregate principal amount at any time
outstanding not to exceed $75.0 million, less the amount of any
permanent repayments or reductions of commitments in respect of such
Indebtedness made with the Net Cash Proceeds of an Asset Sale in order to comply
with the provisions of Section 3.12; provided that the aggregate
amount of Guarantees Incurred by Restricted Subsidiaries that are not Note
Guarantors pursuant to either clause (2) of Section 3.8(a) or
this clause (3) together shall not exceed the amount specified in such clause
(2) of Section
3.8(a);


    
      
         


      

      
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    (4) 
         other Indebtedness of the Company and its
Restricted Subsidiaries outstanding on the Issue Date other than Indebtedness
under a Bank Credit Facility or otherwise specified under any of the other
clauses of this Section
3.8(b);

     

    (5) 
         Indebtedness (A) in respect of performance,
bid, completion, surety or appeal bonds provided by the Company or any
Restricted Subsidiary in the ordinary course of business or (B) under Hedging
Obligations entered into by the Company and its Restricted Subsidiaries in the
ordinary course of business for bona fide hedging purposes;

     

    (6) 
         (A)         
intercompany Indebtedness between the Company and any Restricted Subsidiary or
between any Restricted Subsidiaries; provided that:

     

    (i)
           if the Company or any Note Guarantor is
the obligor on any such Indebtedness owed to a Restricted Subsidiary that is not
a Note Guarantor, such Indebtedness must be expressly subordinated to the prior
payment in full of all obligations under the Notes and this Indenture, in the
case of the Company, or such Note Guarantor’s Note Guarantee, in the case of any
such Note Guarantor, and

     

    (ii) 
         in the event that at any time any such
Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such
Indebtedness will be deemed to be Incurred and not permitted by this clause (6)
at the time such event occurs; or

     

    (B) 
        issuance of Preferred Stock (i) by a Note Guarantor
to the Company or another Note Guarantor or (ii) by a Restricted Subsidiary that
is not a Note Guarantor to the Company or a Restricted Subsidiary; provided that, in the event
such Preferred Stock is no longer held by the Company or a Note Guarantor, in
the case of subclause (i), or by the Company or a Restricted Subsidiary, in the
case of subclause (ii), such Preferred Stock will be deemed to be not permitted
by this clause (6)(B) at the time such Preferred Stock is no longer held as
provided in this clause (6)(B);

     

    (7) 
         Indebtedness of the Company or any of its
Restricted Subsidiaries arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (including
daylight overdrafts paid in full by the close of business on the day such
overdraft was Incurred) drawn against insufficient funds in the ordinary course
of business; provided
that such Indebtedness is extinguished within five Business Days of
Incurrence;

     

    (8) 
         Refinancing Indebtedness in respect
of:

     

    (i)
           Indebtedness (other than Indebtedness
owed to the Company or any Subsidiary of the Company) Incurred pursuant to Section 3.8(a) (it
being understood that no Indebtedness outstanding on the Issue Date is Incurred
pursuant to Section
3.8(a)); or


    
      
         


      

      
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    (ii) 
         Indebtedness Incurred pursuant to clause (1)
or (4) above (excluding Indebtedness with respect to the Convertible Debentures
and Indebtedness outstanding on the Issue Date deemed to be Incurred under
clause (3) above or Indebtedness owed to the Company or a Subsidiary of the
Company) or this clause (8);

     

    (9) 
         Indebtedness constituting reimbursement
obligations with respect to letters of credit, bankers’ acceptances or other
similar instruments or Obligations issued in the ordinary course of business and
not under a Bank Credit Facility, including letters of credit in respect of
workers’ compensation claims or other Indebtedness Incurred with respect to
reimbursement-type Obligations regarding workers’ compensation claims and other
similar legislation; provided that, upon the
drawing or other funding of any such letter of credit or other instrument or
Obligation, such drawings or funding is reimbursed within 30 days;

     

    (10) 
       Capitalized Lease Obligations and Purchase Money
Indebtedness of the Company or any Restricted Subsidiary Incurred after the
Issue Date in an aggregate principal amount at any one time outstanding,
including all Refinancing Indebtedness Incurred to refund, refinance or replace
any Indebtedness Incurred pursuant to this clause (10), not to exceed $15.0
million;

     

    (11) 
       Indebtedness arising from agreements of the Company
or a Restricted Subsidiary providing for indemnification, adjustment of purchase
price, earn outs or similar Obligations, in each case, Incurred or assumed in
connection with the disposition of any business, assets or a Subsidiary, other
than Guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or a Subsidiary for the purpose of financing
such acquisition; provided that the maximum
assumable liability in respect of all such Indebtedness shall at no time exceed
the gross proceeds actually received by the Company and its Restricted
Subsidiaries in connection with such disposition;

     

    (12) 
       Indebtedness of the Company or any of its Restricted
Subsidiaries supported by a letter of credit issued pursuant to the Bank Credit
Facility, in a principal amount not in excess of the stated amount of such
letter of credit;

     

    (13) 
       customer deposits and advance payments received in
the ordinary course of business from customers for goods and services purchased
in the ordinary course of business;

     

    (14) 
       any performance-based forgivable loans granted to the
Company or any Restricted Subsidiary for any current or new facility established
by the Company or any Restricted Subsidiary, in each case, Incurred after the
Issue Date for the purpose of providing customer care services, including, but
not limited to, in-bound and outbound customer care service, database marketing,
analytical services related to customer relationship management and other
related activities, in an aggregate principal amount at any one time outstanding
not to exceed $5.0 million;


    
      
         


      

      
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    (15) 
       Indebtedness Incurred by the Company in the ordinary
course of business owed to a Cash Management Financial Institution in respect of
overdraft facilities Incurred in accordance with clause (c) of the definition of
“Cash Management Arrangements,” so long as any overdrafts are repaid within
three Business Days after drawing;

     

    (16) 
       Indebtedness arising from agreements of the Company
or a Restricted Subsidiary providing for earn outs or similar obligations, in
each case, (A) Incurred or assumed in connection with an Asset Acquisition
included in clause (1) or (2) of the definition thereof, whether outstanding on
the Issue Date or thereafter Incurred, (B) payable to the Person(s) selling the
relevant business or Capital Stock, which Person(s) (or one or more individuals
controlling such Person(s)) will continue to be part of the management of such
acquired business or Person after the date of the relevant Asset Acquisition and
(C) based on the profitability or other future performance of such acquired
business or Person; and

     

    (17) 
       (A) Indebtedness of the Company or any Restricted
Subsidiary Incurred after the Issue Date, including all Refinancing Indebtedness
Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to
this clause (17) and (B) issuance of Preferred Stock by any Restricted
Subsidiary, in an aggregate principal amount of such Indebtedness described in
clause (A) and an amount equal to the aggregate liquidation preference or
aggregate maximum fixed repurchase price, whichever is greater, of such
Preferred Stock described in clause (B), collectively, not to exceed $10.0
million in the aggregate at any one time outstanding (which amount, in the case
of clause (B), may, but need not, be Incurred in whole or in part under a Bank
Credit Facility); provided that the aggregate
principal amount of any Indebtedness of any Restricted Subsidiary that is not a
Note Guarantor Incurred and an amount equal to the aggregate liquidation
preference or aggregate maximum fixed repurchase price, whichever is greater, of
any Preferred Stock issued, in each case pursuant to this clause (17),
collectively, will not exceed $5.0 million in the aggregate at any one time
outstanding.

     

    (c) 
         For purposes of determining compliance with,
and the outstanding principal amount of any particular Indebtedness Incurred
pursuant to and in compliance with, this Section
3.8:

     

    (1) 
         The amount of Indebtedness issued at a price
that is less than the principal amount thereof will be equal to the amount of
the liability in respect thereof determined in accordance with
GAAP;

     

    (2) 
         The accrual of interest, the accretion or
amortization of original issue discount, the payment of regularly scheduled
interest or dividends in the form of additional Indebtedness of the same
instrument or the payment of regularly scheduled dividends on Disqualified
Capital Stock or Preferred Stock in the form of additional Disqualified Capital
Stock or Preferred Stock, as the case may be, with the same terms will not be
deemed to be an Incurrence of Indebtedness or Preferred Stock for purposes of
this Section
3.8; provided
that any such outstanding additional Indebtedness or Disqualified Capital Stock
or Preferred Stock paid in respect of Indebtedness Incurred pursuant to any
provision of Section
3.8(b) will be counted as Indebtedness outstanding thereunder for
purposes of any future Incurrence under such provision;


    
      
         


      

      
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    (3) 
         Indebtedness or Preferred Stock permitted
under this Section
3.8 need not be permitted solely by reference to one provision permitting
such Indebtedness or Preferred Stock but may be permitted in part by one such
provision and in part by one or more other provisions of this Section 3.8
permitting such Indebtedness or Preferred Stock.

     

    (4) 
         In the event that Indebtedness or Preferred
Stock meets the criteria of more than one of the clauses of Section 3.8(b), or is
entitled to be Incurred pursuant to Section 3.8(a), the
Company, in its sole discretion, will be permitted to classify such Indebtedness
or Preferred Stock at the time of its Incurrence in any manner that complies
with this Section
3.8.  In addition, any Indebtedness or Preferred Stock originally
classified as Incurred pursuant to any clause of Section 3.8(b) may
later be reclassified by the Company, in its sole discretion, such that it will
be deemed to be Incurred pursuant to another of such clauses of Section 3.8(b) to the
extent that such reclassified Indebtedness or Preferred Stock could be Incurred
pursuant to such other clause of Section 3.8(b) at the
time of such reclassification.  Notwithstanding the foregoing, Indebtedness
under the Bank Credit Facility outstanding on the Issue Date will be deemed to
have been Incurred on such date in reliance on the exception provided in clause
(3) of Section
3.8(b); and

     

    (5) 
         For purposes of determining compliance with
any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the
U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term debt, or
first committed, in the case of revolving credit debt; provided that if such
Indebtedness is Incurred to Refinance other Indebtedness denominated in a
foreign currency, and such Refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being Refinanced.

     

    Section
3.9.  Limitation
on Layered Indebtedness.

     

    The
Company will not, and will not permit any Note Guarantor to, directly or
indirectly, Incur any Indebtedness that is subordinate in right of payment to
any other Indebtedness, unless such Indebtedness is expressly subordinate in
right of payment to the Notes or, in the case of a Note Guarantor, its Note
Guarantee, to the same extent and on the same terms as such Indebtedness is
subordinate to such other Indebtedness; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Company solely by virtue of being unsecured or by virtue of
being secured on a junior priority basis.


    
      
         


      

      
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    Section
3.10.  Limitation
on Restricted Payments.

     

    (a) 
         The Company will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly, take any
of the following actions (each, a “Restricted
Payment”):

     

    (I)
           declare or pay any dividend or return
of capital or make any distribution on or in respect of shares of Capital Stock
of the Company or any Restricted Subsidiary to holders of such Capital Stock,
other than:

     

    (A) 
       dividends or distributions payable in Qualified
Capital Stock of the Company,

     

    (B) 
        dividends or distributions payable to the Company
and/or a Restricted Subsidiary, or

     

    (C) 
        dividends, distributions or returns of capital made
on a pro rata basis to
the Company and its Restricted Subsidiaries, on the one hand, and minority
holders of Capital Stock of a Restricted Subsidiary, on the other hand (or on
less than a pro rata
basis to any minority holder or on greater than a pro rata basis to any
minority holder to cure any shortfall distribution amount in pro rata distributions
payable to such minority holder arising as a result of priority distributions
payable to the Company or a Restricted Subsidiary from the prior year pursuant
to such Restricted Subsidiary’s limited liability company or similar
agreement);

     

    (II) 
         purchase, redeem or otherwise acquire or
retire for value any Capital Stock of the Company;

     

    (III) 
       make any principal payment on, purchase, defease,
redeem, prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
as the case may be, any Subordinated Indebtedness (other than Subordinated
Indebtedness of the Company or any Restricted Subsidiary of the Company to the
extent permitted under clause (6) of Section 3.8(b));
or

     

    (IV) 
       make any Investment (other than Permitted
Investments);

     

    if at the
time of the Restricted Payment immediately after giving effect
thereto:

     

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

     

    (2) 
         the Company is not able to Incur at least
$1.00 of additional Indebtedness pursuant to Section 3.8(a);
or

     

    (3) 
         the aggregate amount (the amount expended for
these purposes, if other than in cash, being the Fair Market Value of the
relevant property) of the proposed Restricted Payment and all other Restricted
Payments made subsequent to the Issue Date up to the date thereof, less any
Investment Return calculated as of the date thereof, shall exceed the sum
of:


    
      
         


      

      
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    (A) 
       the excess (or deficit) of:

     

    (i)
           the cumulative Consolidated EBITDA of
the Company over (or under)

     

    (ii) 
         1.4 times the cumulative Consolidated Net
Interest Expense of the Company,

     

    accrued
during the period, treated as one accounting period, beginning on the first full
fiscal quarter after the Issue Date to the end of the most recent fiscal quarter
for which consolidated financial information of the Company is available; plus

     

    (B) 
        100% of the aggregate net cash proceeds received by
the Company from any Person from any:

     

    (i) 
          contribution to the equity capital of the
Company not representing an interest in Disqualified Capital Stock or issuance
and sale of Qualified Capital Stock of the Company, in each case, subsequent to
the Issue Date, or

     

    (ii) 
         issuance and sale subsequent to the Issue Date
(and, in the case of Indebtedness of a Restricted Subsidiary, at such time as it
was a Restricted Subsidiary) of any Indebtedness for borrowed money of the
Company or any Restricted Subsidiary that has been converted into or exchanged
for Qualified Capital Stock of the Company,

     

    excluding,
in each case, any net cash proceeds:

     

    
      	
               
      

            	
              (x)

            	
              received
      from a Subsidiary of the Company,

            


    

     

    
      	
               
      

            	
              (y)

            	
              received
      from employees, former employees, directors or consultants of the Company
      or any of its Subsidiary to the extent applied pursuant to clause (4) of
      Section
      3.10(b) or funded by advances pursuant to clause (11)(B) or (12) of
      the definition of “Permitted Investments”,
or

            


    

     

    
      	
               
      

            	
              (z)

            	
              applied
      in accordance with clause (2) or (3) of Section
      3.10(b); plus

            


    

     

    (C)        $2.5 million.

     

    (b) 
         Notwithstanding the provisions of Section 3.10(a), this
Section 3.10
does not prohibit:

     

    (1) 
         the payment of any dividend (including any
dividend on Disqualified Capital Stock) within 60 days after the date of
declaration of such dividend if the dividend would have been permitted on the
date of declaration pursuant to the preceding paragraph;


    
      
         


      

      
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    (2) 
         the acquisition of any shares of Capital Stock
of the Company:

     

    (A) 
       in exchange for Qualified Capital Stock of the
Company, or

     

    (B) 
        through the application of the net cash proceeds
received by the Company from a substantially concurrent sale of Qualified
Capital Stock of the Company or a contribution to the equity capital of the
Company not representing an interest in Disqualified Capital Stock, in each case
not received from a Subsidiary of the Company;

     

    provided that the value of
any such Qualified Capital Stock issued in exchange for such acquired Capital
Stock and any such net cash proceeds will be excluded from clause (3)(B) of
Section 3.10(a)
(and were not included therein at any time);

     

    (3) 
         the voluntary prepayment, purchase,
defeasance, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness solely in exchange for, or through the application of
net cash proceeds of a substantially concurrent sale, other than to a Subsidiary
of the Company, of:

     

    (A) 
       Qualified Capital Stock of the Company,
or

     

    (B) 
        Refinancing Indebtedness for such Subordinated
Indebtedness;

     

    provided that the value of
any Qualified Capital Stock issued in exchange for Subordinated Indebtedness and
any net cash proceeds referred to above will be excluded from clause (3)(B) of
Section 3.10(a)
(and were not included therein at any time);

     

    (4) 
         if no Default or Event of Default shall have
occurred and be continuing, any purchase, repurchase, redemption, retirement or
other acquisition for value of Capital Stock from employees, former employees,
directors or consultants of the Company or its Subsidiaries (or permitted
transferees of such employees, former employees, directors or consultants) in an
amount (i) not to exceed $2.0 million in any calendar year plus (ii) the amount in any
calendar year equal to the net cash proceeds from the sale of Qualified Capital
Stock of the Company to employees, members of management, directors or
consultants of the Company, any of its Subsidiaries that occurs after the Issue
Date, to the extent net cash proceeds from the sale of such Qualified Capital
Stock have not otherwise been applied to the payment of Restricted Payments;
provided that (x)
unused amounts in any calendar year may be carried over to succeeding calendar
years so long as Restricted Payments made under this clause (4) shall not exceed
$25.0 million in the aggregate from the Issue Date and (y) cancellation of
Indebtedness borrowed from the Company by employees, members of management,
directors or consultants of the Company, or any of the Company’s Restricted
Subsidiaries, in lieu of cash payment for Qualified Capital Stock of the Company
to effect a repurchase of Qualified Capital Stock of the Company will not be
deemed to constitute a Restricted Payment for purposes of this Section 3.10 or any
other provision of this Indenture;


    
      
         


      

      
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    (5) 
         the declaration and payment of dividends to
holders of any class of Disqualified Capital Stock of the Company or any of its
Restricted Subsidiaries issued in accordance with the provisions of Section 3.08 to the
extent such dividends are included in the definition of “Consolidated Net
Interest Expense”;

     

    (6) 
         any non-cash purchase, repurchase, redemption,
retirement or other acquisition for value of Capital Stock of the Company deemed
to occur upon exercise of options, warrants or other securities, if such Capital
Stock represents a portion of the exercise price of such options, warrants or
other securities;

     

    (7) 
         cash payments in lieu of the issuance of
fractional shares in an aggregate amount not to exceed $1.0 million since the
Issue Date;

     

    (8) 
         the repurchase, redemption defeasance or other
acquisition or retirement for value of the Convertible Debentures;

     

    (9) 
         the repurchase, redemption or other
acquisition or retirement for value of any Subordinated Indebtedness pursuant to
the provisions similar to those described in Section 3.12 and
Section 3.21;
provided that all Notes
validly tendered by Holders of such Notes in connection with a Change of Control
Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or
acquired for value;

     

    (10) 
       any purchase, repurchase, redemption, retirement or
other acquisition for value of Capital Stock from employees, former employees,
directors or consultants of the Company or its Subsidiaries (or permitted
transferees of such employees, former employees, directors or consultants) to
satisfy any applicable tax withholding obligations of employees, former
employees, directors or consultants of the Company or its Subsidiaries; provided that any such
purchase, repurchase, redemption, retirement or other acquisition for value is
permitted pursuant to the underlying equity incentive plan or restricted stock
or restricted stock unit grant; and

     

    (11) 
       other Restricted Payments taken together with all
other Restricted Payments made pursuant to this clause (11) not to exceed $5.0
million in the aggregate.

     

    In
determining the aggregate amount of Restricted Payments made subsequent to the
Issue Date, amounts expended pursuant to clauses (1) (without duplication
for the declaration of the relevant dividend), (7) and (9) above will be
included in such calculation and amounts expended pursuant to clauses (2)
through (6), (8), (10) and (11) will not be included in such
calculation.

     

    Section
3.11.  Limitation
on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

     

    (a) 
         Except as provided in Section
3.11(b) below, the Company will not, and will 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 to:


    
      
         


      

      
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    (1) 
         pay dividends or make any other distributions
on or in respect of its Capital Stock to the Company or any Restricted
Subsidiary of which it is a Subsidiary or pay any Indebtedness owed to the
Company or any other Restricted Subsidiary of which it is a
Subsidiary;

     

    (2) 
         make loans or advances to, or Guarantee any
Indebtedness or other obligations of, or make any Investment in, the Company or
any other Restricted Subsidiary of which it is a Subsidiary (it being understood
that the subordination of loans or advances made to the Company or any
Restricted Subsidiary to other Indebtedness Incurred by the Company or any
Restricted Subsidiary shall not be deemed to be a restriction on the ability to
make loans or advances); or

     

    (3) 
         transfer any of its property or assets to the
Company or any other Restricted Subsidiary of which it is a
Subsidiary.

     

    (b) 
         The provisions of Section 3.11(a) above
will not apply to encumbrances or restrictions existing under or by reason
of:

     

    (1) 
         applicable law, rule, regulation, order or
governmental license, permit or concession;

     

    (2) 
         this Indenture;

     

    (3) 
         any agreement as in effect on the Issue Date,
including pursuant to the Bank Credit Facility and the related documentation and
Hedging Obligations;

     

    (4) 
         customary non-assignment provisions of any
contract and customary provisions restricting assignment or subletting in any
lease governing a leasehold interest of any Restricted Subsidiary, or any
customary restriction on the ability of a Restricted Subsidiary to dividend,
distribute or otherwise transfer any asset which secures Indebtedness secured by
a Lien, in each case permitted to be Incurred under this Indenture;

     

    (5) 
         in respect of a Restricted Subsidiary acquired
by the Company or any Restricted Subsidiary after the Issue Date (other than an
encumbrance related to Indebtedness Incurred in connection with, or in
anticipation or contemplation of, such acquisition), which encumbrance or
restriction is outstanding on the date of such acquisition and is not applicable
to any Person, or the properties or assets of any Person, other than the Person
or the properties or assets of the Person so acquired;

     

    (6) 
         restrictions with respect to a Restricted
Subsidiary of the Company imposed pursuant to a binding agreement which has been
entered into for the sale or disposition of Capital Stock or assets of such
Restricted Subsidiary; provided that such
restrictions apply solely to the Capital Stock or assets of such Restricted
Subsidiary being sold;

     

    (7) 
         customary restrictions imposed on the transfer
of copyrighted or patented materials;


    
      
         


      

      
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    (8) 
         restrictions on cash or other deposits or net
worth imposed by clients under contracts entered into in the ordinary course of
business, including cash paid to any Subsidiary as an advance for media or
production expenses;

     

    (9) 
         customary provisions in joint venture
agreements and other similar agreements or arrangements relating solely to such
joint venture; or

     

    (10) 
       an agreement governing Indebtedness Incurred to
Refinance Indebtedness issued, assumed or Incurred pursuant to an agreement
referred to in clause (2), (3) or (5) of this Section 3.11(b);
provided that such
Refinancing agreement is not materially more restrictive with respect to such
encumbrances or restrictions than those contained in the agreement referred to
in such clause (2), (3) or (5).

     

    Section
3.12.  Limitation
on Sales of Assets and Subsidiary Stock.

     

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

     

    (1) 
         the Company or the applicable Restricted
Subsidiary, as the case may be, receives consideration at the time of the Asset
Sale at least equal to the Fair Market Value of the assets sold or otherwise
disposed of as determined in good faith by the Board of Directors of the Company
(including the value of all non-cash consideration);  and

     

    (2) 
         at least 75% of the consideration received for
the assets sold by the Company or the Restricted Subsidiary, as the case may be,
in the Asset Sale will be in the form of cash, Cash Equivalents or assets or
Capital Stock which the Company or a Permitted Investing Subsidiary would be
permitted to use the Net Cash Proceeds from such Asset Sale to purchase or
invest in, if any, pursuant to clause (2) of Section
3.12(b).

     

    For the
purposes of this clause (2), the following are deemed to be cash:

     

    (i) 
          Indebtedness and other liabilities shown on
the most recent consolidated balance sheet of the Company prior to the date of
such Asset Sale (other than Subordinated Indebtedness) (i) that are assumed by
the transferee of any such assets and (ii) for which the Company and its
Restricted Subsidiaries are released from all liability at the time of such
Asset Sale;

     

    (ii) 
         any securities, notes or other Obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are converted, sold or exchanged by the Company or such Restricted
Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the
cash or Cash Equivalents received in that conversion, sale or exchange;
and

     

    (iii) 
       any Designated Non-cash Consideration received by the
Company or such Restricted Subsidiary in such Asset Sale having an aggregate
Fair Market Value, taken together with all other Designated Non-cash
Consideration received pursuant to this clause (iii) that is at that time
outstanding, not to exceed $5.0 million, with the Fair Market Value of each item
of Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value.


    
      
         


      

      
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    (b) 
         The Company or a Restricted Subsidiary, as the
case may be, may (subject to the proviso in clause (2) below) apply the Net Cash
Proceeds of any such Asset Sale within 360 days thereof to:

     

    (1) 
         prepay, repay, purchase, repurchase, redeem,
retire, defease or otherwise retire for value (collectively, “repay”)
any:

     

    (i)
           secured Indebtedness of the Company or
a Restricted Subsidiary;

     

    (ii) 
         Indebtedness of any Restricted Subsidiary that
is not a Note Guarantor; or

     

    (iii) 
        any Senior Indebtedness, provided that, if the Company
repays any Senior Indebtedness other than the Notes, it must repay Notes or make
an offer to repurchase the Notes at a price equal to or above 100% of the
principal amount thereof, whether or not the Holders accept such offer, in each
case on a pro rata
basis with such other Senior Indebtedness;

     

    in the
case of each of clauses (i) through (iii) above, constituting Indebtedness for
borrowed money or Capitalized Lease Obligations, and permanently reduce the
commitments with respect thereto without Refinancing; or

     

    (2) 
         purchase or otherwise invest in:

     

    (i) 
         assets (other than current assets as
determined in accordance with GAAP or Capital Stock) to be used by the Company
or a Permitted Investing Subsidiary in a Permitted Business or capital
expenditures;

     

    (ii) 
         all or substantially all of the assets of a
Permitted Business or properties; or

     

    (iii) 
        Capital Stock of:  (A) a Restricted Subsidiary
held by a Person other than the Company or any of its Restricted Subsidiaries or
(B) a Person engaged in a Permitted Business that becomes, upon the purchase or
investment, a Wholly Owned Subsidiary or, in the case of an Asset Sale in
respect of assets or Capital Stock of a Restricted Subsidiary, a Restricted
Subsidiary of which the Company owns, directly or indirectly, an equal or
greater percentage of the economic and voting interests of its Capital Stock as
it does (immediately prior to such Asset Sale) in respect of the Restricted
Subsidiary whose assets or Capital Stock are included in such Asset
Sale;

     

    provided that (A) the
following Persons may make a purchase or investment in accordance with the
foregoing:  (x) the Company, (y) a Wholly Owned Subsidiary or (z) in the
case of an Asset Sale in respect of assets or Capital Stock held by a Restricted
Subsidiary only, a Restricted Subsidiary of which the Company, owns directly or
indirectly, an equal or greater percentage of the economic and voting interests
of its Capital Stock as it does of the Restricted Subsidiary that made such
Asset Sale and (B) no purchase from the Company or any Restricted Subsidiary
will satisfy the provisions of this clause (2) (each, other than the Company, a
“Permitted Investing
Subsidiary”);


    
      
         


      

      
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    provided that (x) in the case
of clause (2) above, a binding commitment shall be treated as a permitted
application of the Net Cash Proceeds from the date of such commitment so long as
the Company, or such Restricted Subsidiary enters into such commitment with the
good faith expectation that such Net Cash Proceeds will be applied to satisfy
such commitment within 90 days of such commitment (an “Acceptable
Commitment”) and such Net Cash Proceeds are actually applied to satisfy
such commitment within the later of (i) 360 days after receipt of the Net Cash
Proceeds from the related Asset Sale and (ii) 90 days after the date of such
binding commitment and (y) to the extent such Net Cash Proceeds are not actually
applied to satisfy such commitment within the period set forth in clause (x)
above, the Net Cash Proceeds not so applied shall constitute Excess
Proceeds.

     

    (c) 
         To the extent all or a portion of the Net Cash
Proceeds of any Asset Sale are not applied within 360 days thereof (or such
longer period as permitted pursuant to an Acceptable Commitment as provided in
Section 3.12(b)
above) as described in clause (1) or (2) of Section 3.12(b) above
(“Excess
Proceeds”), the Company will make an offer to purchase Notes (an “Asset Sale Offer”),
at a purchase price equal to 100% of the principal amount of the Notes to be
purchased, plus accrued
and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer
Amount”).  The Company will purchase pursuant to an Asset Sale Offer
from all tendering Holders on a pro rata basis in the manner
provided in Section
5.5, and, at the Company’s option, on a pro rata basis with the
holders of any other Senior Indebtedness with similar provisions requiring the
Company to offer to purchase the other Senior Indebtedness with the proceeds of
Asset Sales, that principal amount (or accreted value in the case of
Indebtedness issued with original issue discount) of Notes and the other Senior
Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. 
The Company may satisfy its Obligations under this Section 3.12 with
respect to any Net Cash Proceeds by making an Asset Sale Offer prior to the
expiration of 360 days from the relevant Asset Sale (or, in the event an
Acceptable Commitment has been entered into as set forth in Section 3.12(b)
above, the later date of the 360th day
following the Asset Sale or the expiration of the 90-day period set forth in
Section 3.12(b)
above).

     

    (d) 
         The purchase of Notes pursuant to an Asset
Sale Offer will occur not less than 20 Business Days following the date thereof,
or any longer period as may be required by law, nor more than 45 days following
the 360th day
following the Asset Sale (or, in the event an Acceptable Commitment has been
entered into as set forth in Section 3.12(b), the
later date of the 360th day
following the Asset Sale or the expiration of the 90-day period set forth in
such Section
3.12(b)).  The Company may, however, defer an Asset Sale Offer until
there is an aggregate amount of unapplied Net Cash Proceeds from one or more
Asset Sales equal to or in excess of $7.5 million.  At that time, the
entire amount of unapplied Net Cash Proceeds, and not just the amount in excess
of $7.5 million, will be applied as required pursuant to this Section 3.12. 
Pending application in accordance with this Section 3.12, Net
Cash Proceeds will be applied to temporarily reduce revolving credit borrowings,
Invested in Cash Equivalents or used for general corporate
purposes.


    
      
         


      

      
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    (e) 
         Each Asset Sale Offer Notice will be mailed
first class, postage prepaid, to the record Holders as shown on the register of
Holders within 30 days following such 360th day
(or, in the event an Acceptable Commitment has been entered into as set forth in
Section 3.12(b)
above, the later date of the 360th day
following the Asset Sale or the expiration of the 90-day period set forth in
such Section
3.12(b)), with a copy to the Trustee offering to purchase the Notes as
described above.  Each Asset Sale Offer Notice will state, among other
things, the purchase date, which must be no earlier than 30 days nor later than
60 days from the date the notice is mailed, other than as may be required by law
(the “Asset Sale Offer
Payment Date”).  Upon receiving notice of an Asset Sale Offer,
Holders may elect to tender their Notes in whole or in part in a principal
amount of $2,000 or integral multiples of $1,000 in excess thereof in exchange
for cash.

     

    (f) 
          On the Asset Sale Offer Payment Date, the
Company will, to the extent lawful:

     

    (1) 
         accept for payment all Notes or portions
thereof properly tendered pursuant to the Asset Sale Offer;

     

    (2) 
         deposit with the Paying Agent funds in an
amount equal to the Asset Sale Offer Amount in respect of all Notes or portions
thereof so tendered; and

     

    (3) 
         deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company.

     

    (g) 
         To the extent Holders of Notes and holders of
other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer
properly tender and do not withdraw Notes or the other Senior Indebtedness in an
aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the
Company will purchase the Notes and the other Senior Indebtedness on a pro rata basis (based on
amounts tendered).  If only a portion of a Note is purchased pursuant to an
Asset Sale Offer, a new Note in a principal amount equal to the portion thereof
not purchased will be issued in the name of the Holder thereof upon cancellation
of the original Note (or appropriate adjustments to the principal amount of a
global Note will be made, as appropriate).  Notes (or portions thereof)
purchased pursuant to an Asset Sale Offer will be cancelled and cannot be
reissued.  Upon completion of an Asset Sale Offer, the amount of Net Cash
Proceeds will be reset at zero.  Accordingly, to the extent that the
aggregate amount of Notes and other Indebtedness tendered pursuant to an Asset
Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the
Company may use any remaining Net Cash Proceeds for general corporate purposes
of the Company and its Restricted Subsidiaries.

     

    (h) 
         The Company will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other applicable securities
laws in connection with the purchase of Notes pursuant to an Asset Sale
Offer.  To the extent that the provisions of any applicable securities laws
or regulations conflict with this Section 3.12, the
Company will comply with these laws and regulations and will not be deemed to
have breached its obligations under this
Section 3.12 by
doing so.


    
      
         


      

      
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    Section
3.13.  Limitation
on Transactions with Affiliates.

     

    (a) 
         The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, enter into any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an “Affiliate
Transaction”), unless:  

     

    (1) 
         the terms of such Affiliate Transaction are no
less favorable to the Company or such Restricted Subsidiary, as the case may be,
than those that could reasonably be expected to be obtained in a comparable
transaction at such time on an arms’-length basis from a Person that is not an
Affiliate of the Company;

     

    (2) 
         in the event that such Affiliate Transaction
involves aggregate payments, or transfers of property or services with a Fair
Market Value, in excess of $5.0 million, the terms of such Affiliate Transaction
will be approved by a majority of the members of the Board of Directors of the
Company (including a majority of the disinterested members thereof), the
approval to be evidenced by a Board Resolution stating that the Board of
Directors has determined that such transaction complies with the preceding
provisions; and

     

    (3) 
         in the event that such Affiliate Transaction
involves aggregate payments, or transfers of property or services with a Fair
Market Value, in excess of $15.0 million, the Company will, prior to the
consummation thereof, obtain a favorable opinion as to the fairness of such
Affiliate Transaction to the Company and the relevant Restricted Subsidiary (if
any) from a financial point of view from an Independent Financial Advisor and
file the same with the Trustee.

     

    (b) 
         The provisions of Section 3.13(a) will
not apply to:

     

    (1) 
         Affiliate Transactions with or among the
Company and any Restricted Subsidiary or between or among Restricted
Subsidiaries;

     

    (2) 
         the entering into, maintaining or performing
of any collective bargaining agreement; benefit plan; stock option, share
ownership, phantom stock or similar plan; program, contract or other similar
arrangement for or with any employee, officer, director or consultant of the
Company or its Subsidiaries entered into in the ordinary course of business in
good faith by the Company, including vacation, health, insurance, deferred
compensation, severance, retirement, savings or other similar plans, programs or
arrangements;

     

    (3) 
         the payment of reasonable and customary fees
and indemnities (including under customary insurance) to current and former
directors, officers and consultants of the Company and its
Subsidiaries;


    
      
         


      

      
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    (4) 
         Affiliate Transactions undertaken pursuant to
any contractual obligations or rights in existence on the Issue Date (as in
effect on the Issue Date with modifications and
extensions thereof not materially adverse to the Company and its Restricted
Subsidiaries);

     

    (5) 
         any Restricted Payments made in compliance with Section 3.10 or
Permitted Investments;

     

    (6) 
         transactions with customers, clients,
suppliers, or purchasers or sellers of goods or services that are Affiliates of
the Company solely because the Company, directly or indirectly, owns Capital
Stock in, or controls any such Person, in each case in the ordinary course of
business and otherwise in compliance with the terms of this Indenture which are,
in the reasonable determination of the Board of Directors or senior management
of the Company, on terms at least as favorable as might reasonably have been
obtained at such time from an unaffiliated party; provided that this clause (6)
will not apply to Unrestricted Subsidiaries;

     

    (7) 
         the issuance of Qualified Capital Stock of the
Company to any Permitted Holder or to any director, officer, employee or
consultant of the Company, any of its direct or indirect parent companies or any
of its Restricted Subsidiaries; or

     

    (8) 
         loans and advances to officers, directors and
employees of the Company or any Restricted Subsidiary for travel, entertainment,
moving and other relocation expenses, in each case made in the ordinary course
of business in accordance with past practices of the Company or any Restricted
Subsidiary, as applicable.

     

    Section
3.14.  Limitation
on Liens.

     

    The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur or suffer to exist any Liens of
any kind (except for Permitted Liens) against or upon any of their respective
properties or assets, whether owned on the Issue Date or acquired after the
Issue Date, or any proceeds therefrom, to secure any Indebtedness unless
contemporaneously therewith effective provision is made:

     

    (1) 
         in the case of the Company or any Restricted
Subsidiary other than a Note Guarantor, to secure the Notes and all other
amounts due under this Indenture; and

     

    (2) 
         in the case of a Note Guarantor, to secure
such Note Guarantor’s Note Guarantee of the Notes and all other amounts due
under this Indenture,

     

    in each
case, equally and ratably with such Indebtedness (or, in the event that such
Indebtedness is subordinated in right of payment to the Notes or such Note
Guarantee, as the case may be, prior to such Indebtedness) with a Lien on the
same properties and assets securing such Indebtedness for so long as such
Indebtedness is secured by such Lien.


    
      
         


      

      
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    Section
3.15.  Limitation on Guarantees of
Company or Note Guarantor Indebtedness.

     

    The
Company will not permit any Restricted Subsidiary that is not a Note Guarantor
to Guarantee any Indebtedness of the Company or a Note Guarantor or to secure
any Indebtedness of the Company or a Note Guarantor with a Lien on the assets of
such Restricted Subsidiary (other than Indebtedness of Restricted Subsidiaries
that are not Wholly Owned Subsidiaries under one or more Bank Credit Facilities
in an aggregate principal amount not to exceed the greater of (x) the
Consolidated EBITDA of the Company for the Four Quarter Period as of the date of
determination and (y) $80.0 million), unless contemporaneously therewith (or
prior thereto) effective provision is made to Guarantee or secure the Notes, as
the case may be, on an equal and ratable basis with such Guarantee or Lien for
so long as such Guarantor or Lien remains effective, and in an amount equal to
the amount of Company or Note Guarantor Indebtedness so Guaranteed or secured;
provided, however, that any Guarantee
by a Restricted Subsidiary of Subordinated Indebtedness of the Company or a Note
Guarantor will be subordinated and junior in right of payment to the
contemporaneous Guarantee of the Notes by such Restricted Subsidiary; and provided further that the Company will
not permit a Restricted Subsidiary to Guarantee or secure any Capital Stock of
the Company or a Note Guarantor.

     

    Section
3.16.  Ongoing
Reporting.

     

    (a)           Notwithstanding
that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, so long as any Notes remain
outstanding, the Company will provide to the Trustee (who, at the Company’s
expense, will furnish by mail to the Holders) and post on its website (if not
filed with the Commission), the annual, quarterly and other periodic reports and
information, documents and other reports as are specified in Sections 13
and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections 13 and 15(d), within 15 days after the times specified for the
filing of the information, documents and reports under such Sections for
“non-accelerated filers.”  Notwithstanding the foregoing, this Section 3.16 will not
require any financial statements or other information or disclosure required
pursuant to Rule 3-10 of Regulation S-X under the Securities Act (or any
successor provision).

     

    (b)           For
so long as any Notes remain outstanding, at any time when the Company is
not subject to or
is not current in its reporting obligations under Section 13 or 15(d) of the
Exchange Act, the Company will make available, upon request, to any Holder and
any prospective purchaser of Notes the information required pursuant to
Rule 144A(d)(4) under the Securities Act.

     

    (c)           Notwithstanding
anything herein to the contrary, the Company will not be deemed to have failed
to comply with any of its obligations hereunder for purposes of clause (5) of
Section 6.1(a)
until 120 days after the date any report hereunder is due.

     

    (d)           Delivery
of such reports, information and documents to the Trustee and any other material
to the Trustee hereunder is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’
Certificates).


    
      
         


      

      
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    Section
3.17.  Limitation on Business
Activities.

     

    The
Company and its Restricted Subsidiaries will not engage in any business other
than a Permitted Business, except for any businesses that are not material to
the Company and its Restricted Subsidiaries taken as a whole.

     

    Section
3.18.  Limitation on Sale and
Leaseback Transactions.

     

    The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction with respect to any property
unless:

     

    (1)           it
would be entitled to:

     

     (A)          Incur
Indebtedness in an amount equal to the Attributable Debt with respect to such
Sale and Leaseback Transaction pursuant to Section 3.8;
and

     

     (B)          create
a Lien on such property securing such Attributable Debt without equally and
ratably securing the Notes pursuant to Section
3.14;

     

    (2)           the
net proceeds received by the Company or such Restricted Subsidiary in connection
with such Sale and Leaseback Transaction represent the Fair Market Value of such
property; and

     

    (3)           the
transfer of such property is permitted by, and the Company or such Restricted
Subsidiary applies the proceeds of such transaction in compliance with, Section
3.12.

     

    Section
3.19.  Limitation on Designation of
Unrestricted Subsidiaries.

     

    (a)           The
Company may designate after the Issue Date any Subsidiary of the Company (other
than Crispin Porter) as an Unrestricted Subsidiary (a “Designation”) only
if:

     

    (1)           no
Default or Event of Default shall have occurred and be continuing at the time of
or after giving effect to such Designation;

     

    (2)           such
Subsidiary and any of its Subsidiaries do not own any Capital Stock or
Indebtedness of, or own or hold any Lien on any property of, the Company or any
Restricted Subsidiary other than a Subsidiary of such Subsidiary to be
Designated;

     

    (3)           either
(i) such Subsidiary to be so Designated has consolidated assets of $1,000 or
less or (ii) the Company would be permitted to make an Investment at the time of
Designation (assuming the effectiveness of such Designation and treating such
Designation as an Investment at the time of Designation) under Section 3.10 in the
amount (the “Designation Amount”)
specified in the definition of Investment; and

     

    (4)           the
terms of any Affiliate Transaction between the Subsidiary being Designated (and
its Subsidiaries) would be permitted under Section 3.13 if
entered into immediately following such Designation.


    
      
         


      

      
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    (b)           The
Company will cause each Subsidiary to be either (i) an Unrestricted Subsidiary
in accordance with this section or (ii) party to and participant in the Cash
Management Arrangements.

     

    (c)           Neither
the Company nor any Restricted Subsidiary will at any time:

     

    (1)           provide
credit support for, subject any of its property or assets (other than the
Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or
Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness);

     

    (2)           be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary;

     

    (3)           be
directly or indirectly liable for any Indebtedness (other than a Bank Credit
Facility) which
provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Indebtedness of any Unrestricted Subsidiary; or

     

    (4)           have
any direct or indirect obligation to subscribe for additional Capital Stock of
such Person or maintain or preserve such Person’s financial condition or to
cause such Person to achieve any specified levels of operating
results.

     

    (d)           The
Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary
(a “Revocation”) only
if:

     

    (1)           No
Default or Event of Default shall have occurred and be continuing at the time of
and after giving effect to such Revocation;

     

    (2)           all
Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately
following such Revocation would, if Incurred at such time, have been permitted
to be Incurred for all purposes of this Indenture;

     

    (3)           the
aggregate Fair Market Value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary being so Designated (including
any Guarantee by the Company or any of its Restricted Subsidiaries of any
Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment
made as of the time of such designation, and such Investment would be permitted
to be made under Section 3.10;
and

     

    (4)           such
Subsidiary becomes on or before the date of Revocation a party to the Cash
Management Arrangements.

     

    (e)           The
Designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be
deemed to include the Designation of all of the Subsidiaries of such
Subsidiary.  All Designations and Revocations must be evidenced by
resolutions of the Board of Directors of the Company, delivered to the Trustee
certifying compliance with the preceding paragraphs (a) through (d) of this
Section
3.19.


    
      
         


      

      
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    Section
3.20  Payments for
Consent.

     

    Neither
the Company nor any of its Subsidiaries will, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder of any Notes for or as an inducement to any consent,
waiver or amendment of any terms or provisions of the Notes, unless the
consideration is offered to be paid or agreed to be paid to all Holders of the
Notes which so consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or
agreement.

     

    Section
3.21.  Change of
Control.

     

    (a)           Upon
the occurrence of a Change of Control, each Holder will have the right to
require that the Company purchase all or a portion (equal to $2,000 or an
integral multiple of $1,000 in excess thereof (provided that the unpurchased
portion will be in a denomination of at least $2,000)) of the Holder’s Notes at
a purchase price (the “Change of Control
Payment”) equal to 101% of the principal amount thereof, plus accrued and
unpaid interest thereon through the Change of Control Payment Date, as provided
below; provided that
the Company will not be required to purchase Notes pursuant to this Section 3.21 in the
event that it has exercised its right to redeem all of the Notes in accordance
with the provisions of Article V or if a
third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes or portions thereof validly tendered and not withdrawn under such Change
of Control Offer.

     

    (b)           Within
30 days following the date upon which the Change of Control occurred, the
Company must send, by first-class mail, a notice to each Holder, with a copy to
the Trustee, offering to purchase the Notes as described above (a “Change of Control
Offer”).  The Change of Control Offer will state, among other
things, the purchase date, which must be no earlier than 30 days nor later than
60 days from the date the notice is mailed, other than as may be required by law
(the “Change of
Control Payment Date”).

     

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

     

    (1)           accept
for payment all Notes or portions thereof properly tendered and not withdrawn
pursuant to the Change of Control Offer;

     

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

     

    (3)           deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company.


    
      
         


      

      
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    (d)           If
only a portion of a Note is purchased pursuant to a Change of Control Offer, a
new Note in a principal amount equal to the portion thereof not purchased will
be issued in the name of the Holder thereof upon cancellation of the original
Note (or appropriate adjustments to the principal amount of a Global Note will
be made, as appropriate).  Notes (or portions thereof) purchased
pursuant to a Change of Control Offer will be cancelled and cannot be
reissued.

     

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

     

    (f)           The
Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other applicable securities laws and regulations in connection with
the purchase of Notes in connection with a Change of Control
Offer.  To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 3.21, the
Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Indenture by doing
so.

     

    Section
3.22.  Payment of Additional
Amounts.

     

    (a)           All
payments made by the Company under or with respect to the Notes, or by any Note
Guarantor pursuant to the Note Guarantees, will be made free and clear of and
without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge (including
penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or
levied by or on behalf of any government or political subdivision or territory
or possession of any government or authority or agency therein or thereof having
the power to tax (each a “Taxing Authority”),
unless the Company or such Note Guarantor is required to withhold or deduct
Taxes under any law or by the interpretation, application or administration
thereof.  If, after the Issue Date, the Company or such Note
Guarantor, as the case may be, is so required to withhold or deduct any amount
for or on account of Taxes from any payment made under or with respect to the
Notes or the Note Guarantees, as the case may be, the Company or such Note
Guarantor, as the case may be, will pay to each Holder of Notes that are
Outstanding on the date of the required payment, such additional amounts (“Additional Amounts”)
as may be necessary so that the net amount received by such Holder (including
the Additional Amounts) after such withholding or deduction will not be less
than the amount such Holder would have received if such Taxes had not been
withheld or deducted; provided that no Additional
Amounts will be payable with respect to a payment made to a Holder or beneficial
owner of the Notes (an “Excluded
Holder”):

     

    (1)           with
which the Company or such Note Guarantor does not deal at arm’s length (within
the meaning of the Income Tax Act (Canada)) at the time of making such
payment,

     

    (2)           which
is subject to such Taxes by reason of its being or having been connected with a
jurisdiction imposing such tax otherwise than by the mere holding, use or
ownership, or deemed holding, use or ownership, of the Notes or the receipt of
payments thereunder (as a matter of, for example, citizenship, nationality,
residence, domicile, or existence of a business or permanent establishment, a
dependent agent, a place of business or a place of management present or deemed
present within the Taxing Authority),


    
      
         


      

      
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    (3)           which
failed to duly and timely comply with a timely request of the Company to provide
information, documents or other evidence concerning such Holder’s or beneficial
owner’s nationality, residence, entitlement to treaty benefits or identity, if
and to the extent that (A) such Holder or beneficial owner was legally able to
comply with such request and (B) due and timely compliance with such request is
required by applicable law as a precondition to reduction or elimination of, and
would have reduced or eliminated, any Taxes as to which Additional Amounts would
have otherwise been payable to such Holder or beneficial owner but for this
clause (3),

     

    (4)           which
is a fiduciary or a partnership or not the sole beneficial owner of the relevant
Note, if and to the extent that any beneficiary or settlor with respect to such
fiduciary, any partner with respect to such partnership or any beneficial owner
of such Note (as the case may be) would not have been entitled to receive
Additional Amounts with respect to the payment in question had such beneficiary,
settlor, partner or beneficial owner been the sole beneficial owner of such
Note,

     

    (5)           in
respect of any estate, gift, inheritance, value added, excise, transfer,
intangible or similar tax,

     

    (6)           in
respect of withholdings or deductions imposed on a payment to an individual that
are required to be made pursuant to the European Union Directive 2003/48/EC or
any other directive implementing the conclusions of the ECOFIN Council meeting
of November 26 and 27, 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such
Directive,

     

    (7)           if
and to the extent that such payment could have been made without deduction or
withholding of such Taxes had the relevant Note been presented for payment
(where presentation is required for payment) within 30 days after the date on
which such payment or such Note became due and payable or the date on which
payment thereof was duly provided for, whichever was later (except to the extent
that such Holder or beneficial owner would have been entitled to Additional
Amounts had the Note been presented on the last day of such 30-day period),
or

     

    (8)           any
combination of the above clauses in this proviso.

     

    The
Company or such Note Guarantor will also make such withholding or deduction, and
remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law.


    
      
         


      

      
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    (b)           The
Company or the Note Guarantor will furnish to the Holders, within 30 days after
the date the payment of any Taxes is due pursuant to applicable law, copies of
tax receipts, if any, evidencing that such payment has been made by the Company
or such Note Guarantor, as applicable.  The Company or any Note
Guarantor will indemnify and hold harmless each Holder or beneficial owner of
Notes (without duplication) that are Outstanding on the date of the required
payment (other than an Excluded Holder) and upon written request reimburse each
such Holder or beneficial owner (other than an Excluded Holder) for the amount
of:  (A) any Taxes so levied or imposed and paid by such Holder or
beneficial owner (without duplication) as a result of payments made under or
with respect to the Notes, and (B) any Taxes imposed with respect to any
reimbursement under clause (A) immediately above, in each case without
duplication of any payment made by the Company or a Note Guarantor pursuant to
Section 3.22(a)
(such amount provided in clauses (A) and (B) collectively, a “Reimbursement
Payment”).

     

    At least
30 days prior to each date on which any payment under or with respect to the
Notes is due and payable, if the Company becomes obligated to pay Additional
Amounts with respect to such payment, the Company will deliver to the Trustee an
Officers’ Certificate stating the fact that such Additional Amounts will be
payable, and the amounts so payable and will set forth such other information as
is necessary to enable the Trustee to pay such Additional Amounts to the Holders
of the Notes on the payment date.

     

    (c)           Whenever
in this Indenture there is mentioned, in any context: (i) the payment of
principal (and premium, if any), (ii) purchase prices in connection with a
repurchase or a redemption of Notes, (iii) interest, or (iv) any other amount
payable on or with respect to any of the Notes or the Note Guarantees, such
mention shall be deemed to include mention of the payment of Additional Amounts
and Reimbursement Payments provided for in this Section 3.22 to the
extent that, in such context, Additional Amounts or Reimbursement Payments are,
were or would be payable in respect thereof.

     

    Section
3.23.  Covenant
Suspension.

     

    (a)           Beginning
on a Covenant Suspension Date and ending on the next Reversion Date (such
period, a “Suspension
Period”) with respect to the Notes, the Company and the Restricted
Subsidiaries will not be subject to the covenants provided in Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.15, Section 3.17, clauses
(1)(A), (2) and (3) of Section 3.18, Section 3.19 and
clause (2) of Section
4.1(a) (collectively, the “Suspended
Covenants”)

     

    (b)           On
each Reversion Date, all Indebtedness Incurred during the Suspension Period will
be classified as having been outstanding on the Issue Date, so that it is
classified as permitted under clause (4) of Section
3.8(b).  Calculations made after the Reversion Date of the
amount available to be made as Restricted Payments under Section 3.10 will be
made as though the provisions of Section 3.10 had been
in effect prior to, but not during, the Suspension Period (and, for the
avoidance of doubt, all Consolidated EBITDA and other amounts attributable to
the Suspension Period that would otherwise increase the amount of Restricted
Payments available to be made pursuant to any clause of Section 3.10
(including clause (3) of Section 3.10(a))
shall be excluded in determining the amount of Restricted Payments available to
be made following the Reversion Date).  In addition, no Default or
Event of Default will be deemed to have occurred on the relevant Reversion Date
as a result of any actions taken by the Company or its Restricted Subsidiaries
during the Suspension Period with respect to the Suspended
Covenants.


    
      
         


      

      
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    (c)           For
purposes of Section
3.12, on the Reversion Date, the unutilized Excess Proceeds amount will
be reset to zero.

     

    (d)           Notwithstanding
any of the foregoing, during a Suspension Period, the Board of Directors of the
Company will not be entitled to designate any Subsidiary as an Unrestricted
Subsidiary and all references to Restricted Subsidiaries shall be deemed to
refer to Subsidiaries.

     

    (e)           The
Company will deliver to the Trustee written notice of the occurrence of each
Covenant Suspension Date and each Reversion Date promptly upon the occurrence
thereof, but in any event, within five Business Days after the occurrence
thereof.

     

    ARTICLE
IV

     

    SUCCESSOR
COMPANY

     

    Section
4.1.  Merger, Consolidation and
Sale of Assets.

     

    (a)           The
Company will not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person (whether or not the Company is the
surviving or continuing Person), or sell, assign, transfer, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary to sell, assign,
transfer, convey or otherwise dispose of) all or substantially all of the
properties and assets of the Company or the Company and its Restricted
Subsidiaries taken as a whole (determined on a consolidated basis for the
Company and its Restricted Subsidiaries), to any Person, unless:

     

    (1)           either:

     

     (A)          the
Company shall be the surviving or continuing corporation; or

     

     (B)          the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by sale, assignment,
transfer, conveyance or other disposition the properties and assets of the
Company and of the Company’s Restricted Subsidiaries substantially as an
entirety (the “Successor
Company”):

     

    (i)         will
be a corporation organized and validly existing under the laws of (x) the United
States or any State thereof or the District of Columbia or (y) Canada or any
province or territory thereof, and

     

    (ii)        will
expressly assume, by supplemental indenture (in form reasonably satisfactory to
the Trustee), executed and delivered to the Trustee, the due and punctual
payment of the principal of, and premium (including any Additional Amounts), if
any, and interest (including any Additional Interest, if any) on all of the
Notes and the performance and observance of every covenant of the Notes, this
Indenture and the relevant Registration Rights Agreement on the part of the
Company to be performed or observed;


    
      
         


      

      
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    (2)           immediately
after giving effect to such transaction and the assumption contemplated by
clause (1)(B)(ii) above (including giving effect on a pro forma basis to any
Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be
Incurred in connection with or in respect of such transaction), the Company or
such Successor Company, as the case may be, is able to Incur at least $1.00 of
additional Indebtedness pursuant to Section
3.8(a);

     

    (3)           immediately
before and immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(B)(ii) above (including, without
limitation, giving effect on a pro forma basis to any
Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be
Incurred and any Lien granted in connection with or in respect of such
transaction), no Default or Event of Default shall have occurred or be
continuing;

     

    (4)           each
Note Guarantor (including Persons that become Note Guarantors as a result of
such transaction) has confirmed by supplemental indenture that its Note
Guarantee will apply to the Obligations of the Successor Company in respect of
this Indenture and the Notes; and

     

    (5)           the
Company or the Successor Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that the consolidation,
merger, sale, assignment, transfer, conveyance or other disposition and, if
required in connection with such transaction, the supplemental indenture, comply
with the applicable provisions of this Indenture and that all conditions
precedent in this Indenture relating to the transaction have been
satisfied.

     

    For
purposes of this Section 4.1, the
transfer (by assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the Company
(determined on a consolidated basis for the Company and its Restricted
Subsidiaries), will be deemed to be the transfer of all or substantially all of
the properties and assets of the Company.

     

    (b)           The
provisions of Section
4.1(a)(2) above will not apply to:

     

    (1)           any
transfer of the properties or assets of a Restricted Subsidiary to the Company
or to a Note Guarantor;

     

    (2)           subject
to Section
10.3, any merger of a Restricted Subsidiary into the Company or another
Restricted Subsidiary;

     

    (3)           any
merger of the Company into a Wholly Owned Subsidiary of the Company created for
the purpose of holding the Capital Stock of the Company; or


    
      
         


      

      
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    (4)           a
merger between the Company and a newly-created Affiliate incorporated solely for
the purpose of reincorporating the Company in another State of the United States
or in another province of Canada,

     

    so long
as, in each case, the Indebtedness of the Company and its Restricted
Subsidiaries taken as a whole is not increased thereby.

     

    (c)           Upon
any consolidation, combination or merger or any transfer of all or substantially
all of the properties and assets of the Company and its Restricted Subsidiaries
in accordance with this Section 4.1, in
which the Company is not the continuing corporation, the Successor Company
formed by such consolidation or into which the Company is merged or to which
such conveyance or transfer is made will succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture and the
Notes with the same effect as if such Successor Company had been named as
such.  For the avoidance of doubt, compliance with this Section 4.1 will not
affect the Obligations of the Company (including a Successor Company, if
applicable) under Section 3.21, if
applicable.

     

    (d)           Notwithstanding
anything to the contrary herein, neither the Company nor the Company and its
Restricted Subsidiaries taken as a whole may, directly or indirectly, lease all
or substantially all of its or their respective properties or assets considered
as one enterprise, in one or more related transactions, to any other
Person.

     

    ARTICLE
V

     

    OPTIONAL
REDEMPTION OF NOTES

     

    Section
5.1.  Optional
Redemption.  The Company may redeem the Notes, as a whole or
from time to time in part, subject to the conditions and at the redemption
prices specified in the form of Notes in Exhibit A.

     

    Section
5.2.  Election to
Redeem.  The Company shall evidence its election to redeem any
Notes pursuant to Section 5.1 by a
Board Resolution.

     

    Section
5.3.  Notices to
Trustee  If the Company elects to redeem Notes pursuant to the
optional redemption provisions of Section 5.1, it shall
furnish to the Trustee, at least 5 days but not more than 60 days before a
redemption date, an Officers’ Certificate setting forth: (1) the redemption
date, (2) the principal amount of Notes to be redeemed, (3) the CUSIP, ISIN or
other similar numbers of such Notes and (4) the redemption price.

     

    Section
5.4.  Notice
of Redemption. (a)  The Company shall prepare and mail or cause
to be mailed a notice of redemption, in the manner provided for in Section 11.1,
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Notes to be redeemed.


    
      
         


      

      
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    (b)           All
notices of redemption shall state:

     

    (1)           the
Redemption Date;

     

    (2)           the
redemption price and the amount of any accrued interest payable as provided in
Section 5.7;

     

    (3)           whether
or not the Company is redeeming all Outstanding Notes;

     

    (4)           if
the Company is not redeeming all Outstanding Notes, the aggregate principal
amount of Notes that the Company is redeeming and the aggregate principal amount
of Notes that will be Outstanding after the partial redemption, as well as the
identification of the particular Notes, or portions of the particular Notes,
that the Company is redeeming;

     

    (5)           if
the Company is redeeming only part of a Note, the notice that relates to that
Note shall state that on and after the Redemption Date, upon surrender of that
Note, the Holder will receive, without charge, a new Note or Notes of authorized
denominations for the principal amount of the Note remaining unredeemed (or
appropriate adjustments of the principal amount of a Global Note will be made,
as appropriate);

     

    (6)           that
on the Redemption Date the redemption price and any accrued interest payable to
the Redemption Date as provided in Section 5.7 will
become due and payable in respect of each Note, or the portion of each Note, to
be redeemed, and, unless the Company defaults in making the redemption payment,
that interest on each Note, or the portion of each Note, to be redeemed, will
cease to accrue on and after the Redemption Date;

     

    (7)           the
place or places where a Holder must surrender Notes for payment of the
redemption price and any accrued interest payable on the Redemption Date;
and

     

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

     

    (c)           At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 5 days prior to the redemption
date, an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in Section
5.4(b).


    
      
         


      

      
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    Section
5.5.  Selection of Notes to Be
Redeemed in Part.  (a)  If the Company is not
redeeming all Outstanding Notes, the Trustee shall select the Notes to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national securities exchange, on a pro rata basis, by lot or any
other method as the Trustee shall deem fair and appropriate; provided, however, that if a
partial redemption is made with the proceeds of an Equity Offering, selection of
the Notes, or portions of the Notes, for redemption shall be made by the Trustee
only on a pro rata
basis or on as nearly a pro
rata basis as is practicable (subject to the procedures of DTC) unless
that method is otherwise prohibited.  The Trustee shall make the
selection from the Outstanding Notes not previously called for
redemption.  The Trustee shall promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount of the Notes to be
redeemed.  In the event of a partial redemption by lot, the Trustee
shall select the particular Notes to be redeemed not less than 30 nor more than
60 days prior to the relevant Redemption Date from the Outstanding Notes not
previously called for redemption.  No Notes of a principal amount of
less than $2,000 shall be redeemed in part.  The Trustee may select
for redemption portions (equal to $2,000 or any integral multiple of $1,000 in
excess thereof) of the principal amount of Notes that have denominations larger
than $2,000; provided
that the principal amount of the unredeemed portion of Notes is at least
$2,000.

     

    (b)           For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to redemption of Notes shall relate, in the case of any Note
redeemed or to be redeemed only in part, to the portion of the principal amount
of that Note which has been or is to be redeemed.

     

    Section
5.6.  Deposit of Redemption
Price.  On or prior to 10:00 a.m., New York City time, on the
relevant Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company, a Note Guarantor or an Affiliate of the
Company is acting as the Paying Agent, segregate and hold in trust as provided
in Section 2.4) an
amount of money in immediately available funds sufficient to pay the redemption
price of, and accrued interest on, all the Notes that the Company is redeeming
on that date.

     

    Section
5.7.  Notes
Payable on Redemption Date.  If the Company, or the Trustee on
behalf of the Company, gives notice of redemption in accordance with this Article V, the Notes,
or the portions of Notes, called for redemption, shall, on the Redemption Date,
become due and payable at the redemption price specified in the notice (together
with accrued interest, if any, to the Redemption Date), and from and after the
Redemption Date (unless the Company shall default in the payment of the
redemption price and accrued interest) the Notes or the portions of Notes shall
cease to bear interest.  Upon surrender of any Note for redemption in
accordance with the notice, the Company shall pay the Notes at the redemption
price, together with accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date).  If the
Company shall fail to pay any Note called for redemption upon its surrender for
redemption, the principal shall, until paid, bear interest from the Redemption
Date at the rate borne by the Notes.

     

    Section
5.8.  Unredeemed Portions of
Partially Redeemed Note.  Upon surrender of a Note that is to
be redeemed in part, the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of the Note, at the
expense of the Company, a new Note or Notes, of any authorized denomination as
requested by the Holder, in an aggregate principal amount equal to, and in
exchange for, the unredeemed portion of the principal of the Note surrendered,
provided that each new
Note will be in a principal amount of $2,000 or an integral multiple of $1,000
in excess thereof.


    
      
         


      

      
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    ARTICLE
VI

     

    DEFAULTS
AND REMEDIES

     

    Section
6.1.  Events
of Default.  (a)  Each of the following is an “Event of
Default”:

     

    (1)           default
in the payment when due of the principal of or premium, if any, on any Notes,
including the failure to make a required payment to purchase Notes tendered
pursuant to an optional redemption, Change of Control Offer or an Asset Sale
Offer;

     

    (2)           default
for 30 days or more in the payment when due of interest or Additional Amounts on
any Notes (including Additional Interest payable under any Registration Rights
Agreement);

     

    (3)           failure
by the Company or any of its Restricted Subsidiaries to comply with the
provisions of Section
3.16 for 120 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
Outstanding voting as a single class;

     

    (4)           the
failure to perform or comply with Section
4.1(a)(1);

     

    (5)           the
failure by the Company or any Restricted Subsidiary to comply with any other
covenant or agreement contained in this Indenture or in the Notes for 60 days or
more after written notice to the Company from the Trustee or the Holders of at
least 25% in aggregate principal amount of the outstanding Notes;

     

    (6)           default
by the Company or any Restricted Subsidiary under any Indebtedness
which:

     

     (A)          is
caused by a failure to pay principal of or premium (including Additional
Amounts), if any, or interest (including Additional Interest, if any) on such
Indebtedness prior to the expiration of any applicable grace period provided in
such Indebtedness on the date of such default; or

     

     (B)          results
in the acceleration of such Indebtedness prior to its stated
maturity;

     

    and the
principal or accreted amount of Indebtedness covered by clause (A) or (B) above
at the relevant time, aggregates $15.0 million or more.

     

    (7)           failure
by the Company or any of its Significant Subsidiaries (or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary) to pay one or more final judgments against any of them which are not
covered by adequate insurance by a solvent insurer of national or international
reputation which has acknowledged its obligations in writing, aggregating $15.0
million or more, which judgment(s) are not paid, discharged or stayed for a
period of 60 days or more;


    
      
         


      

      
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    (8)           a
Bankruptcy Event of Default; or

     

    (9)           except
as permitted by this Indenture, any Note Guarantee is held to be unenforceable
or invalid in a judicial proceeding or ceases for any reason to be in full force
and effect or any Note Guarantor, or any Person acting on behalf of any Note
Guarantor, denies or disaffirms such Note Guarantor’s Obligations under its Note
Guarantee.

     

    The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body.

     

    (b)             The
Company shall deliver to the Trustee written notice of any event which would
constitute a Default or an Event of Default, its status and what action the
Company is taking or proposes to take in respect thereof, within five Business
Days after the Company becomes aware of the occurrence of such
event.  If a Default or Event of Default occurs, is continuing and is
actually known to the Trustee, the Trustee shall mail to each Holder of Notes
notice of the Default or Event of Default within 90 days after the occurrence
thereof.  Except in the case of a Default or Event of Default in the
payment of principal of, premium (including Additional Amounts), if any, or
interest (including Additional Interest, if any) on any Note, the Trustee may
withhold notice if and so long as a committee of its trust officers in good
faith determines that withholding notice is in the interests of the Holders of
Notes.

     

    Section
6.2.  Acceleration.

     

    (a)           If
an Event of Default (other than an Event of Default specified in clause (8) of
Section 6.1(a)
with respect to the Company) shall occur and be continuing, the Trustee or the
Holders of at least 25% in principal amount of Outstanding Notes may declare the
unpaid principal of, premium (including Additional Amounts), if any, and accrued
and unpaid interest (including Additional Interest, if any) on all the Notes to
be immediately due and payable by notice in writing to the Company and the
Trustee specifying the Event of Default and that it is a “notice of
acceleration” (an “Acceleration
Declaration”).  If an Event of Default specified in clause (8)
of Section
6.1(a) occurs with respect to the Company, then the unpaid principal of,
premium (including Additional Amounts), if any, and accrued and unpaid interest
(including Additional Interest, if any) on all the Notes will become immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.

     

    (b)           At
any time after an Acceleration Declaration as set forth in Section 6.2(a), the
Holders of a majority in principal amount of the Notes may rescind and cancel
such declaration and its consequences:

     

    (1)           if
the rescission would not conflict with any judgment or decree;


    
      
         


      

      
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    (2)           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;

     

    (3)           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; and

     

    (4)           if
the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses, disbursements and advances.

     

    No
rescission will affect any subsequent Default or impair any rights relating
thereto.

     

    Section
6.3.  Other
Remedies.  (a)  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, premium (including Additional Amounts), if any, and interest
(including Additional Interest, if any) on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     

    (b)           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 available
remedies are cumulative to the extent permitted by law.

     

    Section
6.4.  Waiver
of Past Defaults.  The Holders of a majority in principal
amount of the Notes may waive any existing Default or Event of Default under
this Indenture, and its consequences, except a default in the payment of the
principal of, premium (including Additional Amounts), if any, or interest
(including Additional Interest, if any) on any Notes.

     

    Section
6.5.  Control by
Majority.  The Holders of a majority in principal amount of the
Outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee.  Subject to Sections 7.1 and
7.2, however,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture; provided,
however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction.

     

    Section
6.6.  Limitation on
Suits.  No Holder of any Notes will have any right to institute
any proceeding with respect to this Indenture or for any remedy thereunder,
unless:

     

    (1)           such
Holder gives to the Trustee written notice of a continuing Event of
Default;

     

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

     

    (3)           such
Holders of the Notes provide to the Trustee indemnity satisfactory to
it;


    
      
         


      

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

     

    (5)           during
such 60-day period provided in clause (4) above, the Holders of a majority in
principal amount of then Outstanding Notes do not give the Trustee a written
direction which is inconsistent with the request.

     

    Section
6.7.  Rights
of Holders to Receive Payment.  Notwithstanding any other
provision of this Indenture (including, without limitation, Section 6.6), the
right of any Holder to receive payment of principal of, premium (including
Additional Amounts), if any, or interest (including Additional Interest, if any)
on the Notes held by such Holder, on or after the respective due dates,
Redemption Dates or repurchase date expressed in this Indenture or the Notes, 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
6.8.  Collection Suit by
Trustee.  If an Event of Default specified in clause (1) or (2)
of Section
6.1(a) occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company and each Note
Guarantor for the whole amount then due and owing (together with applicable
interest on any overdue principal and, to the extent lawful, interest on overdue
interest) and the amounts provided for in Section
7.7.

     

    Section
6.9.  Trustee May File Proofs of
Claim, etc.  (a)  The Trustee may:

     

    (1)           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 and the Holders under this
Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or
other judicial proceedings relative to the Company, any Note Guarantor or any
Subsidiary of the Company or their respective creditors or properties;
and

     

    (2)           collect
and receive any monies or other property payable or deliverable in respect of
any such claims and distribute them in accordance with this
Indenture.

     

    Any
receiver, trustee, liquidator, sequestrator (or other similar official) in any
such 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, taxes, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due to the Trustee
pursuant to Section
7.7.

     

    (b)           Nothing
in this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, examinership, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such
proceeding.


    
      
         


      

      
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    Section
6.10.  Priorities.  If
the Trustee collects any money or property pursuant to this Article VI or,
after an Event of Default, distributable in respect of the Company’s Obligations
under the Notes and this Indenture, it shall pay out the money or property in
the following order:

     

    FIRST:  to
the Trustee for amounts due under Section 7.7;

     

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

     

    THIRD:  to
the Company or, to the extent the Trustee collects any amount pursuant to Article X hereof from
any Note Guarantor, to such Note Guarantor, or to such party as a court of
competent jurisdiction shall direct.

     

    The
Trustee may, upon written notice to the Company, fix a record date and payment
date for any payment to Holders pursuant to this Section
6.10.

     

    Section
6.11.  Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as 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 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in principal amount of Outstanding
Notes.

     

    ARTICLE
VII

     

    TRUSTEE

     

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

     

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

     

    (1)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

     

    (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, in the case of any
such certificates or opinions that by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts, statements, opinions or
conclusions).


    
      
         


      

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

     

    (1)           this
paragraph (c) does not limit the effect of paragraph (b) or (f) of this Section 7.1;

     

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

     

    (3)           the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with the direction of the Holders of a majority in
principal amount of Outstanding Notes, determined as provided herein, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Notes.

     

    (d)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.

     

    (e)           Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

     

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

     

    (g)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article
VII and to the provisions of the TIA that is applicable to an indenture
that is qualified under the TIA.

     

    (h)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company and such Officer’s name is evidenced on an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized to
take specified actions pursuant to this Indenture.

     

    (i)            The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses (including reasonable
attorneys’ fees and expenses) and liabilities that might be incurred by it in
compliance with such request or direction.


    
      
         


      

      
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    (j)           
In the absence of bad faith, negligence or willful misconduct on the part of the
Trustee, the Trustee shall not be responsible for the application of any money
by any Paying Agent other than the Trustee.

     

    (k)           No
provision of this Indenture shall be deemed to impose any duty or obligation on
the Trustee to perform any act or acts, receive or obtain any interest in
property or exercise any interest in property, or exercise any right, power,
duty or obligation conferred or imposed on it in any jurisdiction in which it
shall be illegal, or in which the Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, to receive or
obtain any such interest in property or to exercise any such right, power, duty
or obligation; and no permissive or discretionary power or authority available
to the Trustee shall be construed to be a duty.

     

    Section
7.2.  Rights
of Trustee.  Subject to the provisions of Section 7.1:

     

    (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 any document believed by
it to be genuine and to have been signed or presented by the proper party or
parties.  The Trustee need not investigate any fact or matter stated
in the document.

     

    (b)           Whenever
in the administration of this Indenture, the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder at the direction of the Company or any Note Guarantor, the
Trustee may require an Officers’ Certificate or an Opinion of
Counsel.  The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on an Officers’ Certificate or Opinion
of Counsel.

     

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

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its discretion or its rights
or powers conferred upon it by this Indenture; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or gross
negligence.

     

    (e)           The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in reliance thereon.


    
      
         


      

      
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    (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 Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

     

    (g)           The
Trustee shall not be deemed to have notice or be charged with knowledge of any
Default or Event of Default unless written notice of any event which is in fact
such a Default is received by a Trust Officer of the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

     

    (h)           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 to
each agent, custodian and other Person employed to act hereunder.

     

    (i)           
The Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any Person authorized to sign an Officers’
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded.

     

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

     

    (k)           Anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including but not limited to loss of profit), even if the Trustee
has been advised as to the likelihood of such loss or damage and regardless of
the form of action.

     

    (l)           The
Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused,
directly or indirectly, by circumstances beyond its control, including, without
limitation, any provision of any future law or regulation or any future act of
any governmental authority, acts of God; earthquakes; fire; flood; terrorism;
wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or
communication services; accidents; labor disputes; acts of civil or military
authority and governmental action.

     

    Section
7.3.  Individual Rights of
Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company, the Note Guarantors or any of their Affiliates with the same rights it
would have if it were not Trustee.  Any Authenticating Agent, Paying
Agent, Registrar or co-Registrar or any other agent of the Company may do the
same with like rights.  However, the Trustee must comply with Sections 7.10 and
7.11.


    
      
         


      

      
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    Section
7.4.  Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity, sufficiency or adequacy of this Indenture
or the Notes.  The Trustee or any Authenticating Agent shall not be
accountable for the Company’s use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Company in this Indenture, including
the recitals contained therein, or in any document issued in connection with the
sale of the Notes or in the Notes other than the Trustee’s certificate of
authentication, and the Trustee assumes no responsibility for their
correctness.  The Trustee shall have no duty to see to the performance
or observance of or to perform or observe any of the covenants and agreements on
the part of the Company, any Note Guarantor or any other Person to be performed
or observed.

     

    Section
7.5.  Notice
of Defaults.  If a Default or Event of Default occurs and is
continuing and if a Trust Officer has actual knowledge thereof, the Trustee
shall transmit by first-class mail to each Holder, as their names and addresses
appear in the Note Register, notice of the Default or Event of Default within
90 days after the
occurrence thereof.  Except in the case of a Default or Event of
Default in payment of principal of, premium (including Additional Amounts) or
interest (including Additional Interest, if any) on any Note (including payments
pursuant to the optional redemption or required repurchase provisions of such
Note, if any), the Trustee may withhold the notice if and so long as the board
of directors, the executive committee or a trust committee of directors or Trust
Officers of the Trustee in good faith determines that withholding the notice is
in the interests of the Holders of Notes and, in the case of a Default under
Section
6.1(a)(2) with respect to the Notes, the Trustee is not required to give
such notice to Holders until the expiration of the 30-day grace period specified
in such Section
6.1(a)(2).

     

    Section
7.6.  Reports by Trustee to
Holders.  The Trustee shall comply with TIA
§ 313.  The Company agrees to notify promptly the Trustee
whenever the Notes become listed on any stock exchange and of any delisting
thereof.

     

    Section
7.7.  Compensation and
Indemnity.  (a)  The Company and each Note Guarantor
shall jointly and severally pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and all services rendered by
it hereunder as the Company and the Trustee shall from time to time agree in
writing.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and
mailing of notices to Holders and reasonable costs of counsel retained by the
Trustee in connection with the delivery of an Opinion of Counsel or otherwise,
in addition to the compensation for its services.  Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of
the Trustee’s agents, counsel, accountants and experts.


    
      
         


      

      
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    (b)           The
Company and each Note Guarantor shall jointly and severally indemnify each of
the Trustee or any predecessor Trustee and their officers, agents, directors and
employees for, and hold them harmless against, any and all loss, damages,
claims, liability or expenses (including reasonable attorneys’ fees and expenses
and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee)) incurred by it without gross negligence, willful misconduct or
bad faith on its part in connection with the acceptance and administration of
this trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Indenture (including this Section 7.7) and
of defending itself against any claims (whether asserted by any Holder, the
Company, any Note Guarantor or otherwise).  The Trustee shall notify
the Company and each Note Guarantor promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder.  The Company shall
defend the claim and the Trustee may have one separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel provided that the
Company shall not be required to pay such fees and expenses if it assumes the
Trustee’s defense, and, in the reasonable judgment of outside counsel to the
Trustee, there is no conflict of interest between the Company and the Trustee in
connection with such defense.  The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, gross negligence or bad
faith.

     

    (c)           To
secure the Company’s payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Notes on all money and property held or
collected by the Trustee other than money and property held in trust to pay
principal of, premium (including Additional Amounts), if any, and interest
(including Additional Interest, if any) on particular Notes.

     

    (d)           The
Company’s payment obligations pursuant to this Section 7.7 shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee.  When the Trustee incurs expenses after the
occurrence of a Bankruptcy Event of Default, the expenses are intended to
constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not
affect the Trustee’s rights as set forth in this Section 7.7 or
Section 6.10.

     

    (e)           “Trustee”
for purposes of this Section 7.7 shall
include any predecessor Trustee; provided, however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the
rights of any other Trustee hereunder.

     

    Section
7.8.  Replacement of
Trustee.  (a)  The Trustee or any successor hereunder
may resign at any time by so notifying the Company.  The Holders of a
majority in principal amount of the Outstanding Notes may remove the Trustee by
so notifying the Trustee and may appoint a successor Trustee reasonably
acceptable to the Company.  The Company shall remove the Trustee
if:

     

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

     

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

     

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

     

    (4)           the
Trustee otherwise becomes incapable of acting.


    
      
         


      

      
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    (b)           If
the Trustee resigns or is removed by the Company or by the Holders of a majority
in principal amount of the Outstanding Notes, or if a vacancy exists in the
office of the Trustee for any reason (the Trustee in such event being referred
to herein as the “retiring Trustee”), the Company shall promptly appoint a
successor Trustee.

     

    (c)           A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.7;
provided all sums owing
to the retiring Trustee hereunder have been paid.

     

    (d)          
If a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in
principal amount of the Outstanding Notes may petition, at the Company’s
expense, any court of competent jurisdiction for the appointment of a successor
Trustee.

     

    (e)           If
the Trustee fails to comply with Section 7.10,
any Holder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

     

    (f)            Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7
shall continue for the benefit of the retiring Trustee.

     

    Section
7.9.  Successor Trustee by
Merger.  (a)  If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

     

    (b)           In
case at the time such successor or successors to the Trustee shall succeed to
the trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

     

    Section
7.10.  Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of TIA § 310(a).  The Trustee shall have a combined
capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition.  The Trustee shall comply with
TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.


    
      
         


      

      
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    Section
7.11.  Preferential Collection of
Claims Against Company.  The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated.

     

    Section
7.12.  Appointment of
Co-Trustees.  At any time or times, for the purpose of meeting
the legal requirements of any applicable jurisdiction, each of the Company and
the Trustee shall have power to appoint, and, upon the written request of the
Trustee or of the Holders of at least 25% in principal amount of the Notes then
Outstanding, the Company and each applicable Note Guarantor shall for such
purpose join with the Trustee in the execution and delivery of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee and, if no Event of Default shall have occurred and be continuing,
by the Company either to act as co-trustee, jointly with the Trustee, or to act
as separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section
7.12.  If the Company or any applicable Note Guarantor does not
join in such appointment within fifteen days after the receipt by it of a
request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such
appointment.

     

    Should
any written instrument or instruments from the Company or any Note Guarantor be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company and/or such Note Guarantor.

     

    Every
co-trustee or separate trustee shall, to the extent permitted by law and
applicable regulation, but to such extent only, be appointed subject to the
following conditions:

     

    (1)           the
Notes shall be authenticated and delivered, and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the
Trustee hereunder, shall be exercised solely, by the Trustee;

     

    (2)           the
rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed either by the Trustee or by
the Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law or applicable regulation of any
jurisdiction in which any particular act is to be performed the Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee, but solely at the direction of the
Trustee;


    
      
         


      

      
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    (3) 
         the Trustee at any time, by an instrument in
writing executed by it, with the concurrence of the Company, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section 7.12,
and, if an Event of Default shall have occurred and be continuing, the Trustee
shall have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company.  The Company and
each applicable Note Guarantor shall join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to effectuate
such resignation or removal.  A successor to any co-trustee or separate
trustee so resigned or removed may be appointed in the manner provided in this
Section 7.12;
and

     

    (4) 
         neither the Trustee nor any co-trustee or
separate trustee hereunder shall be personally liable by reason of any act or
omission of any other trustee hereunder.

     

    Every
instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VII. 
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee.  Every such instrument shall be filed with the
Trustee.

     

    Any
separate trustee or co-trustee may at any time constitute the Trustee its agent
or attorney-in-fact with full power and authority, to the extent not prohibited
by law and applicable regulations, to do any lawful act under or in respect of
this Indenture on its behalf and in its name.  If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
his, her or its estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Trustee, to the extent permitted by law and applicable
regulations, without appointment of a new or successor trustee.

    


    ARTICLE
VIII

     

    DEFEASANCE;
DISCHARGE OF INDENTURE

     

    Section
8.1.  Legal
Defeasance and Covenant Defeasance.

     

    (a) 
         The Company may, at its option, at any time,
elect to have either Section 8.1(b) or
(c) be applied
to all Outstanding Notes upon compliance with the conditions set forth in Section
8.2.

     

    (b) 
         Upon the Company’s exercise under paragraph
(a) hereof of the option applicable to this paragraph (b), the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.2, be
deemed to have been discharged from its obligations with respect to all
Outstanding Notes on the date all of the conditions set forth in Section 8.2
(including Section 8.2(4)(B))
are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that the
Company 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 8.3 hereof
and the other Sections of this Indenture referred to in clause (i) or (ii) of
Section 8.1(b),
and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions, which shall survive until otherwise terminated or
discharged hereunder:


    
      
         


      

      
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    (i) 
          the rights of Holders of Outstanding Notes to
receive solely from the trust fund described in Section 8.3, and
as more fully set forth in Section 8.3,
payments in respect of the principal of, premium (including Additional
Interest), if any, and interest (including Additional Interest, if any) on such
Notes when such payments are due,

     

    (ii) 
         the Company’s obligations with respect to such
Notes under Article II and
Section 3.2,

     

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

     

    (iv) 
        this Article VIII.

     

    Subject
to compliance with this Article VIII, the
Company may exercise its option under this paragraph (b) notwithstanding
the prior exercise of its option under Section
8.1(c).

     

    (c) 
         Upon the Company’s exercise under Section 8.1(a) of the
option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the applicable conditions set forth in Section 8.2, be
released from its obligations under the covenants contained in Section 3.4, Section 3.5, Sections 3.8 through
3.22, clauses
(2) and (4) of Section
4.1(a), Sections 4.1(b) and
(c) and Section 10.7 hereof
with respect to the Outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes 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 Outstanding for all other purposes hereunder (it being
understood that such Notes shall not be deemed Outstanding for accounting
purposes).  For this purpose, such Covenant Defeasance means that, with
respect to the Outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event or Default under
Sections 6.1(a)(3), (4), (5) (solely with
respect to the covenants that are released upon a Covenant Defeasance), (6), (7) and (9) hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.

     

    Section
8.2.  Conditions
to Defeasance.  The Company may exercise its Legal Defeasance option
or its Covenant Defeasance option only if:

     

    (1) 
         the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S.
Government Obligations, or a combination thereof, in such amounts as will be
sufficient without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants, to pay the principal of, premium (including
Additional Amounts), if any, and interest (including Additional Interest, if
any) on the Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be;


    
      
         


      

      
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    (2) 
         in the case of Legal Defeasance, the Company
has delivered to the Trustee an Opinion of Counsel from counsel in the United
States who is reasonably acceptable to the Trustee and independent of the
Company to the effect that, subject to customary assumptions and
exclusions:

     

    (A) 
        the Company 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 U.S. federal income tax law,

     

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

     

    (3) 
         in the case of Covenant Defeasance, the
Company has delivered to the Trustee an Opinion of Counsel from counsel in the
United States who is reasonably acceptable to the Trustee to the effect that,
subject to customary assumptions and exclusions the Holders will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
Covenant Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

     

    (4) 
         in the case of Legal Defeasance or Covenant
Defeasance, the Company has delivered to the Trustee:

     

    (A) 
    an Opinion of Counsel from counsel in Canada who is reasonably
acceptable to the Trustee to the effect that, subject to customary assumptions
and exclusions based upon Canadian federal or provincial law then in effect,
Holders will not recognize income, gain or loss for Canadian federal or
provincial tax purposes, including withholding tax except for withholding tax
then payable on interest payments due, as a result of Legal Defeasance or
Covenant Defeasance, as the case may be, and will be subject to Canadian federal
or provincial taxes on the same amounts and in the same manner and at the same
time as would have been the case if such Legal Defeasance or Covenant
Defeasance, as the case may be, had not occurred; or

     

    (B) 
     a ruling directed to the Trustee received from the federal
or provincial tax authorities of Canada and the relevant province thereof to the
same effect as the Opinion of Counsel described in clause (A)
above;


    
      
         


      

      
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    (5) 
         no Default or Event of Default shall have
occurred and be continuing on the date of the deposit pursuant to clause (1) of
this Section
8.2 (except any Default or Event of Default resulting from the failure to
comply with Section
3.8 as a result of the borrowing of the funds required to effect such
deposit and the granting of Liens in connection therewith) and the Trustee has
received Officers’ Certificates to such effect on the date of such
deposit;

     

    (6) 
         the Trustee has received an Officers’
Certificate stating that such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a Default under this Indenture
or any other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     

    (7) 
         the Company has delivered to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders over any other creditors of the Company or
any Subsidiary of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or
others;

     

    (8) 
         the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions and exclusions) from counsel who is reasonably
acceptable to the Trustee, each stating that all conditions precedent provided
for or relating to the Legal Defeasance or the Covenant Defeasance have been
complied with; and

     

    (9) 
         the Company has delivered to the Trustee an
Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions) from counsel reasonably who is acceptable to the
Trustee, to the effect that after the 123rd day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.

     

    Section
8.3.  Application
of Trust Money.  The Trustee shall hold in trust all U.S. Legal
Tender and U.S. Government Obligations (including in each case proceeds thereon)
deposited with it pursuant to this Article VIII. 
It shall apply the deposited U.S. Legal Tender or U.S. Government Obligations
(including in each case proceeds thereon) through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on
the Notes.

     

    Section
8.4.  Repayment
to Company.  (a)  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them (including in each case proceeds thereon) upon payment of all the
obligations under this Indenture.

     

    (b) 
         Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal of, premium or interest on the
Notes that remains unclaimed for two years, and, thereafter, Holders entitled to
the money must look to the Company for payment as general
creditors.


    
      
         


      

      
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    Section
8.5.  Indemnity
for U.S. Government Obligations.  The Company shall pay and shall
indemnify the Trustee against any tax (other than tax on income resulting from
the Trustee’s services), fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.

     

    Section
8.6.  Reinstatement. 
If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government Obligations in accordance with this Article VIII by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender or U.S. Government Obligations in accordance with this Article VIII;
provided, however,
that, if the Company has made any payment of principal of, premium (including
Additional Amounts), if any, and interest (including Additional Interest, if
any) on any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.

     

    Section
8.7.  Satisfaction and
Discharge.  This Indenture will be discharged and will cease to be
of further effect (except as to surviving rights of registration of transfer or
exchange of the Notes and as otherwise expressly provided for in this Indenture)
as to all Outstanding Notes when:

     

    (a) 
         either:

     

    (1) 
         all the Notes theretofor executed,
authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofor been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust) have been delivered to the
Trustee for cancellation; or

     

    (2) 
         all Notes not theretofor delivered to the
Trustee for cancellation have become due and payable by reason of the making of
a notice of redemption or otherwise, will become due and payable within one year
or are to be called for redemption within one year, and the Company has
irrevocably deposited or caused to be deposited with the Trustee U.S. Legal
Tender or U.S. Government Obligations sufficient without reinvestment, in the
opinion of a nationally recognized firm of independent public accountants, to
pay and discharge the entire indebtedness (including all principal, premium and
interest to the date of deposit) on the Notes not theretofor delivered to the
Trustee for cancellation, together with irrevocable instructions from the
Company directing the Trustee to apply such funds to the payment of such
Notes;


    
      
         


      

      
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    (b) 
         the Company has paid all other sums payable
under this Indenture and the Notes by it; and

     

    (c) 
         the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel each stating that all conditions
precedent under this Indenture relating to the satisfaction and discharge of
this Indenture have been complied with.

     

    ARTICLE
IX

     

    AMENDMENTS

     

    Section
9.1.  Without
Consent of Holders.  (a)  The Company, the Note Guarantors and
the Trustee may amend or supplement this Indenture, any Note Guarantee or the
Notes without notice to or consent of any Holder:

     

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

     

    (2) 
         to comply with Article IV in respect
of the assumption by a Successor Company of the obligations of the Company under
the Notes and this Indenture;

     

    (3) 
         to provide for uncertificated Notes in
addition to or in place of Certificated Notes; provided, however, that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code;

     

    (4) 
         to add Note Guarantees with respect to the
Notes or to secure the Notes;

     

    (5) 
         to add to the covenants of the Company or the
Note Guarantors for the benefit of the Holders or to surrender any right or
power herein conferred upon the Company or the Note Guarantors;

     

    (6) 
         to comply with any requirements of the
Commission in connection with qualifying this Indenture under the TIA, if this
Indenture is to be so qualified;

     

    (7) 
         to make any change that does not adversely
affect the rights of any Holder in any material respect;

     

    (8) 
         to provide for the issuance of the Exchange
Notes, which will be treated, together with any other Outstanding Notes, as a
single issue of securities;

     

    (9) 
         to provide for the issuance of Additional
Notes as permitted by Sections 2.2(c)
and Section
2.14, which will be treated, together with any other Outstanding Notes,
as a single issue of securities;

     

    (10) 
       to conform the text of this Indenture, Note
Guarantees or the Notes to any provision of the “Description of Notes” section
of the Offering Circular to the extent that such provision in such “Description
of Notes” section was intended to be a verbatim recitation of a provision of
this Indenture, the Note Guarantees or the Notes; or


    
      
         


      

      
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    (11) 
       to make any amendment to the provisions of this
Indenture relating to the transfer and legending of Notes as permitted by this
Indenture, including, without limitation, to facilitate the issuance and
administration of the Notes; provided, however, that (i) compliance
with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities laws and (ii) such
amendment does not materially and adversely affect the rights of Holders to
transfer Notes.

     

    (b) 
         After an amendment or supplement under this
Section 9.1
becomes effective, the Company shall mail to Holders a notice briefly describing
such amendment.  The failure to give such notice to all Holders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section
9.1.

     

    Section
9.2.  With
Consent of Holders.  (a)  The Company, the
Note Guarantors and the Trustee may amend or supplement this Indenture or the
Notes without notice to any Holder but with the written consent of the Holders
of at least a majority in principal amount of the then Outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes).  Subject to Section 6.4, the
Holder or Holders of a majority in aggregate principal amount of the Outstanding
Notes may waive compliance by the Company and the
Note Guarantors with any provision of this Indenture or the Notes. 
However, without the consent of each Holder affected, an amendment may
not:

     

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

     

    (2) 
         reduce the rate of or change or have the
effect of changing the time for payment of interest, including Defaulted
Interest, if any, and Additional Interest, if any, on any Notes or change in any
adverse respect the obligation of the Company and the Note Guarantors to pay
Additional Amounts;

     

    (3) 
         reduce the principal of or change or have the
effect of changing the Stated Maturity of any Notes, or change the date on which
any Notes may be subject to redemption, or reduce the redemption price therefor
as set forth in Article
V;

     

    (4) 
         make any Notes payable in money other than
that stated in the Notes;

     

    (5) 
         make any change in the provisions of this
Indenture entitling each Holder to receive payment of principal of, premium, if
any, and interest on such Notes on or after the due date thereof or to bring
suit to enforce such payment, or permitting Holders of a majority in principal
amount of Outstanding Notes to waive Defaults or Events of Default;

     

    (6) 
         eliminate or modify in any manner the
obligations of a Note Guarantor with respect to its Note Guarantee, which
adversely affects Holders in any material respect, except contemplated in this
Indenture; or


    
      
         


      

      
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    (7) 
         make any changes in the provisions of Section 3.22 that
adversely affects the rights of any Holder or amend the terms of the Notes in a
way that would result in a loss of exemption from Taxes.

     

    (b) 
         It shall not be necessary for the consent of
the Holders under this Section 9.2 to
approve the particular form of any proposed amendment, supplement or waiver but
it shall be sufficient if such consent approves the substance
thereof.

     

    (c) 
         After an amendment, supplement or waiver under
this Section
9.2 becomes effective, the Company shall mail to Holders a
notice briefly describing such amendment, supplement or waiver.  The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment, supplement or waiver under this
Section
9.2.

     

    Section
9.3.  Compliance
with Trust Indenture Act.  Every amendment to this Indenture or the
Notes shall comply with the TIA as then in effect.

     

    Section
9.4.  Revocation
and Effect of Consents and Waivers.  (a)  A consent to an
amendment, supplement or waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the
same debt as the consenting Holder’s Note, even if notation of the consent or
waiver is not made on the Note.  However, any such Holder or subsequent
Holder may revoke the consent or waiver as to such Holder’s Note or portion of
such Note if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.  After an amendment,
supplement or waiver becomes effective, it shall bind every Holder, except as
otherwise provided in this Article IX.  An
amendment, supplement or waiver shall become effective upon receipt by the
Trustee of the requisite number of written consents under Section
9.2.

     

    (b) 
         The Company may, but shall not be
obligated to, fix a record date, which need not be the date provided in TIA §
316(c) to the extent it would otherwise be applicable, for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date.  No such consent shall be valid or effective for more than 90 days
after such record date.

     

    Section
9.5.  Notation on
or Exchange of Notes.  If an amendment or supplement changes the
terms of a Note, the Trustee may require the Holder of the Note to deliver it to
the Trustee.  The Trustee may place an appropriate notation on the Note
regarding the changed terms and return it to the Holder.  Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note
will execute and upon Company Order the Trustee will authenticate and make
available for delivery a new Note that reflects the changed terms.  Failure
to make the appropriate notation or to issue a new Note shall not affect the
validity of such amendment or supplement.


    
      
         


      

      
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    Section
9.6.  Trustee to
Sign Amendments and Supplements.  The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee.  If it does, the Trustee may but
need not sign it.  In signing such amendment, supplement or waiver, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Sections 7.1 and
7.2) shall be
fully protected in relying upon an Opinion of Counsel and an Officers’
Certificate stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture and that all conditions precedent to the execution
of such amendment, supplement or waiver have been complied with.

    


    ARTICLE
X

     

    NOTE
GUARANTEES

     

    Section
10.1.  Note
Guarantees.  (a)  Each Note Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, to the extent permitted by law, jointly and severally with each other
Note Guarantor, to each Holder and the Trustee, the full and punctual payment
when due, whether at maturity, by acceleration, by redemption or otherwise, of
the Obligations (such guaranteed Obligations, the “Guaranteed
Obligations”).  Each Note Guarantor further agrees that its Note
Guarantee herein constitutes a guarantee of payment when due (and not a
guarantee of collection) and agrees to pay, in addition to the amounts stated in
Section
10.1(f), any and all expenses (including reasonable counsel fees and
expenses) incurred by the Trustee or the Holders in enforcing or exercising any
rights under any Note Guarantee.

     

    (b) 
         In no event shall the Trustee or the Holders
be obligated to take any action, obtain any judgment or file any claim prior to
enforcing or exercising any rights under any Note Guarantee.

     

    (c) 
         The Note Guarantors hereby agree, to the
extent permitted by law, that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company or any Note Guarantor, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Note Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company or any Note
Guarantor, any right to require a proceeding or to exercise any right or remedy
first against the Company or any Note Guarantor, protest, notice and all demands
whatsoever and covenant that this Note Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

     

    (d) 
         Except as provided in Section 10.2, the
Obligations of each Note Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason other than
payment of the Guaranteed Obligations in full.


    
      
         


      

      
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    (e) 
         Each Note Guarantor further agrees that its
Note 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,
premium (including Additional Amounts), if any, or interest (including
Additional Interest, if any) on any of the Guaranteed Obligations is rescinded
or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise.

     

    (f) 
         In furtherance of the foregoing and not in
limitation of any other right which the Trustee or any Holder has at law or in
equity against each Note Guarantor by virtue hereof, upon the failure of the
Company to pay any of the Guaranteed Obligations when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise,
each Note
Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount
equal to the sum of:

     

    (i) 
          the unpaid amount of such Guaranteed
Obligations then due and owing; and

     

    (ii) 
         accrued and unpaid interest on such Guaranteed
Obligations then due and owing (but only to the extent not prohibited by
law);

     

    provided that any delay by
the Trustee in giving such written demand shall in no event affect any Note
Guarantor’s obligations under its Note Guarantee.

     

    (g) 
         Each Note Guarantor further agrees that, as
between such Note Guarantor, on the one hand, and the Holders, on the other
hand:

     

    (i)
           the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in this Indenture
for the purposes of its Note Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby; and

     

    (ii) 
         in the event of any such declaration of
acceleration of such Guaranteed Obligations, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Note Guarantor for the purposes of its Note Guarantee.

     

    Section
10.2.  Limitation
on Liability; Termination, Release and Discharge.

     

    (a) 
         Each Note Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such parties
that the Note Guarantee of such Note Guarantor not constitute fraudulent
transfer or conveyance for purposes of any Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal, state, Canadian or provincial law, or law of the jurisdiction of
incorporation or formation of such Note Guarantor, to the extent applicable to
such Note Guarantor’s Note Guarantee (collectively, the “Applicable
Provisions”).  To effectuate the foregoing Applicable Provisions,
the Obligations of each Note Guarantor hereunder will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Note Guarantor and after giving effect to any collections
from or payments made by or on behalf of any other Note Guarantor in respect of
the Obligations of such other Note Guarantor under its Note Guarantee or
pursuant to its contribution Obligations under this Indenture, result in the
Obligations of such Note Guarantor under its Note Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under any Applicable
Provisions.


    
      
         


      

      
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    (b)         
 A Note Guarantor will be released and relieved of its Obligations under
its Note Guarantee in the event that:

     

    (1) 
         there is a Legal Defeasance or Covenant
Defeasance of the Notes as set forth under Section 8.1 or the
discharge of the Company’s Obligations in accordance with the terms of this
Indenture;

     

    (2) 
         (A) there is a sale or other disposition of
Capital Stock of such Note Guarantor following which such Note Guarantor is no
longer a direct or indirect Subsidiary of the Company or (B) in the case of a
Note Guarantor whose assets and operations are not material to the Company and
its Restricted Subsidiaries taken as a whole, upon or immediately prior to the
commencement of liquidation or dissolution proceedings of such Note Guarantor,
so long as its assets are to be distributed to the Company and its Restricted
Subsidiaries pursuant to such proceedings; or

     

    (3) 
         such Note Guarantor is designated as an
Unrestricted Subsidiary in accordance with Section
3.19;

     

    provided that the transaction
is carried out in accordance with all other applicable provisions of this
Indenture.

     

    Section
10.3.  Guarantors
May Consolidate, etc. on Certain Terms.  Each Note Guarantor will
not, and the Company will not cause or permit any Note Guarantor to, consolidate
with or merge into, or sell or dispose of all or substantially all of its assets
to, any Person (other than the Company) that is not a Note Guarantor
unless:

     

    (1) 
         such Person (if such Person is the surviving
entity) assumes all of the Obligations of such Note Guarantor in respect of its
Note Guarantee by executing a supplemental indenture and providing the Trustee
with an Officers’ Certificate and Opinion of Counsel each stating that such
consolidation, merger or transfer complies with this Indenture, and such
transaction is otherwise in compliance with this Indenture;

     

    (2) 
         such Note Guarantee is to be released as
provided under Section
10.2(b); or

     

    (3) 
         such sale or other disposition of
substantially all of such Note Guarantor’s assets is made in accordance with the
provisions of Section
3.12.

     

    Section
10.4.  Right of
Contribution.  Each Note Guarantor that makes a payment or
distribution under a Note Guarantee will be entitled to a contribution from each
other Note Guarantor in a pro
rata amount, based on the net assets of each Note Guarantor determined in
accordance with GAAP.  The provisions of this Section 10.4
shall in no respect limit the Obligations and liabilities of each Note Guarantor
to the Trustee and the Holders and each Note Guarantor shall remain liable to
the Trustee and the Holders for the full amount guaranteed by such Note
Guarantor hereunder.


    
      
         


      

      
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    Section
10.5.  No
Subrogation.  Each Note Guarantor agrees that it shall not be
entitled to any right of subrogation in respect of any Guaranteed Obligations
until payment in full in cash or Cash Equivalents of all Obligations.  If
any amount shall be paid to any Note Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full
in cash or Cash Equivalents, such amount shall be held by such Note Guarantor in
trust for the Trustee and the Holders, segregated from other funds of such Note
Guarantor, and shall, forthwith upon receipt by such Note Guarantor, be turned
over to the Trustee in the exact form received by such Note Guarantor (duly
endorsed by such Note Guarantor to the Trustee, if required), to be applied
against the Obligations.

     

    Section
10.6  Evidence of
Note Guarantee.  To evidence its Note Guarantee set forth in Section 10.1, each
Note Guarantor hereby agrees to execute this Indenture with effect as of the
date hereof or, in the case of a Person becoming a Subsidiary Note Guarantor
pursuant to Section
10.7, to execute a supplemental indenture substantially in the form
attached as Exhibit
D.

     

    Section
10.7.  Additional
Note Guarantees.  The Company will cause any Person (whether a newly
created or acquired Person or an existing Restricted Subsidiary that is not
already a Note Guarantor) that becomes a Wholly Owned Subsidiary of the Company
(including upon a Revocation of the Designation of a Subsidiary as an
Unrestricted Subsidiary) (an “Additional Note
Guarantor”) to concurrently grant a guarantee (an “Additional Note
Guarantee”) of the Guaranteed Obligations under this Indenture and the
Notes to the same extent that the Note Guarantors have guaranteed the Guaranteed
Obligations under this Indenture and the Notes by executing a supplemental
indenture substantially in the form of Exhibit D and
providing the Trustee with an Officers’ Certificate and Opinion of Counsel;
provided, however, that each
Additional Note Guarantor will be automatically and unconditionally released and
discharged from its obligations under such Additional Note Guarantee only in
accordance with Section 10.2.

     

    ARTICLE
XI

     

    MISCELLANEOUS

     

    Section
11.1.  Notices. 
(a)  Any notice or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as
follows:

     

    if to the
Company or any Note Guarantor:

     

    
      c/o MDC Partners
Inc.

    

    
      950 Third
Avenue, 5th Floor

    

    
      New York,
New York 10022

    

    Attention: 
      General Counsel

    Telephone: 
    (646) 429-1803

    Facsimile:       
(212) 937-4365


    
      
         


      

      
        103

        
          

        

      

      
         


      

    


    if to the
Trustee:

     

    
      The
Bank of New York Mellon

    

    
      101
Barclay Street – 8W

    

    
      New York,
NY 10286

    

    Attention: 
     Corporate Trust Division - Corporate Finance
Unit

    Facsimile:       (212)
815-5704

     

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

     

    (b) 
         Any notice or communication mailed to a
registered Holder shall be mailed to the Holder at the Holder’s address as it
appears on the Note Register and shall be sufficiently given if so mailed within
the time prescribed.

     

    (c) 
         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, it is duly given, whether or not the addressee receives
it.

     

    (d) 
         Any notice or communication delivered to the
Company under the provisions herein shall constitute notice to the Note
Guarantors.

     

    (e) 
         If a notice or communication is mailed or
delivered in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it, except in the case of notices
or communications given to the Trustee, which shall be effective only upon
actual receipt by the Trustee at its Corporate Trust Office.

     

    (f) 
         The Trustee shall have the right, but shall
not be required, to rely upon and comply with instructions and directions sent
by e-mail, facsimile and other similar unsecured electronic methods by persons
believed by the Trustee to be authorized to give instructions and directions on
behalf of the Company.  The Trustee shall have no duty or obligation to
verify or confirm that the person who sent such instructions or directions is,
in fact, a person authorized to give instructions or directions on behalf of the
Company; and the Trustee shall have no liability for any losses, liabilities,
costs or expenses incurred or sustained by the Company as a result of such
reliance upon or compliance with such instructions or directions.  The
Company agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


    Section
11.2.  Communication by Holders
with Other Holders.  Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this
Indenture (including the Note Guarantees) or the Notes.  The Company, the
Note Guarantors, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    Section
11.3.  Certificate and Opinion as
to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:

     

    (1) 
         an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (2) 
         an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied
with.

     

    Section
11.4.  Statements
Required in Certificate or Opinion.  Each certificate or opinion,
including an Opinion of Counsel or Officers’ Certificate, with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

     

    (1) 
         a statement that the individual making such
certificate or opinion has read such covenant or condition;

     

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

     

    (3) 
         a statement that, in the opinion of such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

     

    (4) 
         a statement as to whether or not, in the
opinion of such individual, such covenant or condition has been complied
with.

     

    In giving
an Opinion of Counsel, counsel may rely as to factual matters on an Officers’
Certificate or on certificates of public officials.

     

    Section
11.5.  Rules by
Trustee, Paying Agent and Registrar.  The Trustee may make
reasonable rules for action by, or a meeting of, Holders.  The Registrar
and the Paying Agent may make reasonable rules for their functions.

     

    Section
11.6.  Legal
Holidays.  A “Legal Holiday” is a
day that is not a Business Day.  If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.  If a regular
record date is a Legal Holiday, the record date shall not be
affected.

     

    Section
11.7.  Governing
Law, Etc. (a)  THIS INDENTURE (INCLUDING EACH NOTE GUARANTEE) AND
THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.  THE PARTIES, AND EACH HOLDER BY ITS ACCEPTANCE OF A
NOTE, HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR EACH NOTE GUARANTEE OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


    
      
         


      

      
        105

        
          

        

      

      
         


      

    


    (b) 
         Each of the Company, the Note Guarantors and
each Holder by its acceptance of a Note hereby:

     

    (i) 
        agrees that any suit, action or proceeding against
it arising out of or relating to this Indenture (including the Note Guarantees)
or the Notes, as the case may be, may be instituted in any federal or state
court sitting in Borough of Manhattan, New York City,

     

    (ii) 
       waives to the fullest extent permitted by applicable
law, any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding, and any claim that any suit, action or
proceeding in such a court has been brought in an inconvenient
forum,

     

    (iii) 
      irrevocably submits to the non-exclusive jurisdiction of
such courts in any suit, action or proceeding,

     

    (iv) 
      agrees that final judgment in any such suit, action or
proceeding brought in such a court shall be conclusive and binding may be
enforced in the courts of the jurisdiction of which it is subject by a suit upon
judgment, and

     

    (v) 
       agrees that service of process by mail to the
addresses specified herein shall constitute personal service of such process on
it in any such suit, action or proceeding.

     

    (c) 
         The Company and the Note Guarantors have
appointed Corporation Service Company, 1133 Avenue of the Americas, Suite 3100,
New York, New York, 10036, as each of the their authorized agent (the “Authorized Agent”)
upon whom all writs, process and summonses may be served in any suit, action or
proceeding arising out of or based upon this Indenture or the Notes which may be
instituted in any federal or state court in the Borough of Manhattan, New York
City.  The Company and the Note Guarantors hereby represent and warrant
that the Authorized Agent has accepted such appointment and has agreed to act as
said agent for service of process, and the Company and the Note Guarantors agree
to take any and all action, including the filing of any and all documents, that
may be necessary to continue each such appointment in full force and effect as
aforesaid so long as the Notes remain outstanding.  The Company and the
Note Guarantors agree that the appointment of the Authorized Agent shall be
irrevocable so long as any of the Notes remain outstanding or until the
irrevocable appointment by the Company and the Note Guarantors of a successor
agent in the Borough of Manhattan, New York City as each of their authorized
agent for such purpose and the acceptance of such appointment by such
successor.  Service of process upon the Authorized Agent shall be deemed,
in every respect, effective service of process upon the Company and the Note
Guarantors.

     

    (d) 
         To the extent that any of the Company and the
Note Guarantors has or hereafter may acquire any immunity (sovereign or
otherwise) from any legal action, suit or proceeding, from jurisdiction of any
court or from set-off or any legal process (whether service or notice,
attachment in aid or otherwise) with respect to itself or any of its property,
the Company and the Note Guarantors hereby irrevocably waive and agree not to
plead or claim such immunity in respect of their obligations under this
Indenture or the Notes.


    
      
         


      

      
        106

        
          

        

      

      
         


      

    


    (e) 
         Nothing in this Section 11.7 shall
affect the right of the Trustee or any Holder to serve process in any other
manner permitted by law.

     

    Section
11.8.  No
Recourse Against Others.  An incorporator, director, officer,
employee, stockholder or controlling Person, as such, of the Company or any Note
Guarantor will not have any liability for any obligations of the Company or any
Note Guarantor under the Notes (including the Note Guarantees) or this Indenture
or for any claims 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
issuance of the Notes.

     

    Section
11.9.  Successors.  All
agreements of the Company and any Note Guarantor in this Indenture and the Notes
shall bind their respective successors.  All agreements of the Trustee in
this Indenture shall bind its successors.

     

    Section
11.10.  Duplicate
and Counterpart Originals.  The parties may sign any number of
copies of this Indenture.  One signed copy is enough to prove this
Indenture.  This Indenture may be executed in any number of counterparts,
each of which so executed shall be an original, but all of them together
represent the same agreement.

     

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

     

    Section
11.12.  Currency
Indemnity.

     

    (a) 
         U.S. Legal Tender is the sole currency of
account and payment for all sums payable by the Company and any Note Guarantor
under or in connection with the Notes or this Indenture, including
damages.  Any amount received or recovered in currency other than U.S.
Legal Tender in respect of the Notes (whether as a result of, or of the
enforcement of, a judgment or order of a court of any jurisdiction, in the
winding-up or dissolution of the Company, a Note Guarantor or any Subsidiary of
the Company or otherwise) by any Holder of the Notes in respect of any sum
expressed to be due to it from the Company or any Note Guarantor will only
constitute a discharge of them under the Notes and this Indenture only to the
extent of the U.S. Legal Tender amount which the recipient is able to purchase
with the amount so received or recovered in that other currency on the date of
that receipt or recovery (or, if it is not practicable to make that purchase on
that date, on the first date on which it is practicable to do so).  If that
U.S. Legal Tender amount is less than the U.S. Legal Tender amount expressed to
be due to the recipient under the Notes or this Indenture, the Company and any
Note Guarantor will indemnify and hold harmless the recipient against any loss
or cost sustained by such recipient in making any such purchase.  For the
purposes of this Section 11.12, it
will be prima facie
evidence of the such loss or cost sustained by a Holder as set forth in this
Section 11.12
for such Holder or the Trustee to certify in a manner satisfactory to the
Company (indicating the sources of information used) the loss such Holder
incurred in making any such purchase.


    
      
         


      

      
        107

        
          

        

      

      
         


      

    


    (b) 
         The indemnities of the Company and the Note
Guarantors contained in this Section 11.12, to the
extent permitted by law:  (i) constitute a separate and independent
obligation from the other obligations of the Company and the Note Guarantors
under this Indenture and the Notes; (ii) shall give rise to a separate and
independent cause of action against the Company and the Note Guarantors;
(iii) shall apply irrespective of any waiver granted by any Holder or the
Trustee from time to time (other than a waiver of the indemnities set forth in
this Section
11.12); and (iv) shall continue in full force and effect notwithstanding
any other judgment, order, claim or proof of claim for a liquidated amount in
respect of any sum due under the Notes or this Indenture or any other judgment
or order, or to the Trustee.

     

    Section
11.13.  Table of
Contents; Headings.  The table of contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.

     

    [Signature Pages
Follow]


    
      
         


      

      
        108

        
          

        

      

      
         


      

    

    


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

     

    
      
        	 
      	
                MDC PARTNERS
      INC.,

                as
      Company

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                / s / Michael Sabatino

              
	 
      	 
      	
                Name:
      Michael Sabatino

                Title:   Authorized
      Signatory

              
	 
      	 
      
	 
      	 
      
	 
      	
                ACCENT
      MARKETING SERVICES, LLC

                ASHTON
      POTTER CANADA INC.

                COMPUTER
      COMPOSITION OF CANADA INC.

                CPB
      ACQUISITION INC.

                CRISPIN
      PORTER & BOGUSKY LLC

                DOTGLU
      LLC

                HELLO
      ACQUISITION INC.

                KBP
      HOLDINGS LLC

                KIRSHENBAUM
      BOND & PARTNERS LLC

                MAXXCOM
      (USA) HOLDINGS INC.

                MAXXCOM
      INC. (ON)

                MAXXCOM
      INC. (US)

                MDC
      ACQUISITION INC.

                MDC
      CORPORATE (US) INC.

                MDC/KBP
      ACQUISITION INC.

                TARGETCOM
      LLC

                TC
      ACQUISITION INC.

                YAMAMOTO
      MOSS MACKENZIE, INC.

                ZG
      ACQUISITION INC.,

                each
      as Note Guarantor

              
	 
      	 
      
	 
      	
                By:

              	
                / s / Michael Sabatino

              
	 
      	 
      	
                Name:
      Michael Sabatino

                Title: 
      Authorized Signatory

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  THE
      BANK OF NEW YORK MELLON,

                  as
      Trustee

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  / s / Carlos R. Luciano

                
	 
      	 
      	
                  Name:
      Carlos R. Luciano

                  Title:
      Vice President

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A

     

    FORM OF
NOTE

     

    [Include the following legend for
Global Notes and all Notes that are Restricted Notes:

     

    THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX
PURPOSES.  THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS
1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  A
HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE
AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION
TO THE ISSUER AT THE FOLLOWING ADDRESS: MDC PARTNERS INC., 950 THIRD AVENUE, 5TH
FLOOR, NEW YORK, NEW YORK, 10022, ATTENTION: GENERAL COUNSEL.]

     

    [Include the following legend for
Global Notes only:

     

    THIS IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREINAFTER.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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.

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.]


    
      
         


      

      
        A -
1

        
          

        

      

      
         


      

    


    [Include the following legend on all
Notes that are Restricted Notes:

     

    THE SALE
OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), AND ACCORDINGLY, THIS NOTE MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER AGREES THAT (1) IT WILL NOT WITHIN THE LATER OF
(X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, AND (Y) 90
DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER
THE SECURITIES ACT) OF THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER
THE NOTE EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A
PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN
COMPLIANCE WITH RULE 144A; (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; (2) IT WILL COMPLY WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS; AND (3) IT WILL, PRIOR TO ANY TRANSFER OF THIS NOTE PURSUANT TO
CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL
ISSUANCE OF THE NOTES AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN
THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE
TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS THEY MAY REQUIRE PURSUANT TO THE INDENTURE AND MAY RELY UPON TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  IN ANY EVENT, NO
AFFILIATE OF THE ISSUER MAY PURCHASE OR SELL THESE NOTES PRIOR TO THE DATE THAT
IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES. THE
RESTRICTIONS SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER
THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, PROVIDED THAT ALL HOLDERS AFTER
SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER NOTES IN CONFORMITY WITH THE
REQUIREMENTS OF APPLICABLE SECURITIES LAWS.]

     

    [Include the following legend on all
Regulation S Temporary Global Notes:

     

    THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE
SECURITIES ACT.  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR AN INTEREST IN A PERMANENT
GLOBAL NOTE OR OTHER NOTE EXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED
IN THE INDENTURE.]


    
      
         


      

      
        A -
2

        
          

        

      

      
         


      

    

     

    FORM
OF FACE OF NOTE

     

    11%
Senior Notes due 2016

     

    
      
        	
                No.
      [___]

              	
                Principal
      Amount $[______________]

              


      

    

    


    [If the Note is a Global Note include
the following two lines:

    as
revised by the Schedule of Increases and

    Decreases
in Global Note attached hereto]

     

    CUSIP NO.
____________

     

    ISIN NO.
____________

     

    MDC
Partners Inc., a corporation continued under the laws of Canada (together with
its successors and assigns, the “Company”) promises to pay to
___________________, or registered assigns, the principal sum of
__________________ United States Dollars [If the Note is a Global Note, add
the following, as revised by the Schedule of Increases and Decreases in
Global Note attached hereto], on November 1, 2016.

     

    
      Interest
Payment Dates:  May 1 and November 1, commencing on May 1,
2010

    

    Record
Dates:                 
April 15 and October 15


    
      
         


      

      
        A -
3

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            	
                    MDC
      PARTNERS INC.

                  
	 
      
	
                    By: 

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

     

    
      TRUSTEE’S
CERTIFICATE OF

    

    
      AUTHENTICATION

    

     

    
      This is
one of the Notes referred to in the

    

    
      within-mentioned
Indenture.

    

     

    
      THE BANK
OF NEW YORK MELLON,

    

    
      as
Trustee

    

     

    
      
        
          
            	
                    By: 

                  	 
      	 
      	
                    Date: 

                  	 
      
	 
      	
                    Authorized
      Signatory

                  	 
      	 
      	 
      


          

        

      

    


    
      
         


      

      
        A -
4

        
          

        

      

      
         


      

    


    FORM
OF REVERSE SIDE OF NOTE

     

    11%
Senior Notes due 2016

     

    Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     

    1. 
         Interest

     

    MDC
Partners Inc., a corporation continued under the laws of Canada (together with
its successors and assigns, the “Company”) promises to pay interest
on the principal amount of this Note at the rate per annum shown
above.

     

    The
Company will pay interest semiannually in arrears on each Interest Payment Date
of each year commencing May 1, 2010; provided that if any such
Interest Payment Date is not a Business Day, then such payment shall be made on
the next succeeding Business Day.  Interest on the Notes will accrue from,
and including, the most recent date to which interest has been paid on the Notes
or, if no interest has been paid, from, and including, October 23, 2009; provided that if there is no
existing Default or Event of Default on the payment of interest, and if this
Note is authenticated between a Record Date referred to on the face hereof and
the next succeeding Interest Payment Date (but after October 23, 2009), interest
shall accrue from, and including, such next succeeding Interest Payment Date,
except in the case of the original issuance of Notes, in which case interest
shall accrue from, and including, October 23, 2009.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (“Defaulted
Interest”), without regard to any applicable grace period, at the then
applicable rate on the Notes.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     

    All
payments made by the Company in respect of the Notes will be made free and clear
of and without deduction or withholding for or on account of any Taxes imposed
or levied by or on behalf of any Taxing Authority, unless such withholding or
deduction is required by law or by the interpretation or administration
thereof.  In that event, the Company will pay to each Holder of the
Notes Additional Amounts as provided in the Indenture subject to the limitations
set forth in the Indenture.

     

    2.           Method of
Payment

     

    By at
least 10:00 a.m., New York City time, on the date on which any principal of or
interest on any Note is due and payable, the Company shall irrevocably deposit
with the Trustee or the Paying Agent money sufficient to pay such principal
and/or interest.  The Company will pay interest (except Defaulted
Interest) on the applicable Interest Payment Date to the Persons who are
registered Holders of Notes at the close of business on the Record Date
preceding the Interest Payment Date even if Notes are canceled, repurchased or
redeemed after the Record Date and on or before the relevant Interest Payment
Date, except as provided in Section 2.13 with
respect to Defaulted Interest.  Holders must surrender Notes to a
Paying Agent to collect principal payments.  The Company will pay
principal and interest in U.S. Legal Tender.


    
      
         


      

      
        A -
5

        
          

        

      

      
         


      

    

    
      Payments
in respect of Notes represented by a Global Note (including principal and
interest) will be made by the transfer of immediately available funds to the
accounts specified by the DTC. The Company will make all payments in respect of
a Certificated Note (including principal and interest) by mailing a check to the
registered address of each registered Holder thereof as set forth in the Note
Register; provided,
however, that payments
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

       

      3.     Paying Agent and
Registrar

       

      Initially,
The Bank of New York Mellon, the Trustee under the Indenture, will act as
Trustee, Paying Agent and Registrar.  The Company may appoint and
change any Paying Agent, Registrar or co-Registrar without notice to any
Holder.  The Company, any Note Guarantor or any of their Affiliates
may act as Paying Agent, Registrar or co-Registrar.

       

      4.     Indenture

       

      The
Company issued the Notes under an Indenture, dated as of October 23, 2009 (as it
may be amended or supplemented from time to time in accordance with the terms
thereof, the “Indenture”), among
the Company, the Note Guarantors and the Trustee.  The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.  Each Holder, by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture, as amended or supplemented from time
to time.

       

      The Notes
are general unsecured obligations of the Company of which $225,000,000 in
aggregate principal amount will be initially issued on the Issue
Date.  Subject to the conditions set forth in the Indenture and
without the consent of the Holders, the Company may issue Additional
Notes.  All Notes will be treated as a single class of securities
under the Indenture.  The Indenture imposes certain limitations on,
among other things, the ability of the Company and its Restricted Subsidiaries
to:  Incur Indebtedness, make Restricted Payments, create Liens, make
Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with
Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge
or transfer or convey all or substantially all of the Company’s and its
Restricted Subsidiaries’ assets.


      
        
           


        

        
          A -
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      To
guarantee the due and punctual payment of the principal of, premium and interest
on the Notes and all other amounts payable by the Company under the Indenture
and the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, Accent Marketing Services, LLC, Ashton Potter Canada Inc.,
Computer Composition of Canada Inc., CPB Acquisition Inc., Crispin Porter &
Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, Kirshenbaum
Bond & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom
Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition
Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto Moss Mackenzie, Inc. and ZG
Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned
Subsidiary will unconditionally guarantee), jointly and severally, such
obligations pursuant to the terms of the Indenture.  Each Note
Guarantee will be subject to release as provided in the Indenture.

       

      The
obligations of each Note Guarantor in respect of its Note Guarantee will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Note Guarantor and after giving effect
to any collections from or payments made by or on behalf of any other Note
Guarantor in respect of the obligations of such other Note Guarantor under its
Note Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Note Guarantor under its Note Guarantee not
constituting a fraudulent conveyance, fraudulent transfer or similar illegal
transfer under federal or state law or the law of the jurisdiction of formation
or incorporation of such Note Guarantor.

       

      5.     Optional
Redemption

       

      (a)     Optional
Redemption.  Except as stated below, the Company may not redeem
the Notes prior to November 1, 2013.  The Company may redeem the
Notes, at its option, in whole at any time or in part from time to time, on and
after November 1, 2013, at the following redemption prices, expressed as
percentages of the principal amount thereof, if redeemed during the twelve-month
period commencing on November 1 of any year set forth below:

       

      
        
          
            
              	
                      Year

                    	 	
                      Percentage

                    	 
	
                      2013

                    	 	 	105.500	%
	
                      2014

                    	 	 	102.750	%
	
                      2015
      and thereafter

                    	 	 	100.000	%


            

          

        

      

       

      (b)     Make-Whole
Redemption.  At any time prior to November 1, 2013, the Company
may, at its option, redeem all or part of the Notes upon not less than 30 nor
more than 60 days’ prior notice at a redemption price equal to the sum of (i)
100% of the principal amount thereof, plus (ii) the Applicable
Premium as of the date of redemption, plus (iii) accrued and unpaid
interest and any Additional Interest, if any, to the date of
redemption.

       

      “Applicable Premium”
means, with respect to a Note at any date of redemption, the greater of (i) 1.0%
of the principal amount of such Note and (ii) the excess, if any, of (A) the
present value at such date of redemption of (1) the redemption price of such
Note on November 1, 2013 (such redemption price being described under this Section 5) plus (2) all remaining
required interest payments due on such Note through November 1, 2013 (excluding
accrued but unpaid interest to the date of redemption), computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (B) the
then-Outstanding principal amount of such Note.


      
        
           


        

        
          A -
7

          
            

          

        

        
           


        

      


      “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.

       

      (c)     Optional Redemption upon Equity
Offerings.  At any time, or from time to time, on or prior to
November 1, 2012, the Company may, at its option, use the net cash proceeds of
one or more Equity Offerings to redeem in the aggregate up to 35% of the
aggregate principal amount of the Notes issued under the Indenture at a
redemption price equal to 111% of the principal amount thereof; provided that:

       

      (1)     after
giving effect to any such redemption at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding;
and

       

      (2)     the
Company will make such redemption not more than 90 days after the consummation
of such Equity Offering.

       

      (d)     Optional Redemption for Changes in
Withholding Taxes.  The Company may at any time, at its option,
redeem, in whole but not in part, the outstanding Notes at a redemption price of
100% of the principal amount thereof plus accrued and unpaid interest to the
date of redemption if it has become or would become obligated to pay any
Additional Amounts (as defined in the Indenture) or any Reimbursement Payments
(as defined in the Indenture) in respect of the Notes as a result
of:

       

      (1)     any
change in or amendment to the laws (or regulations promulgated thereunder,
rulings, technical interpretations, interpretation bulletins or information
circulars) of any Taxing Authority (as defined in the Indenture);
or

       

      (2)     any
change in or amendment to any official position regarding the application,
administration or interpretation of such laws, regulations, rulings, technical
interpretations, interpretation bulletins or information circulars (including a
holding, judgment or order by a court of competent jurisdiction),

       

      which
change or amendment is announced or is effective on or after the Issue Date
(without regard to whether any Note Guarantor is or has been making any payments
under the Notes prior to, at or after the time such change or amendment is
announced or effective).

       

      It shall
be a condition to the Company’s right to redeem the Notes pursuant to the
provisions set forth in the immediately preceding paragraph that, prior to
giving any notice of redemption of the Notes, the Company shall have delivered
to the Trustee (a) an Officers’ Certificate stating that the Company has
determined in its reasonable judgment that the obligation to pay such Additional
Amounts or Reimbursement Payments cannot be avoided by the Company taking
reasonable measures available to it and (b) an Opinion of Counsel that the
circumstances described in the immediately preceding paragraph
exist.  No such notice of redemption may be given more than 90 days
before or more than 365 days after the Company first becomes liable (or, if
later, the earlier of the date on which it first becomes aware of its liability
or the date on which it reasonably should have become aware of its liability) to
pay any Additional Amounts or Reimbursement Payments as a result of a change or
amendment described above.


      
        
           


        

        
          A -
8

          
            

          

        

        
           


        

      

       

      (e)     Optional Redemption
Procedures.  In the case of any partial redemption, selection
of the Notes for redemption will be made in accordance with Article V of the
Indenture.  On and after the redemption date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company
has deposited with the Paying Agent funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

       

      6.     Mandatory Repurchase
Provisions

       

      (a)     Change Of Control
Offer.  Upon the occurrence of a Change of Control, each Holder
of Notes will have the right to require that the Company purchase all or a
portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof
(provided that the unpurchased portion will be in a denomination of at least
$2,000)) of the Holder’s Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest thereon through the
date of purchase; provided that the Company
will not be required to purchase Notes upon the occurrence of a Change of
Control in the event that it has exercised its right to redeem all of the Notes
in accordance with Section 5 hereof or if a third party makes the Change of
Control Offer subject to the conditions set forth in the
Indenture.  Within 30 days following the date upon which the Change of
Control occurred, the Company must make a Change of Control Offer pursuant to a
Change of Control Notice.  As more fully described in the Indenture,
the Change of Control Notice shall state, among other things, the Change of
Control Payment Date, which must be no earlier than 30 days nor later than 60
days from the date the notice is mailed, other than as may be required by
applicable law.

       

      (b)     Asset
Sale Offer.  The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to make Asset
Sales.  In the event the proceeds from a permitted Asset Sale exceed
certain amounts and are not applied as specified in the Indenture, the Company
will be required to make an Asset Sale Offer to purchase to the extent of such
remaining proceeds each Holder’s Notes together with holders of certain other
Indebtedness at 100% of the principal amount thereof, plus accrued and unpaid
interest thereon to the Asset Sale Offer Payment Date, as more fully set forth
in the Indenture.

       

      [Insert for Certificated
Notes:

       

      (c)     In
the event of repurchase of the Note pursuant to a Change of Control Offer or
Asset Sale Offer in part only, a new Note or Notes for the unpurchased portion
will be issued in the name of the Holder hereof upon cancellation
hereof.]


      
        
           


        

        
          A -
9

          
            

          

        

        
           


        

      


      8.     Denominations; Transfer;
Exchange

       

      The Notes
are in fully registered form without coupons, and only in denominations of
principal amount of $2,000 and any integral multiple 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 shall not be required to register the transfer or exchange of (i) (x)
any Note for a period beginning:  (1) 15 days before the mailing of a
notice of an offer to repurchase or redeem Notes and ending at the close of
business on the day of such mailing or (2) 15 days before an Interest Payment
Date and ending on such Interest Payment Date and (y) any Note selected for
repurchase or redemption, except the unrepurchased or unredeemed portion
thereof, if any.

       

      9.     Persons Deemed
Owners

       

      [for Certificated Notes, include the
following:

       

      Prior to
due presentment of this Note for registration or transfer, the Company, the Note
Guarantors, the Trustee, and any agent of the Company, the Note Guarantors, the
Trustee and any agent of the Company, the Note Guarantors, or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Company, the
Note Guarantors, the Trustee or any such agent shall be affect by notice to the
contrary.]

       

      [for Global Notes, include the
following:

       

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

       

      10.     Unclaimed
Money

       

      If money
for the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company and
not to the Trustee for payment.

       

      11.     Discharge Prior to
Redemption or Maturity

       

      Subject
to certain conditions set forth in the Indenture, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company  deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations for the payment of principal of and interest on the Notes
to redemption or maturity, as the case may be.


      
        
           


        

        
          A -
10

          
            

          

        

        
           


        

      


      12.     Amendment,
Waiver

       

      Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes
may be amended or supplemented with the written consent of the Holders of at
least a majority in principal amount of the then Outstanding Notes and (ii) any
default (other than with respect to nonpayment or in respect of a provision that
cannot be amended or supplemented without the written consent of each Holder
affected) or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the then
Outstanding Notes.  Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Notes in addition to or in place of
Certificated Notes, or to add Note Guarantees with respect to the Notes or to
secure the Notes, or to add additional covenants of the Company or the Note
Guarantors for the benefit of the Holders or surrender rights and powers
conferred on the Company or the Note Guarantors, or to comply with any
requirements of the Commission in connection with qualifying the Indenture under
the TIA, or to make any change that does not adversely affect the rights of any
Holder in any material respect, or to provide for the issuance of Exchange Notes
or Additional Notes, or to conform the text of the Indenture, Note Guarantees or
the Notes to any provision of the “Description of Notes” section of the Offering
Circular to the extent that such provision in such “Description of Notes”
section was intended to be a verbatim recitation of a provision of the
Indenture, the Note Guarantees or the Notes, or to make any amendment to the
provisions of the Indenture relating to the transfer and legending of Notes as
permitted by the Indenture, including, without limitation, to facilitate the
issuance and administration of the Notes; provided, however, that (i) compliance
with the Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities laws and (ii) such
amendment does not materially and adversely affect the rights of Holders to
transfer Notes.

       

      13.     Defaults and
Remedies

       

      If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of Outstanding Notes may declare all the Notes to
be due and payable immediately.  Certain events of bankruptcy or
insolvency are Events of Default, which will result in the Notes being due and
payable immediately upon the occurrence of such Events of Default.

       

      Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to enforce the Indenture or the
Notes unless it receives indemnity satisfactory to it.  Subject to
certain limitations, Holders of a majority in principal amount of the
Outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

       

      14.     Trustee Dealings with the
Company and the Note Guarantors

       

      Subject
to certain limitations set forth in the Indenture, 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 Company, any Note Guarantor or their Affiliates and may otherwise deal
with the Company, any Note Guarantor or their Affiliates with the same rights it
would have if it were not Trustee.  Any Paying Agent, Registrar or
co-Registrar may do the same with like rights.


      
        
           


        

        
          A -
11

          
            

          

        

        
           


        

      


      15.     No Recourse Against
Others

       

      An
incorporator, director, officer, employee, stockholder or controlling Person, as
such, of the Company or any Note Guarantor will not have any liability for any
obligations of the Company or any Note Guarantor under the Notes (including the
Note Guarantees) or this Indenture or for any claims 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 issuance of the
Notes.

       

      16.     Authentication

       

      This Note
shall not be valid until an authorized signatory of the Trustee (or an
Authenticating Agent) manually 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 entirety), 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 or ISIN
Numbers

       

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

       

      19.     Governing
Law

       

      This Note
shall be governed by, and construed in accordance with, the laws of the State of
New York.

       

      20.     Currency of
Account;  Conversion of Currency.

       

      U.S.
Legal Tender is the sole currency of account and payment for all sums payable by
the Company and the
Note Guarantors under or in connection with the Notes or the Indenture,
including damages.  The Company and the Note Guarantors will indemnify
the Holders as provided in respect of the conversion of currency relating to the
Notes and the Indenture.


      
        
           


        

        
          A -
12

          
            

          

        

        
           


        

      


      21.     Agent for
Service;  Submission to Jurisdiction;  Waiver of
Immunities.

       

      The
Company and the Note Guarantors have agreed that any suit, action or proceeding
against the Company brought by any Holder or the Trustee arising out of or based
upon the Indenture or the Notes may be instituted in any state or federal court
in the Borough of Manhattan, New York City, New York. The Company and the Note
Guarantors have irrevocably submitted to the non-exclusive jurisdiction of such
courts for such purpose and waived, to the fullest extent permitted by law,
trial by jury and any objection they may now or hereafter have to the laying of
venue of any such proceeding, and any claim they may now or hereafter have that
any proceeding in any such court is brought in an inconvenient forum. The
Company and the Note Guarantors have appointed Corporation Service Company as
each of their authorized agent upon whom all writs, process and summonses may be
served in any suit, action or proceeding arising out of or based upon the
Indenture or the Notes which may be instituted in any federal or state court in
the Borough of Manhattan, New York City. To the extent that any of the Company
and the Note Guarantors has or hereafter may acquire any immunity (sovereign or
otherwise) from any legal action, suit or proceeding, from jurisdiction of any
court or from set-off or any legal process (whether service or notice,
attachment in aid or otherwise) with respect to itself or any of its property,
each of the Company and the Note Guarantors has irrevocably waived and agreed
not to plead or claim such immunity in respect of their obligations under the
Indenture or the Notes.

       

      The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note in
larger type.  Requests may be made to:

       

      
        c/o MDC Partners
Inc.

      

      
        950 Third
Avenue, 5th Floor

      

      
        New York,
New York 10022

      

      Attention:      General
Counsel

      Telephone:    (646)
429-1803

      Facsimile:      (212)
937-4365


      
        
           


        

        
          A -
13

          
            

          

        

        
           


        

      


      [Include for Certificated Notes
only:

       

      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 Social Security or Tax I.D. No.)

       

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

       

      Date:____________________                    Your
Signature:_______________________

       

      
        Signature
Guarantee:__________________________________

      

      
        (Signature
must be guaranteed)

      

       

      
        
          
            

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

         

      

      The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to Exchange Act
Rule 17Ad-15.]


      
        
           


        

        
          A -
14

          
            

          

        

        
           


        

      


      [To be attached to Global Notes
only:

       

      SCHEDULE
A

       

      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

                                    signatory of Trustee or Note

                                    Custodian

                                  	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	
                                    
                                      ]

                                    

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          A -
15

          
            

          

        

        
           


        

      


      OPTION OF
HOLDER TO ELECT PURCHASE

       

      If you
want to elect to have this Note purchased by the Company pursuant to Section 3.12 or 3.21 of the
Indenture, check either box:

       

      
        
          
            	
                     ̈

                  	 
      	
                     ̈

                  
	
                    Section
      3.12

                  	 
      	
                    Section
      3.21

                  


          

        

      

       

      If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 3.12
or 3.21 of the
Indenture, state the principal amount (which must equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000) that you want to have purchased by the
Company: $_________________

      
         

      

      
        
          
            	Date:
      __________	
                    Your
      Signature ____________________________

                  
	 	
                    (Sign
      exactly as your name appears on the

                  
	 	
                    other
      side of the Note)

                  
	 	 
	
                    Signature Guarantee:

                  	
                    _______________________________________

                  
	 	
                    (Signature
      must be guaranteed)

                  


          

        

      

       

      The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to Exchange Act
Rule 17Ad-15.


      
        
           


        

        
          A -
16

          
            

          

        

        
           


        

      


      EXHIBIT B

       

      FORM OF CERTIFICATE FOR
TRANSFER PURSUANT TO REGULATION S

       

      [Date]

      The Bank
of New York Mellon

      101
Barclay Street – 8W

      New York,
NY 10286

      Attention:  Corporate
Trust Division - Corporate Finance Unit

       

      
        	
                 
      

              	
                Re:

              	
                11%
      Senior Notes due 2016 (the “Notes”) of MDC
      Partners Inc. (the “Company”)                              
                                                  

              	 


      

       

      Ladies
and Gentlemen:

       

      Reference
is hereby made to the Indenture, dated as of October 23, 2009 (as amended and
supplemented from time to time, the “Indenture”), among
the Company, the Note Guarantors named therein and The Bank of New York Mellon,
as Trustee.  Capitalized terms used but not defined herein shall have
the meanings given them in the Indenture.

       

      In
connection with our proposed sale of $________ aggregate principal amount of the
Notes, which represent an interest in a 144A Global Note beneficially owned by
the undersigned (“Transferor”), we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended (the “Securities Act”) and, accordingly, we represent
that:

       

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

       

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

       

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

       

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

       

      (e)           we
are the beneficial owner of the principal amount of Notes being
transferred.

       

      In
addition, if the sale is made during a Distribution Compliance Period and the
provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S
are applicable thereto, we confirm that such sale has been made in accordance
with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as
the case may be.


      
        
           


        

        
          B -
1

          
            

          

        

        
           


        

      

       

      You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this letter have the meanings
set forth in Regulation S.

       

      Very
truly yours,

       

      [Name of
Transferor]

       

      By:____________________________

       

      _______________________________

      Authorized
Signature


      
        
           


        

        
          B -
2

          
            

          

        

        
           


        

      


      EXHIBIT C

       

      FORM OF CERTIFICATION FOR
TRANSFER PURSUANT TO RULE 144

       

      [Date]

      The Bank
of New York Mellon

      101
Barclay Street – 8W

      New York,
NY 10286

      Attention:  Corporate
Trust Division - Corporate Finance Unit

       

      
        	
                 
      

              	
                Re:

              	
                11%
      Senior Notes due 2016 (the “Notes”) of MDC
      Partners Inc. (the “Company”)                                        
                                                               

              


      

       

      Ladies
and Gentlemen:

       

      Reference
is hereby made to the Indenture, dated as of October 23, 2009 (as amended and
supplemented from time to time, the “Indenture”), among
the Company, the Note Guarantors named therein and The Bank of New York Mellon,
as Trustee.  Capitalized terms used but not defined herein shall have
the meanings given them in the Indenture.

       

      In
connection with our proposed sale of $________ aggregate principal amount of the
Notes, which represent an interest in a 144A Global Note beneficially owned by
the undersigned (“Transferor”), we confirm that such sale has been effected
pursuant to and in accordance with Rule 144 under the Securities
Act.

       

      You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

       

      Very
truly yours,

       

      [Name of
Transferor]

       

      By:____________________________

       

      _______________________________

      Authorized
Signature


      
        
           


        

        
          C -
1

          
            

          

        

        
           


        

      


      EXHIBIT D

       

      FORM OF SUPPLEMENTAL
INDENTURE FOR ADDITIONAL NOTE GUARANTEE

       

      This
Supplemental Indenture, dated as of __________ (this “Supplemental
Indenture”), among [name of Additional Note Guarantor], a
________________ [corporation] [limited liability company] (the “New Note Guarantor”),
MDC Partners Inc., a corporation continued under the laws of Canada (together
with its successors and assigns, the “Company”), each other
Note Guarantor under the Indenture referred to below, and The Bank of New York
Mellon, a New York banking corporation, as Trustee under the Indenture referred
to below.

       

      WITNESSETH:

       

      WHEREAS,
the Company, the Note Guarantors and the Trustee have heretofore executed and
delivered an Indenture, dated as of October 23, 2009 (as amended, supplemented,
waived or otherwise modified, the “Indenture”),
providing for the issuance of 11% Senior Notes due 2016 of the Company (the
“Notes”);

       

      WHEREAS,
pursuant to Section 10.7 of the Indenture, the Company is required to cause each
Wholly Owned Subsidiary created or acquired by the Company to execute and
deliver to the Trustee an Additional Note Guarantee; and

       

      WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee, the Company and
existing Note Guarantors are authorized to execute and deliver this Supplemental
Indenture to supplement the Indenture, without the consent of any
Holder;

       

      NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Note
Guarantor, the Company, each other Note Guarantor and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:

       

      ARTICLE
I

      DEFINITIONS

       

      Section
1.1.  Defined
Terms.  Unless otherwise defined in this Supplemental
Indenture, terms defined in the Indenture are used herein as therein
defined.

       

      ARTICLE
II

      AGREEMENT TO BE BOUND;
GUARANTEE

       

      Section
2.1.  Agreement to be
Bound.  The New Note Guarantor hereby becomes a party to the
Indenture as a Note Guarantor and as such will have all of the rights and be
subject to all of the obligations and agreements of a Note Guarantor under the
Indenture.  The New Note Guarantor hereby agrees to be bound by all of
the provisions of the Indenture applicable to a Note Guarantor and to perform
all of the obligations and agreements of a Note Guarantor under the
Indenture.


      
        
           


        

        
          D -
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      Section
2.2.  Guarantee.  The
New Note Guarantor hereby fully, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, jointly and severally with each other
Note Guarantor, to each Holder of the Notes and the Trustee, the full and
punctual payment when due, whether at maturity, by acceleration, by redemption
or otherwise, of the Obligations, all as more fully set forth in Article X of the
Indenture.

       

      ARTICLE
III

      MISCELLANEOUS

       

      Section
3.1.  Notices.   Any
notice or communication delivered to the Company under the provisions of the
Indenture shall constitute notice to the New Note Guarantor.

       

       Section
3.2.  Parties.  Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the Holders and the Trustee, any legal
or equitable right, remedy or claim under or in respect of this Supplemental
Indenture or the Indenture or any provision herein or therein
contained.

       

      Section
3.3.  Governing Law
etc.  This Supplemental Indenture shall be governed by the
provisions set forth in Section 11.7 of
the Indenture.

       

      Section
3.4.  Severability.  In
case any provision in this Supplemental Indenture 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 and such
provision shall be ineffective only to the extent of such invalidity, illegality
or unenforceability.

       

      Section
3.5.  Ratification of Indenture;
Supplemental Indenture Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.  The Trustee makes
no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.

       

      Section
3.6.  Duplicate and Counterpart
Originals. The parties may sign any number of copies of this Supplemental
Indenture.  One signed copy is enough to prove this Supplemental
Indenture.  This Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be an original, but all of them
together represent the same agreement.

       

      Section
3.7.  Headings.  The
headings of the Articles and Sections in this Supplemental Indenture have been
inserted for convenience of reference only, are not intended to be considered as
a part hereof and shall not modify or restrict any of the terms or provisions
hereof.

       

      [Signature Pages
Follow]


      
        
           


        

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

       

      
        
          
            
              
                
                  	
                          MDC
      PARTNERS INC.

                        
	 
	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        
	 
      	 
      
	
                          [NAME OF NEW NOTE
      GUARANTOR],

                        
	 
      	
                          as
      a Note Guarantor

                        
	 	 
	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        


                

              

            

          

        

      


      
        
           


        

        
          D -
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                ACCENT
      MARKETING SERVICES, LLC

              


      

      
        	
                 
      

              	
                ASHTON
      POTTER CANADA INC.

              


      

      
        	
                 
      

              	
                COMPUTER
      COMPOSITION OF CANADA INC.

              


      

      
        	
                 
      

              	
                CPB
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                CRISPIN
      PORTER & BOGUSKY LLC

              


      

      
        	
                 
      

              	
                DOTGLU
      LLC

              


      

      
        	
                 
      

              	
                HELLO
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                KBP
      HOLDINGS LLC

              


      

      
        	
                 
      

              	
                KIRSHENBAUM
      BOND & PARTNERS LLC

              


      

      
        	
                 
      

              	
                MAXXCOM
      (USA) HOLDINGS INC.

              


      

      
        	
                 
      

              	
                MAXXCOM
      INC. (ON)

              


      

      
        	
                 
      

              	
                MAXXCOM
      INC. (US)

              


      

      
        	
                 
      

              	
                MDC
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                MDC
      CORPORATE (US) INC.

              


      

      
        	
                 
      

              	
                MDC/KBP
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                TARGETCOM
      LLC

              


      

      
        	
                 
      

              	
                TC
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                YAMAMOTO
      MOSS MACKENZIE, INC.

              


      

      
        	
                 
      

              	
                ZG
      ACQUISITION INC.

              


      

      
        	
                 
      

              	
                [Add
      any additional existing Note
Guarantors],

              


      

      each as a
Note Guarantor

       

      
        
          
            	
                    By:

                  	
                    _______________________________

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:    Authorized
      Signatory

                  
	 
      
	
                    THE
      BANK OF NEW YORK MELLON,

                  
	 
      	
                    as
      Trustee

                  
	 	 
	
                    By:

                  	
                    _______________________________

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
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