Exhibit
10.15

      

       

      EXECUTION
VERSION

       

    

    
      
        

      

      INDENTURE

    

     

    Dated as
of April 28, 2009

     

    among

     

    WOLVERINE
TUBE, INC.,

     

    THE
SUBSIDIARIES NAMED HEREIN,

     

    and

     

    U.S.
BANK NATIONAL ASSOCIATION

     

    as
Trustee and Collateral Agent

     

    15%
SENIOR SECURED NOTES DUE 2012

     

    
      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Page

                                  
	
                                    ARTICLE
      1

                                  
	 
      	 
      
	
                                    Definitions
      and Incorporation by Reference

                                  
	 
      	 
      
	
                                    SECTION
      1.01.

                                  	
                                    Definitions.

                                  	
                                    1

                                  
	
                                    SECTION
      1.02.

                                  	
                                    Other
      Definitions.

                                  	
                                    23

                                  
	
                                    SECTION
      1.03.

                                  	
                                    Incorporation
      by Reference of Trust Indenture Act

                                  	
                                    24

                                  
	
                                    SECTION
      1.04.

                                  	
                                    Rules
      of Construction

                                  	
                                    24

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      2

                                  
	 
      
	
                                    The
      Notes

                                  
	 
      
	
                                    SECTION
      2.01.

                                  	
                                    Form
      and Dating

                                  	
                                    25

                                  
	
                                    SECTION
      2.02.

                                  	
                                    Execution
      and Authentication

                                  	
                                    25

                                  
	
                                    SECTION
      2.03.

                                  	
                                    Registrar
      and Paying Agent

                                  	
                                    26

                                  
	
                                    SECTION
      2.04.

                                  	
                                    Paying
      Agent To Hold Money in Trust

                                  	
                                    26

                                  
	
                                    SECTION
      2.05.

                                  	
                                    Holder
      Lists

                                  	
                                    26

                                  
	
                                    SECTION
      2.06.

                                  	
                                    Transfer
      and Exchange.

                                  	
                                    27

                                  
	
                                    SECTION
      2.07.

                                  	
                                    Replacement
      Notes

                                  	
                                    30

                                  
	
                                    SECTION
      2.08.

                                  	
                                    Outstanding
      Notes

                                  	
                                    30

                                  
	
                                    SECTION
      2.09.

                                  	
                                    Temporary
      Notes

                                  	
                                    30

                                  
	
                                    SECTION
      2.10.

                                  	
                                    Cancellation

                                  	
                                    30

                                  
	
                                    SECTION
      2.11.

                                  	
                                    Defaulted
      Interest

                                  	
                                    31

                                  
	
                                    SECTION
      2.12.

                                  	
                                    CUSIP
      Numbers

                                  	
                                    31

                                  
	
                                    SECTION
      2.13.

                                  	
                                    Issuance
      of PIK Notes.

                                  	
                                    31

                                  
	 
	
                                    ARTICLE
      3

                                  
	 
      	 
      	 
      
	
                                    Redemption

                                  
	 
	
                                    SECTION
      3.01.

                                  	
                                    Notices
      to Trustee

                                  	
                                    31

                                  
	
                                    SECTION
      3.02.

                                  	
                                    Selection
      of Notes To Be Redeemed

                                  	
                                    32

                                  
	
                                    SECTION
      3.03.

                                  	
                                    Notice
      of Redemption

                                  	
                                    32

                                  
	
                                    SECTION
      3.04.

                                  	
                                    Effect
      of Notice of Redemption

                                  	
                                    32

                                  
	
                                    SECTION
      3.05.

                                  	
                                    Deposit
      of Redemption Price

                                  	
                                    33

                                  
	
                                    SECTION
      3.06.

                                  	
                                    Notes
      Redeemed in Part

                                  	
                                    33

                                  
	
                                    SECTION
      3.07.

                                  	
                                    Mandatory
      Redemption

                                  	
                                    33

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    ARTICLE
      4

                  
	 
      
	
                    Covenants

                  
	 
      	 
      	 
      
	
                    SECTION
      4.01.

                  	
                    Payment
      of Notes

                  	
                    33

                  
	
                    SECTION
      4.02.

                  	
                    SEC
      Reports

                  	
                    33

                  
	
                    SECTION
      4.03.

                  	
                    Limitation
      on Indebtedness

                  	
                    34

                  
	
                    SECTION
      4.04.

                  	
                    Limitation
      on Restricted Payments

                  	
                    36

                  
	
                    SECTION
      4.05.

                  	
                    Limitation
      on Restrictions on Distributions from Restricted
    Subsidiaries

                  	
                    39

                  
	
                    SECTION
      4.06.

                  	
                    Limitation
      on Sales of Assets and Subsidiary Stock

                  	
                    40

                  
	
                    SECTION
      4.07.

                  	
                    Limitation
      on Affiliate Transactions

                  	
                    43

                  
	
                    SECTION
      4.08.

                  	
                    Limitation
      on Line of Business

                  	
                    44

                  
	
                    SECTION
      4.09.

                  	
                    Limitation
      on the Sale or Issuance of Capital Stock of Restricted
      Subsidiaries

                  	
                    44

                  
	
                    SECTION
      4.10.

                  	
                    Change
      of Control

                  	
                    45

                  
	
                    SECTION
      4.11.

                  	
                    Limitation
      on Liens

                  	
                    46

                  
	
                    SECTION
      4.12.

                  	
                    Limitation
      on Sale/Leaseback Transactions

                  	
                    47

                  
	
                    SECTION
      4.13.

                  	
                    Future
      Guarantors

                  	
                    48

                  
	
                    SECTION
      4.14.

                  	
                    Compliance
      Certificate

                  	
                    48

                  
	
                    SECTION
      4.15.

                  	
                    Impairment
      of Security Interests.

                  	
                    48

                  
	
                    SECTION
      4.16.

                  	
                    Further
      Instruments and Acts

                  	
                    49

                  
	
                    SECTION
      4.17.

                  	
                    Real
      Estate Mortgages and Filings.

                  	
                    49

                  
	 
      
	
                    ARTICLE
      5

                  
	 
      
	
                    Successors

                  
	 
      
	
                    SECTION
      5.01.

                  	
                    When
      Company May Merge or Transfer Assets

                  	
                    49

                  
	
                    SECTION
      5.02.

                  	
                    When
      Subsidiary Guarantor May Merge or Transfer Assets

                  	
                    50

                  
	 
      	 
      	 
      
	
                    ARTICLE
      6

                  
	 
      
	
                    Defaults
      and Remedies

                  
	 
      	 
      	 
      
	
                    SECTION
      6.01.

                  	
                    Events
      of Default

                  	
                    51

                  
	
                    SECTION
      6.02.

                  	
                    Acceleration

                  	
                    53

                  
	
                    SECTION
      6.03.

                  	
                    Other
      Remedies

                  	
                    53

                  
	
                    SECTION
      6.04.

                  	
                    Waiver
      of Past Defaults

                  	
                    54

                  
	
                    SECTION
      6.05.

                  	
                    Control
      by Majority

                  	
                    54

                  
	
                    SECTION
      6.06.

                  	
                    Limitation
      on Suits

                  	
                    54

                  
	
                    SECTION
      6.07.

                  	
                    Rights
      of Holders to Receive Payment

                  	
                    55

                  
	
                    SECTION
      6.08.

                  	
                    Collection
      Suit by Trustee

                  	
                    55

                  
	
                    SECTION
      6.09.

                  	
                    Trustee
      May File Proofs of Claim

                  	
                    55

                  
	
                    SECTION
      6.10.

                  	
                    Priorities

                  	
                    55

                  
	
                    SECTION
      6.11.

                  	
                    Undertaking
      for Costs

                  	
                    55

                  
	
                    SECTION
      6.12.

                  	
                    Waiver
      of Stay or Extension Laws

                  	
                    56

                  


          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ARTICLE
      7

                                
	 
      
	
                                  Trustee

                                
	 
      	 
      	 
      
	
                                  SECTION
      7.01.

                                	
                                  Duties
      of Trustee

                                	
                                  56

                                
	
                                  SECTION
      7.02.

                                	
                                  Rights
      of Trustee.

                                	
                                  57

                                
	
                                  SECTION
      7.03.

                                	
                                  Individual
      Rights of Trustee

                                	
                                  58

                                
	
                                  SECTION
      7.04.

                                	
                                  Trustee’s
      Disclaimer

                                	
                                  58

                                
	
                                  SECTION
      7.05.

                                	
                                  Notice
      of Defaults

                                	
                                  58

                                
	
                                  SECTION
      7.06.

                                	
                                  Reports
      by Trustee to Holders

                                	
                                  59

                                
	
                                  SECTION
      7.07.

                                	
                                  Compensation
      and Indemnity

                                	
                                  59

                                
	
                                  SECTION
      7.08.

                                	
                                  Replacement
      of Trustee

                                	
                                  59

                                
	
                                  SECTION
      7.09.

                                	
                                  Successor
      Trustee by Merger

                                	
                                  60

                                
	
                                  SECTION
      7.10.

                                	
                                  Eligibility;
      Disqualification

                                	
                                  60

                                
	
                                  SECTION
      7.11.

                                	
                                  Preferential
      Collection of Claims Against Company

                                	
                                  61

                                
	 
	
                                  ARTICLE
      8

                                
	 
      	 
      	 
      
	
                                  Discharge
      of Indenture; Defeasance

                                
	 
	
                                  SECTION
      8.01.

                                	
                                  Discharge
      of Liability on Notes; Defeasance.

                                	
                                  61

                                
	
                                  SECTION
      8.02.

                                	
                                  Conditions
      to Defeasance

                                	
                                  62

                                
	
                                  SECTION
      8.03.

                                	
                                  Application
      of Trust Money

                                	
                                  63

                                
	
                                  SECTION
      8.04.

                                	
                                  Repayment
      to Company

                                	
                                  63

                                
	
                                  SECTION
      8.05.

                                	
                                  Indemnity
      for Government Obligations

                                	
                                  63

                                
	
                                  SECTION
      8.06.

                                	
                                  Reinstatement

                                	
                                  63

                                
	 
      	 
      	 
      
	
                                  ARTICLE
      9

                                
	 
      
	
                                  Amendments

                                
	 
      	 
      	 
      
	
                                  SECTION
      9.01.

                                	
                                  Without
      Consent of Holders

                                	
                                  64

                                
	
                                  SECTION
      9.02.

                                	
                                  With
      Consent of Holders

                                	
                                  64

                                
	
                                  SECTION
      9.03.

                                	
                                  Compliance
      with Trust Indenture Act

                                	
                                  65

                                
	
                                  SECTION
      9.04.

                                	
                                  Revocation
      and Effect of Consents and Waivers

                                	
                                  65

                                
	
                                  SECTION
      9.05.

                                	
                                  Notation
      on or Exchange of Notes

                                	
                                  66

                                
	
                                  SECTION
      9.06.

                                	
                                  Trustee
      To Sign Amendments

                                	
                                  66

                                
	
                                  SECTION
      9.07.

                                	
                                  Payment
      for Consent

                                	
                                  66

                                
	 
      	 
      	 
      
	
                                  ARTICLE
      10

                                
	 
      
	
                                  Subsidiary
      Guaranties

                                
	 
      	 
      	 
      
	
                                  SECTION
      10.01.

                                	
                                  Guaranties

                                	
                                  66

                                
	
                                  SECTION
      10.02.

                                	
                                  Limitation
      on Liability

                                	
                                  68

                                
	
                                  SECTION
      10.03.

                                	
                                  Successors
      and Assigns

                                	
                                  68

                                
	
                                  SECTION
      10.04.

                                	
                                  No
      Waiver

                                	
                                  68

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    SECTION
      10.05.

                  	
                    Modification

                  	
                    68

                  
	
                    SECTION
      10.06.

                  	
                    Release
      of Subsidiary Guarantor

                  	
                    69

                  
	 
      	 
      	 
      
	
                    ARTICLE
      11

                  
	 
      
	
                    Collateral

                  
	 
      	 
      	 
      
	
                    SECTION
      11.01.

                  	
                    Grant
      of Security Interest.

                  	
                    69

                  
	
                    SECTION
      11.02.

                  	
                    Recording
      and Opinions.

                  	
                    70

                  
	
                    SECTION
      11.03.

                  	
                    Release
      of Collateral.

                  	
                    70

                  
	
                    SECTION
      11.04.

                  	
                    Certificates
      of the Company.

                  	
                    72

                  
	
                    SECTION
      11.05.

                  	
                    Certificates
      of the Trustee.

                  	
                    72

                  
	
                    SECTION
      11.06.

                  	
                    Authorization
      of Actions to Be Taken by the Collateral Agent Under the Collateral
      Agreements.

                  	
                    72

                  
	
                    SECTION
      11.07.

                  	
                    Authorization
      of Receipt of Funds by the Trustee Under the Collateral
      Agreements.

                  	
                    73

                  
	
                    SECTION
      11.08.

                  	
                    Termination
      of Security Interest.

                  	
                    73

                  
	 
      	 
      	 
      
	
                    ARTICLE
      12

                  
	 
      
	
                    Miscellaneous

                  
	 
      	 
      	 
      
	
                    SECTION
      12.01.

                  	
                    Trust
      Indenture Act Controls

                  	
                    73

                  
	
                    SECTION
      12.02.

                  	
                    Notices

                  	
                    73

                  
	
                    SECTION
      12.03.

                  	
                    Communication
      by Holders with Other Holders

                  	
                    74

                  
	
                    SECTION
      12.04.

                  	
                    Certificate
      and Opinion as to Conditions Precedent

                  	
                    74

                  
	
                    SECTION
      12.05.

                  	
                    Statements
      Required in Certificate or Opinion

                  	
                    74

                  
	
                    SECTION
      12.06.

                  	
                    When
      Notes Disregarded

                  	
                    75

                  
	
                    SECTION
      12.07.

                  	
                    Rules
      by Trustee, Paying Agent and Registrar

                  	
                    75

                  
	
                    SECTION
      12.08.

                  	
                    Legal
      Holidays

                  	
                    75

                  
	
                    SECTION
      12.09.

                  	
                    Governing
      Law

                  	
                    75

                  
	
                    SECTION
      12.10.

                  	
                    No
      Recourse Against Others

                  	
                    75

                  
	
                    SECTION
      12.11.

                  	
                    Successors

                  	
                    75

                  
	
                    SECTION
      12.12.

                  	
                    Multiple
      Originals

                  	
                    75

                  
	
                    SECTION
      12.13.

                  	
                    Table
      of Contents; Headings

                  	
                    75

                  


          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    INDENTURE
dated as of April 28, 2009, among Wolverine Tube, Inc., a Delaware corporation
(the “Company”), TF
Investor, Inc., Tube Forming, L.P., Wolverine Finance, LLC, Wolverine PA, LLC,
Wolverine Joining Technologies, LLC and Tube Forming Holdings, Inc., and U.S.
Bank National Association, a national banking association, as trustee (in such
capacity, the “Trustee”) and
collateral agent (in such capacity, the “Collateral
Agent”).

     

    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 15% Senior Secured Notes Due
2012:

     

    ARTICLE
1


     

    Definitions
and Incorporation by Reference

     

    SECTION
1.01.           Definitions.

     

    “Additional Assets”
means:

     

    (1)           any
property, plant or equipment used in a Related Business;

     

    (2)           the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or

     

    (3)           Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary;

     

    provided,
however, that any such Restricted Subsidiary described in clauses (2) or (3)
above is primarily engaged in a Related Business.

     

    “Affiliate” of any
specified Person means any other Person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified
Person.  For the purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.  For purposes
of the Sections 4.04,
4.06 and 4.07 only,
“Affiliate” shall also mean any beneficial owner (other than a Person that would
then be eligible pursuant to Rule 13d-1(g) under the Exchange Act to file a
Schedule 13G under the Exchange Act with respect to its ownership interest
in the Company) of Capital Stock representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

     

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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

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

     

    (1)           any
shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary);

     

    (2)           all
or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary; or

     

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

     

    other
than, in the case of clauses (1), (2) and (3) above,

     

    (A)           a
disposition between or among the Company and its Restricted
Subsidiaries;

     

    (B)           for
purposes of Section
4.06 only, (x) a disposition that constitutes a Restricted Payment
permitted by Section
4.04 or a Permitted Investment, (y) a transaction that is permitted by
Section 5.01 and
(z) a transaction that constitutes a Sale/Leaseback Transaction permitted
by the Section 4.12;

     

    (C)           a
disposition of assets with a fair market value of less than
$500,000;

     

    (D)           the
disposition by the Company or any Restricted Subsidiary of (i) inventory
and other assets acquired or produced and held for sale or resale in the
ordinary course of business (including inventory that is no longer useful in the
conduct of the Company’s or its Subsidiaries’ businesses), (ii) obsolete,
damaged or worn out personal property that is no longer useful in the ordinary
course of business or (iii) rights granted to others pursuant to leases,
subleases or licenses in the ordinary course of business;

     

    (E)           any
disposition of Capital Stock or assets of an Unrestricted Subsidiary;
and

     

    (F)           any
disposition of the Capital Stock or assets of Wolverine Ratcliffs, Inc. in
existence on the Issue Date.

     

    For the
avoidance of doubt, the licensing by the Company or any Restricted Subsidiary of
intellectual property shall be deemed not to be an Asset
Disposition.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Attributable Debt” in
respect of a Sale/Leaseback Transaction means, as at the time of determination,
the present value (discounted at the interest rate set forth or implicit in the
terms of the lease included in such transaction) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended); provided, however, that if such Sale/Leaseback Transaction
results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of “Capital Lease
Obligation”.

     

    “Average Life” means,
as of the date of determination, with respect to any Indebtedness, the quotient
obtained by dividing:

     

    (1)           the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of or redemption or
similar payment with respect to such Indebtedness multiplied by the amount of
such payment by

     

    (2)           the
sum of all such payments.

     

    “Board of Directors”
means the Board of Directors of the Company or any committee thereof duly
authorized to act on behalf of such Board.

     

    “Business Day” means
each day which is not a Legal Holiday.

     

    “Capital Lease
Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a
penalty.  For purposes of Section 4.11, a
Capital Lease Obligation will be deemed to be secured by a Lien on the property
being leased.

     

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

     

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

     

    (1)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a Permitted Holder, is or becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
this clause (1) such person shall be deemed to have “beneficial ownership” of
all shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of
the Company;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (2)           individuals
who on the Issue Date constituted the Board of Directors (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of the
majority of the directors of the Company then still in office who were either
directors on the Issue Date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office;

     

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

     

    (4)           the
merger or consolidation of the Company with or into another Person (other than a
Permitted Holder), or the merger of another Person (other than a Permitted
Holder) with or into the Company, or the sale of all or substantially all the
assets of the Company (determined on a consolidated basis) to another Person
(other than a Permitted Holder), other than a transaction following which
(A) in the case of a merger or consolidation transaction, holders of
securities that represented 100% of the Voting Stock of the Company immediately
prior to such transaction (or other securities into which such securities are
converted as part of such merger or consolidation transaction) own directly or
indirectly at least a majority of the voting power of the Voting Stock of the
surviving Person in such merger or consolidation transaction immediately after
such transaction and in substantially the same proportion as before the
transaction and (B) in the case of a sale of assets transaction, each
transferee becomes an obligor in respect of the Notes and a Subsidiary of the
transferor of such assets.

     

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

     

    “Collateral” means
collateral as such term is defined in the Security Agreement and all property
mortgaged under the Mortgages, whether now owned or hereafter acquired, upon
which a Lien securing the Notes Obligations is granted or purported to be
granted.

     

    “Collateral Agent”
means U.S. Bank National Association, as collateral agent, until a successor
replaces it and, thereafter, means the successor.

     

    “Collateral
Agreements” means the Security Agreement and each other instrument
creating Liens in favor of the Collateral Agent as required by this Indenture,
in each case, as the same may be in force from time to time.

     

    “Commodity Agreement”
means any commodity or raw material futures contract, commodity or raw materials
option, or any other agreement designed to protect against or manage exposure to
fluctuations in commodity or raw material prices, including silver leasing
arrangements entered into for such purposes.

     

    “Company” means the
party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the indenture
securities.

     

    “Consolidated Coverage
Ratio” as of any date of determination means the ratio of (x) the
aggregate amount of EBITDA for the period of (i) the most recent four
consecutive fiscal quarters ending at least 45 days prior to the date of such
determination or (ii) if quarterly financial information is available for
the immediately preceding fiscal quarter and such financial information is
included in the reports filed or delivered pursuant to Section 4.02,
the most recent four consecutive fiscal quarters, to (y) Consolidated
Interest Expense for such four fiscal quarters; provided, however,
that:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (1)           if
the Company or any Restricted Subsidiary has incurred any Indebtedness since the
beginning of such period that remains outstanding or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence
of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such
period;

     

    (2)           if
the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if
any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been
replaced) on the date of the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro forma basis as if such discharge had
occurred on the first day of such period and as if the Company or such
Restricted Subsidiary has not earned the interest income actually earned during
such period in respect of cash or Temporary Cash Investments used to repay,
repurchase, defease or otherwise discharge such Indebtedness;

     

    (3)           if
since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Disposition, EBITDA for such period shall be reduced
by an amount equal to EBITDA (if positive) directly attributable to the assets
which are the subject of such Asset Disposition for such period, or increased by
an amount equal to EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced by an
amount equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such
period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale);

     

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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

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

     

    For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the
Company.  If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term in excess of 12 months or, if less, a remaining term equal to the
remaining term of the Indebtedness).

     

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

     

    (1)           all
intercompany items between the Company and any Restricted Subsidiary;
and

     

    (2)           all
current maturities of long -term Indebtedness, all as determined in accordance
with GAAP consistently applied.

     

    “Consolidated Interest
Expense” means, for any period, the total interest expense of the Company
and its consolidated Restricted Subsidiaries, plus, to the extent not included
in such total interest expense, and to the extent incurred by the Company or its
Restricted Subsidiaries, without duplication:

     

    (1)           interest
expense attributable to capital leases (which interest shall be deemed to accrue
at an interest rate reasonably determined in good faith by the Company to be the
rate of interest implicit in such Capital Lease Obligation in accordance with
GAAP) and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction;

     

    (2)           amortization
of debt discount and debt issuance cost;

     

    (3)           capitalized
interest;

     

    (4)           non-cash
interest expense;


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

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

     

    (6)           net
payments pursuant to obligations under Interest Rate Agreements and, to the
extent Currency Agreements relate to Indebtedness or Interest Rate Agreements,
Currency Agreements;

     

    (7)           Preferred
Stock dividends in respect of all Preferred Stock held by Persons other than the
Company or a Wholly Owned Subsidiary (other than dividends payable solely in
Capital Stock (other than Disqualified Stock) of the Company); provided,
however, that such dividends will be multiplied by a fraction the numerator of
which is one and the denominator of which is one minus the effective combined
tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such
period (as estimated by the Chief Financial Officer of the Company in good
faith);

     

    (8)           interest
incurred in connection with Investments in discontinued operations;

     

    (9)           interest
accruing on any Indebtedness of any other Person to the extent such Indebtedness
is Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary; and

     

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

     

    “Consolidated Net
Income” means, for any period, the net income of the Company and its
consolidated Subsidiaries; provided, however, that there shall not be included
in such Consolidated Net Income:

     

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

     

    (A)           subject
to the exclusion contained in clause (4) below, the Company’s equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash that could have been distributed
by such Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (3) below); and

     

    (B)           the
Company’s equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income;

     

    (2)           any
net income (or loss) of any Person acquired by the Company or a Subsidiary in a
pooling of interests transaction for any period prior to the date of such
acquisition;


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (3)           any
net income of any Restricted Subsidiary if payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the
Company is not permitted by the terms of its charter or by-laws or any other
agreement, instrument, judgment, decree, order, statute, rule or government
regulation applicable to such Restricted Subsidiary, except that:

     

    (A)           subject
to the exclusion contained in clause (4) below, the Company’s equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause); and

     

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

     

    (4)           any
gain (or loss) realized upon the sale or other disposition of any assets of the
Company, its consolidated Subsidiaries or any other Person (including pursuant
to any sale-and-leaseback arrangement) which is not sold or otherwise disposed
of in the ordinary course of business and any gain (or loss) realized upon the
sale or other disposition of any Capital Stock of any Person;

     

    (5)           extraordinary
gains or losses; and

     

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

     

    Notwithstanding
the foregoing, for the purposes of Section 4.04
only, there shall be excluded from Consolidated Net Income any repurchases,
repayments or redemptions of Investments, proceeds realized on the sale of
Investments or return of capital to the Company or a Restricted Subsidiary to
the extent such repurchases, repayments, redemptions, proceeds or returns
increase the amount of Restricted Payments permitted under Section 4.04
pursuant to clause (a)(3)(D) thereof.

     

    “Consolidated Net Tangible
Assets” means as of any particular time the aggregate amount of assets
(less depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under GAAP) after
deducting therefrom:

     

    (a)           all
current liabilities except for (i) notes and loans payable,
(ii) current maturities of long-term debt, and (iii) current
maturities of obligations under capital leases; and

     

    (b)           all
deferred debt issuance costs, goodwill, patents, and other like intangibles
all as
set forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with GAAP.

    

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    “Consolidated Net
Worth” means, at any time of determination, the total of the amounts
shown on the balance sheet of the Company and its consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of
(i) the most recent fiscal quarter of the Company ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made or (ii) if quarterly financial information is available for the
immediately preceding fiscal quarter and such financial information is included
in the reports filed or delivered pursuant to Section 4.02,
the most recent fiscal quarter of the Company ending prior to the taking of any
action for the purpose of which the determination is being made, as the sum
of:

     

    (1)           the
par or stated value of all outstanding Capital Stock of the Company
plus

     

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

     

    (3)           any
retained earnings or earned surplus less (A) any accumulated deficit and (B) any
amounts attributable to Disqualified Stock.

     

    “Credit Agreement”
means a credit, letter of credit and/or commercial paper facility entered into
by and among the Company and certain of its Subsidiaries with banks or other
institutional lenders, together with the related documents thereto (including
the term loans and revolving loans thereunder, any guarantees and security
documents), as amended, extended, renewed, restated, supplemented, replaced (by
one or more credit facilities, debt instruments or related document) or
otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any
agreement (and related document) increasing the amount of, extending the
maturity of or Refinancing such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of
lenders.

     

    “Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar
agreement designed to protect against or manage exposure to fluctuations in
currency values.

     

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

     

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

     

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


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Designated Assets”
means the property, plant and equipment constituting the assets held for sale,
as represented on the consolidated balance sheet of the Company dated as of
December 31, 2008.

     

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

     

    (1)           matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of
such Person which is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;

     

    (2)           is
convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or

     

    (3)           is
mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part;

     

    in each
case on or prior to the first anniversary of the Stated Maturity of the Notes;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock upon the occurrence of an
“asset sale” or “change of control” occurring prior to the first anniversary of
the Stated Maturity of the Notes shall not constitute Disqualified Stock
if:

     

    (1)           the
“asset sale” or “change of control” provisions applicable to such Capital Stock
are not more favorable to the holders of such Capital Stock than the terms
applicable to the Notes pursuant to Sections 4.06 and
4.10;
and

     

    (2)           any
such requirement only becomes operative after compliance with such terms
applicable to the Notes, including the purchase of any Notes tendered pursuant
thereto.

     

    The
amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price will be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
repurchased on any date on which the amount of such Disqualified Stock is to be
determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
will be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “EBITDA” for any
period means the sum of Consolidated Net Income, plus the following to the
extent deducted in calculating such Consolidated Net Income:

     

    (1)           all
income tax expense of the Company and its consolidated Restricted
Subsidiaries;

     

    (2)           Consolidated
Interest Expense;

     

    (3)           depreciation
and amortization expense of the Company and its consolidated Restricted
Subsidiaries (excluding amortization expense attributable to a prepaid operating
activity item that was paid in cash in a prior period); and

     

    (4)           all
other non-cash charges of the Company and its consolidated Restricted
Subsidiaries (excluding any such non-cash charge to the extent that it
represents an accrual of or reserve for cash expenditures in any future
period);

     

    in each
case for such period. Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization and
non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interest) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

     

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

     

    “Fair Market Value”
means the value that would be paid by a willing buyer to an unaffiliated willing
seller in a transaction not involving duress or necessity of either party,
determined in good faith by the Board of Directors of the Company.

     

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

     

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

     

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

     

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


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


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

     

    “Global Notes” means
the Global Note or Global Notes deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit
A hereto, issued in accordance with Sections 2.01 and
2.06
hereof.

     

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

     

    (1)           to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise); or

     

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

     

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

     

    “Guaranty Agreement”
means a supplemental indenture, in a form satisfactory to the Trustee, pursuant
to which a Subsidiary Guarantor guarantees the Company’s obligations with
respect to the Notes on the terms provided for in this Indenture.

     

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

     

    “Holder” or “Noteholder” means the
Person in whose name a Note is registered on the Registrar’s books.

     

    “Incur” means issue,
assume, Guarantee, incur or otherwise become liable for; provided, however, that
any Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Person at the time it
becomes a Restricted Subsidiary.  The term “Incurrence” when used as a
noun shall have a correlative meaning.  Solely for purposes of
determining compliance with Section 4.03:

     

    (1)           amortization
of debt discount or the accretion of principal with respect to a non-interest
bearing or other discount security;

     

    (2)           the
accrual or capitalization of interest;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (3)           the
payment of regularly scheduled interest in the form of additional Indebtedness
of the same instrument, or the payment of regularly scheduled dividends on
Capital Stock in the form of additional Capital Stock of the same class and with
the same terms; and

     

    (4)           the
obligation to pay a premium in respect of indebtedness arising in connection
with the issuance of a notice of redemption or the making of a mandatory offer
to purchase such Indebtedness;

     

    will not
be deemed to be the Incurrence of Indebtedness.

     

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

     

    (1)           the
principal in respect of (A) indebtedness of such Person for money borrowed
and (B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable,
including, in each case, any premium on such indebtedness to the extent such
premium has become due and payable;

     

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

     

    (3)           all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding trade accounts
payable a rising in the ordinary course of business);

     

    (4)           all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (1) through (3) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following payment on the letter
of credit);

     

    (5)           the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Capital Stock of such Person or any
Subsidiary of such Person or that are determined by the value of such Capital
Stock, the principal amount of such Capital Stock to be determined in accordance
with this Indenture;

     

    (6)           all
obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (7)           all
obligations of the type referred to in clauses (1) through (6) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount such obligation being deemed
to be the lesser of the value of such property or assets and the amount of the
obligation so secured; and

     

    (8)           to
the extent not otherwise included in this definition, Hedging Obligations of
such Person.

     

    Notwithstanding
the foregoing, (a) in connection with the purchase by the Company or any
Restricted Subsidiary of any business, the term “Indebtedness” will exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; provided,
however, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 60 days thereafter, (b) the accrual of
interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the
same terms (including any payment interest on the Notes in the form of PIK
Notes) will not be deemed to be Indebtedness; provided, that the amount of
any such accrual, accretion or payment is included in Consolidated Interest
Expense as accrued.

     

    The
amount of Indebtedness of any Person at any date shall be (A) the
outstanding balance at such date of all unconditional obligations as described
above, (B) the maximum liability, upon the occurrence of the contingency
giving rise to the obligation, of any contingent obligations at such date, and
(C) in the case of any Indebtedness consisting of Hedging Obligations, the
net amount payable if the related Interest Rate Agreement, Commodity Agreement,
Natural Gas Agreement or Currency Agreement were terminated at that time;
provided, however, that in the case of Indebtedness sold at a discount, the
amount of such Indebtedness at any time will be the accreted value thereof at
such time.

     

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

     

    “Independent Qualified
Party” means an investment banking firm, accounting firm or appraisal
firm of national standing; provided, however, that such firm is not an Affiliate
of the Company.

     

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

     

    “Initial Notes” means
$121,558,000 aggregate principal amount of 15% Senior Secured Notes due 2012
issued under this Indenture on the Issue Date.

     

    “Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement or other financial agreement or
arrangement designed to protect against or manage exposure to fluctuations in
interest rates.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    “Investment” in any
Person means any direct or indirect advance, loan (other than advances to
customers or suppliers in the ordinary course of business that are recorded as
accounts receivable, endorsements for collection or deposits arising in the
ordinary course of business) or other extensions of credit (including by way of
Guarantee or similar arrangement) or capital contribution to (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), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such
Person.  Except as otherwise provided for herein, the amount of an
Investment shall be its fair value at the time the Investment is made and
without giving effect to subsequent changes in value.

     

    For
purposes of the definition of “Unrestricted Subsidiary”, the definition of
“Restricted Payment” and Section 4.04:

     

    (1)           “Investment”
shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the fair market value of the net assets of any Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if
positive) equal to (A) the Company’s “Investment” in such Subsidiary at the
time of such redesignation less (B) the portion (proportionate to the
Company’s equity interest in such Subsidiary) of the fair market value of the
net assets of such Subsidiary at the time of such redesignation;
and

     

    (2)           any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined
in good faith by the Board of Directors.

     

    “Issue Date” means
April 28, 2009 (the date on which the Notes are originally issued under the
Indenture).

     

    “Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York.

     

    “Lenders” has the
meaning specified in the Credit Agreement.

     

    “Lien” means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in
the nature thereof).

     

    “Mortgages” means the
mortgages, deeds of trust, deeds to secure debt or assignments of the foregoing
or other similar documents delivered by the Company or any Subsidiary Guarantor
which create, in favor of the Collateral Agent, Liens on any fee interest in
real property owned by the Company or any Subsidiary Guarantor, as the case may
be.

     

    “Natural Gas
Agreement” means any natural gas purchase or hedging agreement, future
contract or option, or any other agreement designed to protect against or manage
exposure to fluctuations in natural gas prices.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    “Net Available Cash”
from an Asset Disposition means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other noncash form), in each
case net of:

     

    (1)           all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred in connection with such Asset Disposition, (including fees and expenses
of counsel, investment bankers, consultants and accountants), and all Federal,
state, provincial, foreign and local taxes required to be accrued as a liability
under GAAP, as a consequence of such Asset Disposition;

     

    (2)           all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law, be repaid out of the proceeds from such Asset
Disposition;

     

    (3)           all
distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries as a result of such Asset Disposition;
and

     

    (4)           the
deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or
other assets disposed in such Asset Disposition and retained by the Company or
any Restricted Subsidiary after such Asset Disposition, including pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Disposition.

     

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

     

    “Notes” means the
Initial Notes and PIK Notes.  The Initial Notes and PIK Notes shall be
treated as a single class for all purposes under this Indenture, and unless the
context otherwise requires, all references to the Notes shall include the
Initial Notes and the PIK Notes.

     

    “Officer” means the
Chairman of the Board, the President, any Vice President, the Treasurer or the
Secretary of the Company.

     

    “Officers’
Certificate” means a certificate signed by two Officers.

     

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


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    “Participant” means,
with respect to the Depositary, a Person who has an account with the
Depositary.

     

    “Pari Passu
Indebtedness” means any Indebtedness of the Company, whether outstanding
on the date on which the Notes are originally issued or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall be subordinated in
right of payment to the Notes.

     

    “Permitted Holders”
means The Alpine Group, Inc., Plainfield Special Situations Master Fund Limited
and their respective Affiliates.

     

    “Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in:

     

    (1)           the
Company, a Restricted Subsidiary or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the primary
business of such Restricted Subsidiary is a Related Business;

     

    (2)           another
Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Company or a Restricted Subsidiary; provided, however, that such
Person’s primary business is a Related Business;

     

    (3)           cash
and Temporary Cash Investments;

     

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

     

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

     

    (6)           loans
or advances to employees made in the ordinary course of business of the Company
or such Restricted Subsidiary;

     

    (7)           stock,
obligations or securities received in compromise or settlement of debts created
in the ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments;

     

    (8)           any
Person to the extent such Investment represents the non-cash portion of the
consideration received for an Asset Disposition as permitted under Section 4.06;


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (9)           any
Person where such Investment was acquired by the Company or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or
accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable
or (b) 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;

     

    (10)           any
Person to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation,
performance and other similar deposits made in the ordinary course of business
by the Company or any Restricted Subsidiary;

     

    (11)           any
Person to the extent such Investments consist of Hedging Obligations otherwise
permitted under Section 4.03;

     

    (12)           any
Person to the extent such Investments consist of the Company or a Restricted
Subsidiary funding a qualified or non-qualified benefit plan for employees of
the Company and the Restricted Subsidiaries;

     

    (13)           Persons
to the extent such Investments are in existence on the Issue Date;
and

     

    (14)           Unrestricted
Subsidiaries and Permitted Joint Ventures (in addition to Investments permitted
by clauses (1) through (13) of this definition) in an aggregate amount not to
exceed $10.0 million at any time.

     

    “Permitted Joint
Venture” means any joint venture between the Company or any Restricted
Subsidiary and any other Person, regardless of legal form and whether or not
such joint venture is a Subsidiary of the Company or any Restricted Subsidiary,
entered into for the purpose of constructing, acquiring, owning or operating
facilities engaged in a Related Business outside of the United States of
America.

     

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

     

    “PIK Notes” means all
Notes issued as interest from time to time in accordance with the terms of this
Indenture and the Notes, including, without limitation, the provisions of Sections 2.01 and
2.13
hereof.

     

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

     

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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “Public Equity
Offering” means an underwritten primary public offering of common stock
of the Company pursuant to an effective registration statement under the
Securities Act.

     

    “Refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay,
redeem, defease or retire, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness.

     

    “Refinanced” and
“Refinancing”
shall have correlative meanings.

     

    “Refinancing
Indebtedness” means Indebtedness that Refinances any Indebtedness of the
Company or any Restricted Subsidiary existing on the Issue Date or Incurred in
compliance with this Indenture, including Indebtedness that Refinances
Refinancing Indebtedness; provided, however, that:

     

    (1)           such
Refinancing Indebtedness has a Stated Maturity no earlier than the date that is
the earlier of the Stated Maturity of the Indebtedness being Refinanced and the
first anniversary of the Stated Maturity of the Notes;

     

    (2)           such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced; and

     

    (3)           such
Refinancing Indebtedness has an aggregate principal amount (or if Incurred with
original issue discount, an aggregate issue price) that is equal to or less than
the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding or committed (plus fees and expenses,
including any premium and defeasance costs) under the Indebtedness being
Refinanced;

     

    provided
further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Subsidiary that Refinances Indebtedness of the
Company or (B) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.

     

    “Related Business”
means any business in which the Company was engaged on the Issue Date and any
business related, ancillary or complementary to any business of the
Company.

     

    “Restricted Payment”
with respect to any Person means:

     

    (1)           the
declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct
or indirect holders of its Capital Stock other than dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and
dividends or distributions payable solely to the Company or a Restricted
Subsidiary, and other than pro rata dividends or other distributions made by a
Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or
owners of an equivalent interest in the case of a Subsidiary that is an entity
other than a corporation));


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (2)           the
purchase, redemption or other acquisition or retirement for value of any Capital
Stock of the Company held by any Person or of any Capital Stock of a Restricted
Subsidiary held by any Affiliate of the Company other than a Restricted
Subsidiary), including in connection with any merger or consolidation and
including the exercise of any option to exchange any Capital Stock (other than
into Capital Stock of the Company that is not Disqualified Stock);

     

    (3)           the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any Subordinated Obligations of such Person (other than the
purchase, repurchase or other acquisition of Subordinated Obligations purchased
in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of such
purchase, repurchase or other acquisition); or

     

    (4)           the
making of any Investment (other than a Permitted Investment) in any
Person.

     

    “Restricted
Subsidiary” means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.

     

    “Sale/Leaseback
Transaction” means any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of the Company, for a period
of more than three years, of any real or tangible personal property, which
property has been or is to be sold or transferred by the Company or such
Subsidiary to such Person in contemplation of such leasing.

     

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

     

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

     

    “Security Agreement”
means the Guarantee and Collateral Agreement, dated as of the Issue Date, made
by the Company and the Subsidiary Guarantors in favor of the Collateral Agent,
as amended or supplemented from time to time in accordance with its
terms.

     

    “Senior Indebtedness”
means with respect to any Person:

     

    (1)           Indebtedness
of such Person, whether outstanding on the Issue Date or thereafter Incurred;
and

     

    (2)           all
other Obligations of such Person (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such
Person whether or not post-filing interest is allowed in such proceeding) in
respect of Indebtedness described in clause (1) above;

     

    unless,
in the case of clauses (1) and (2), in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
Indebtedness or other Obligations are subordinate in right of payment to the
Notes or the Subsidiary Guaranty of such Person, as the case may be; provided,
however, that Senior Indebtedness shall not include:


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (1)           any
obligation of such Person to any Subsidiary;

     

    (2)           any
liability for Federal, state, local or other taxes owed or owing by such
Person;

     

    (3)           any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities);

     

    (4)           any
Indebtedness or other Obligation of such Person which is subordinate or junior
in any respect to any other Indebtedness or other Obligation of such Person;
or

     

    (5)           that
portion of any Indebtedness which at the time of Incurrence is Incurred in
violation of this Indenture.

     

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

     

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

     

    “Subordinated
Obligation” means, with respect to a Person, any Indebtedness of such
Person (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes or a Subsidiary Guaranty
of such Person, as the case may be, pursuant to a written agreement to that
effect.

     

    “Subsidiary” means,
with respect to any Person, any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of
Voting Stock is at the time owned or controlled, directly or indirectly,
by:

     

    (1)           such
Person;

     

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

     

    (3)           one
or more Subsidiaries of such Person

     

    “Subsidiary Guarantor”
means TF Investor, Inc., Tube Forming, L.P., Wolverine Finance, LLC, Wolverine
PA, LLC, Wolverine Joining Technologies, LLC and Tube Forming Holdings, Inc. and
each other Subsidiary of the Company that guarantees the Notes pursuant to the
terms of this Indenture, in each case until such Subsidiary Guarantor is
released from its Subsidiary Guaranty in accordance with the terms of this
Indenture.

     

    “Subsidiary Guaranty”
means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with
respect to the Notes.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Temporary Cash
Investments” means any of the following:

     

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

     

    (2)           investments
in demand and time deposit accounts, certificates of deposit and money market
deposits maturing within 1 year of the date of acquisition thereof and overnight
bank deposits, in each case with or issued by a bank or trust company which is
organized under the laws of the United States of America, any State thereof or
any foreign country recognized by the United States of America, and which bank
or trust company has capital, surplus and undivided profits aggregating in
excess of $50.0 million (or the foreign currency equivalent thereof) and has
outstanding debt which is rated “A-2” (or such similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) or any money-market fund sponsored
by a registered broker dealer or mutual fund distributor;

     

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

     

    (4)           investments
in commercial paper, maturing not more than one year after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of “P-1” (or higher) according
to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard
and Poor’s Ratings Group; and

     

    (5)           investments
in securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision taxing authority thereof, and
rated at least “A-2” by Standard & Poor’s Ratings Group or “P-2” by Moody’s
Investors Service, Inc.

     

    “Trustee” means U.S.
Bank National Association, as trustee, until a successor replaces it and,
thereafter, means the successor.

     

    “Trust Indenture Act”
or “TIA” means
the Trust Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) as in effect on
the Issue Date.

     

    “Trust Officer” means
the Chairman of the Board, the President or any other officer or assistant
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Unrestricted
Subsidiary” means

     

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

     

    (2)           any
Subsidiary of an Unrestricted Subsidiary.

     

    The Board
of Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Restricted Subsidiary; provided, however, that either (A) the Subsidiary to
be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under the covenant described under Section 4.04.

     

    The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that immediately after giving effect to such
designation (A) the Company could Incur $1.00 of additional Indebtedness
under Section 4.03(A)
and (B) no Default shall have occurred and be continuing.  Any
such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing
provisions.

     

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

     

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

     

    SECTION 1.02.    Other
Definitions.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Term

                                  	 	
                                    Defined in Section

                                  
	
                                    “Affiliate
      Transaction”

                                  	 	
                                    4.07

                                  
	
                                    “Authentication
      Order”

                                  	 	
                                    2.02

                                  
	
                                    “Bankruptcy
      Law”

                                  	 	
                                    6.01

                                  
	
                                    “Change
      of Control Offer”

                                  	 	
                                    4.10(b)

                                  
	
                                    “covenant
      defeasance option”

                                  	 	
                                    8.01(b)

                                  
	
                                    “Custodian”

                                  	 	
                                    6.01

                                  
	
                                    “Event
      of Default”

                                  	 	
                                    6.01

                                  
	
                                    “legal
      defeasance option”

                                  	 	
                                    8.01(b)

                                  
	
                                    “Legal
      Holiday”

                                  	 	
                                    12.08

                                  
	
                                    “Offer”

                                  	 	
                                    4.06(b)

                                  
	
                                    “Offer
      Amount”

                                  	 	
                                    4.06(c)(2)

                                  
	
                                    “Offer
      Period”

                                  	 	
                                    4.06(c)(2)

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    
      	
              Term

            	 	
              Defined in Section

            
	
              “Paying
      Agent”

            	 	
              2.03

            
	
              “Permitted
      Liens”

            	 	
              4.11

            
	
              “Premises”

            	 	
              4.17

            
	
              “Purchase
      Date”

            	 	
              4.06(c)(1)

            
	
              “Registrar”

            	 	
              2.03

            
	
              “Notes
      Obligations”

            	 	
              10.01

            
	
              “Successor
      Company”

            	 	
              5.01

            


    

     

    SECTION
1.03.           Incorporation by Reference
of Trust Indenture Act.  This Indenture is subject to the
mandatory provisions of the TIA which are incorporated by reference in and made
a part of this Indenture.  The following TIA terms have the following
meanings:

     

    “Commission”
means the SEC;

     

    “indenture
securities” means the Notes and each Guarantee;

     

    “indenture
security holder” means a Holder;

     

    “indenture
to be qualified” means this Indenture;

     

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

     

    “obligor”
on the indenture securities means the Company, each Subsidiary Guarantor and any
other obligor on the indenture securities

     

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

     

    SECTION
1.04.           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)           unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness merely by virtue of its nature as unsecured
Indebtedness;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (7)           the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP;
and

     

    (8)           the
principal amount of any Preferred Stock shall be (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater.

     

    ARTICLE
2


     

    The
Notes

     

    SECTION
2.01.           Form and
Dating.  The Notes issued in global form and definitive form,
and the Trustee’s certificate of authentication, shall be substantially in the
form of Exhibit
A, which is hereby incorporated in and expressly made a part of this
Indenture.  The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company).  PIK Notes will
be issued with the designation “PIK” on the face of such PIK
Notes.  Each Note shall be dated the date of its
authentication.  Each Global Note will represent such of the
outstanding Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of the outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect any exchanges or redemptions.

     

    SECTION
2.02.           Execution and
Authentication.  Two Officers shall sign the Notes for the
Company by manual or facsimile signature.  The Company’s seal shall be
impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile
form.

     

    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.

     

    A Note
shall not be valid until an authorized signatory of the Trustee manually signs
the certificate of authentication on the Note.  The signature shall be
conclusive evidence that the Note has been authenticated under this
Indenture.

     

    The
Trustee shall authenticate and deliver Notes for original issue in an aggregate
principal amount of $121,558,000 and PIK Notes upon a written order (an “Authentication
Order”) of the Company signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company.  Such
order shall specify the amount of the Notes to be authenticated and the date on
which the Notes are to be authenticated.   The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate
principal amount of Notes authorized for issuance by the Company pursuant to one
or more Authentication Orders, except as provided in Section
2.07.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate the Notes.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so.  Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.  An authenticating
agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

     

    
      
        
        

      

      
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    SECTION
2.03.           Registrar and Paying
Agent.  The Company shall maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an
office or agency where Notes may be presented for payment (the “Paying
Agent”).  The Registrar shall keep a register of the Notes and
of their transfer and exchange.  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.

     

    The
Company shall enter into an appropriate agency agreement 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 any 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 7.07.  The
Company or any Wholly Owned Subsidiary incorporated or organized within the
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

     

    The
Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Notes.  If the Trustee is no longer the Registrar
and Paying Agent, the Company shall provide the Trustee with access to inspect
the register of the Notes and shall provide copies of the register of the Notes
to the Trustee upon request.

     

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

     

    SECTION
2.04.           Paying Agent To Hold Money
in Trust.  Prior to each due date of the principal and interest
on any Note, the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal and interest when so becoming due.  The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Notes and shall notify the Trustee of any default by the Company
in making any such payment.  If the Company or a Subsidiary 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 to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent.  Upon complying with this Section 2.04, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

     

    SECTION
2.05.           Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five 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 and the principal
amounts and number of Notes held by the Holders.

     

    
      
        
        

      

      
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    SECTION
2.06.           Transfer and
Exchange.

     

    (a)           Transfer and Exchange of
Global Notes.  A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.  All Global Notes will be exchanged by the
Company for Definitive Notes if:

     

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

     

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

     

    Upon the
occurrence of either of the preceding events in (1) or (2) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee.  Global Notes also may be exchanged or replaced, in whole or
in part, as provided in Sections 2.07 and
2.09
hereof.  Every Note authenticated and delivered in exchange
for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or
2.09 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section
2.06(b), or (c).

     

    (b)           Transfer and Exchange of
Beneficial Interests in the Global Notes.  The transfer and
exchange of beneficial interests in the Global Notes will be effected through
the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Transfers of beneficial interests in the
Global Notes also will require compliance with either subparagraph (1) or (2)
below, as applicable:

     

    (1)           Beneficial
interests in any Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in a Global Note.  No
written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section
2.06(b)(1).

     

    (2)           In
connection with all transfers and exchanges of beneficial interests that are not
subject to Section 2.06(b)(1) above, the transferor of such beneficial interest
must deliver to the Registrar either:

     

    (A)           both:

     

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

     

    
      
        
        

      

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

     

    (B)           both:

     

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

     

    (ii)           instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above;

     

    (c)           Transfer or Exchange
Beneficial Interests in Global Notes to Definitive Notes.  If any holder of
a beneficial interest in a Global Note proposes to exchange such beneficial
interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(f)
hereof, and the Company will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount.  Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant.

     

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

     

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

     

    
      
        
        

      

      
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    (f)           Cancellation and/or
Adjustment of Global Notes.  At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.10
hereof.  At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note will be reduced accordingly and an endorsement will be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

     

    (g)           General Provisions Relating
to Transfers and Exchanges.

     

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

     

    (2)           No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.09, 3.06, 4.06, 4.10 and 9.05
hereof).

     

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

     

    (4)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.

     

    (5)           Neither
the Registrar nor the Company will be required:

     

    (A)           to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof
and ending at the close of business on the day of selection;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION
2.07.           Replacement
Notes.  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 issue and the Trustee shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met and the Holder satisfies any other reasonable requirements of the
Trustee.  If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and
any co-registrar from any loss which any of them may suffer if a Note is
replaced.  The Company and the Trustee may charge the Holder for their
expenses in replacing a Note.

     

    Every
replacement note is an additional obligation of the Company.

     

    SECTION
2.08.           Outstanding
Notes.  Notes outstanding at any time are all Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section as not
outstanding.  A Note does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Note.

     

    If a Note
is replaced pursuant to Section 2.07, it
ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide
purchaser.

     

    If the
Paying Agent segregates and holds in trust, in accordance with this Indenture,
on a redemption date or maturity date money sufficient to pay all principal and
interest payable on that date with respect to the Notes (or portions thereof) to
be redeemed or maturing, as the case may be, then on and after that date such
Notes (or portions thereof) cease to be outstanding and interest on them ceases
to accrue.

     

    SECTION
2.09.           Temporary
Notes.  Until definitive Notes are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary
Notes.  Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Company considers appropriate
for temporary Notes.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes and deliver them in
exchange for temporary Notes.  Until so exchanged, the temporary Notes
shall be entitled to the same benefits under this Indenture as the definitive
Notes.

     

    SECTION
2.10.           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 destroy
(subject to the record retention requirements of the Exchange Act) all Notes
surrendered for registration of transfer, exchange, payment or cancellation and
deliver a certificate of such destruction to the Company unless the Company
directs the Trustee to deliver canceled Notes to the Company.  The
Company may not issue new Notes to replace Notes it has redeemed, paid or
delivered to the Trustee for cancellation.

     

    
      
        
        

      

      
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    SECTION
2.11.           Defaulted
Interest.  If the Company defaults in a payment of interest on
the Notes, the Company shall pay defaulted interest (plus interest on such
defaulted interest to the extent lawful) in any lawful manner.

     

    The
Company may pay the defaulted interest to the persons who are Holders on a
subsequent special record date.  The Company shall fix or cause to be
fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail to each Holder a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid.

     

    SECTION
2.12.           CUSIP
Numbers.  The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such “CUSIP” 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.

     

    SECTION
2.13.           Issuance of PIK
Notes.

     

    The Company shall pay interest on the
Notes in cash and by issuing PIK Notes on the terms and in the amounts set forth
in the Notes.   No later than one Business Day prior to the
relevant interest payment date, the Company shall deliver an Authentication
Order to the Trustee to authenticate and deliver the PIK
Notes.   PIK Notes shall, after being executed and authenticated
pursuant to Section
2.02, be (i) delivered by the Trustee to such Holders as of the relevant
record date at such Holders’ registered address that hold Definitive Notes or
(ii) deposited with or on behalf of the Depositary for the benefit of the
beneficial owners of the Notes as of the relevant record date with respect to
Global Notes.  All PIK Notes will mature on the same date as the
Initial Notes and will be governed by, and subject to the terms, provisions and
conditions of, this Indenture and will have the same rights and benefits as the
Initial Notes.   The payment of accrued interest in connection
with any redemption or repurchase of Notes as described in Section 3.07, 4.06 or 4.10 shall be made
solely in cash.

    


    ARTICLE
3

     

    Redemption

     

    SECTION
3.01.           Notices to
Trustee.  If the Company elects to redeem Notes pursuant to
paragraph 5 of the Note, it shall notify the Trustee in writing of the
redemption date, the principal amount of Notes to be redeemed and the paragraph
of the Note pursuant to which the redemption will occur.

     

    
      
        
        

      

      
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    The
Company shall give each notice to the Trustee provided for in this Section 3.01 at least
45 days before the redemption date period.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein.

     

    SECTION
3.02.           Selection of Notes To Be
Redeemed.  If fewer than all the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed pro rata or by lot.  The
Trustee shall make the selection from outstanding Notes not previously called
for redemption.  The Trustee may select for redemption portions of the
principal of Notes that have denominations larger than $1,000.  Notes
and portions of them the Trustee selects shall be in principal amounts of $1,000
or a whole multiple of $1,000.  Provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.  The Trustee shall notify the Company promptly of the
Notes or portions of Notes to be redeemed.

     

    SECTION
3.03.           Notice of
Redemption.  At least 30 days but not more than 60 days before
a date for redemption of Notes, the Company shall mail a notice of redemption by
first-class mail to each Holder to be redeemed at such Holder’s registered
address.

     

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

     

    (1)           the
redemption date;

     

    (2)           the
redemption price;

     

    (3)           
the name and address of the Paying Agent;

     

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

     

    (5)           if
fewer than all the outstanding Notes are to be redeemed, the identification and
principal amounts of the particular Notes to be redeemed;

     

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

     

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

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense.  In such event the
Company shall provide the Trustee with the information required by this Section
3.03.

     

    SECTION
3.04.           Effect of Notice of
Redemption.  Once notice of redemption is mailed, Notes called
for redemption become due and payable on the redemption date and at the
redemption price stated in the notice.  Upon surrender to the Paying
Agent, such Notes shall be paid at the redemption price stated in the notice,
plus accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date).  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.

     

    
      
        
        

      

      
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    SECTION
3.05.           Deposit of Redemption
Price.  Prior to the redemption date, the Company shall deposit
with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest on all Notes to be redeemed on that date other than
Notes or portions of Notes called for redemption which have been delivered by
the Company to the Trustee for cancellation.

     

    SECTION
3.06.           Notes Redeemed in
Part.  Upon surrender of a Note that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder (at the
Company’s expense) a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.

     

    SECTION
3.07.           Mandatory
Redemption.  The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes; provided, however, that if the
Company grants any Liens to lenders under a Credit Agreement, the Company shall
issue a notice of redemption in accordance with Section 3.03 hereof
to redeem an amount of Notes equal to 55% of “eligible NAFTA inventory” and
“eligible NAFTA accounts receivable” (in each case as such terms are defined in
the Credit Agreement).  A notice of redemption issued pursuant to this
Section 3.07
shall be delivered immediately prior to or concurrently with the closing of the
Credit Agreement.

     

    ARTICLE
4


     

    Covenants

     

    SECTION
4.01.           Payment of
Notes.  The Company shall pay in lawful currency of the United
States of America the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and in this Indenture.  Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due.

     

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

     

    SECTION
4.02.           SEC
Reports.  Notwithstanding that the Company may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company will file with the SEC (to the extent that the SEC will accept such
filing) and provide the Trustee and Noteholders with such annual reports and
such 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 (commencing with the quarterly report for the fiscal quarter in
which the Issue Date occurs), such information, documents and other reports to
be so filed and provided at the times specified for the filings of such
information, documents and reports under such Sections.

     

    
      
        
        

      

      
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    At any
time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then
the quarterly and annual financial information required by the preceding
paragraph will include a reasonably detailed presentation, either on the face of
the financial statements or in the footnotes thereto, and in “–Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” of
the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

     

    In
addition, the Company will furnish to the Holders of the Notes and to
prospective investors, upon the requests of such Holders, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long as the Notes are not freely transferable under the Securities
Act.  The Company also will comply with the other provisions of TIA §
314(a).

     

    SECTION
4.03.           Limitation on
Indebtedness.  (a)  The Company will not, and will
not permit any Restricted Subsidiary to, Incur, directly or indirectly, any
Indebtedness; provided, however, that the Company and the Subsidiary Guarantors
will be entitled to Incur Indebtedness if, on the date of such Incurrence and
after giving effect thereto on a pro forma basis, no Default has occurred and is
continuing and the Consolidated Coverage Ratio would be greater than 2.25 to
1.

     

    (b)           Notwithstanding
the foregoing paragraph (a), the Company and any Restricted Subsidiary will be
entitled to Incur any or all of the following Indebtedness:

     

    (1)           Indebtedness
Incurred by the Company or any Restricted Subsidiary pursuant to a Credit
Agreement; provided, however, that, after giving effect to any such Incurrence,
the aggregate principal amount of all Indebtedness Incurred under this clause
(1) and then outstanding does not exceed $85.0 million;

     

    (2)           Indebtedness
owed to and held by the Company or a Restricted Subsidiary; provided, however,
that (A) any subsequent issuance or transfer of any Capital Stock which results
in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of such Indebtedness (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the
Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is
the obligor on such Indebtedness, such Indebtedness is expressly subordinated to
the prior payment in full in cash of all obligations with respect to the
Notes;

     

    (3)           the
Notes;

     

    (4)           any
other Indebtedness outstanding on the Issue Date (other than Indebtedness
described in clause (1), (2) or (3) of this covenant);

     

    (5)           Indebtedness
of a Restricted Subsidiary Incurred and outstanding on or prior to the date on
which such Subsidiary (or the assets and liabilities comprising such Subsidiary
on such date) was acquired by the Company or any Restricted Subsidiary (other
than Indebtedness Incurred in connection with, or to provide all or any portion
of the funds or credit support utilized to consummate, the transaction or series
of related transactions pursuant to which such Subsidiary became a Subsidiary or
was acquired (or such assets and liabilities were acquired) by the Company or
any Restricted Subsidiary); provided, however, that on the date of such
acquisition and after giving pro forma effect thereto, the Company would have
been able to incur at least $1.00 of additional Indebtedness pursuant to Section
4.03(a);

     

    
      
        
        

      

      
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    (6)           Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or
pursuant to clause (3), (4) or (5) above or this
clause (6);

     

    (7)           Hedging
Obligations entered into in the ordinary course of business to hedge risks with
respect to the Company’s or a Restricted Subsidiary’s interest rate, currency,
natural gas or commodity exposure and not for speculative purposes;

     

    (8)           Obligations
in respect of performance, bid, appeal or surety bonds and completion guarantees
provided by the Company or any Restricted Subsidiary in the ordinary course of
business;

     

    (9)           Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such Indebtedness is extinguished
within two Business Days of its Incurrence;

     

    (10)           Guarantees
by the Company or any Restricted Subsidiary of any Indebtedness of the Company
or any Restricted Subsidiary permitted to be Incurred pursuant to Section 4.03(a) or
pursuant to this Section
4.03(b);

     

    (11)           Indebtedness
of Foreign Restricted Subsidiaries in an aggregate principal amount which, when
taken together with all other Indebtedness of Foreign Restricted Subsidiaries
Incurred pursuant to this clause (11) and then
outstanding, does not exceed $10.0 million; and

     

    (12)           Indebtedness
of the Company or of any of its Restricted Subsidiaries in an aggregate
principal amount which, when taken together with all other Indebtedness of the
Company and its Restricted Subsidiaries outstanding on the date of such
Incurrence (other than Indebtedness permitted by clauses (1) through (11) of this Section 4.03(b) or
Section
4.03(a)) does not exceed $15.0 million.

     

    (c)           Notwithstanding
the foregoing, neither the Company nor any Subsidiary Guarantor will Incur any
Indebtedness pursuant to Section 4.03(a) if
the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations of the Company or any Subsidiary Guarantor unless such
Indebtedness shall be subordinated to the Notes or the applicable Subsidiary
Guaranty to at least the same extent as such Subordinated
Obligations.

     

    (d)           For
purposes of determining compliance with this Section
4.03:

     

    (1)           any
indebtedness outstanding under the Credit Agreement after the application of the
net proceeds from the sale of the Notes will be treated as Incurred on the Issue
Date under Section
4.03(b)(1);

     

    
      
        
        

      

      
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    (2)           in
the event that an item of Indebtedness (or any portion thereof) meets the
criteria of more than one of the types of Indebtedness described above, the
Company, in its sole discretion, will classify such item of Indebtedness (or any
portion thereof) at the time of Incurrence and will only be required to include
the amount and type of such Indebtedness in one of the above clauses;
and

     

    (3)           the
Company will be entitled to (i) divide and classify an item of Indebtedness in
more than one of the types of Indebtedness described above and (ii) in the case
of Indebtedness incurred pursuant to clause (1), (11) or (12) of Section 4.03(b), from
time to time reclassify items of such Indebtedness; provided, however, that the
amount and type of such reclassified Indebtedness (or any portion thereof) will
be required to be included in one of clauses (1), (11) or (12) of Section
4.03(b).

     

    (e)           Notwithstanding
any other provision of this Section 4.03, the
maximum amount of Indebtedness that may be Incurred pursuant to any clause of
Section 4.03
will not be deemed to be exceeded, with respect to any outstanding Indebtedness,
due solely to fluctuations in the exchange rates of currencies.

     

    SECTION
4.04.           Limitation on Restricted
Payments.  (a) The Company will not, and will not permit any
Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

     

    (1)           a
Default shall have occurred and be continuing (or would result
therefrom);

     

    (2)           the
Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to
Section
4.03(a); or

     

    (3)           the
aggregate amount of such Restricted Payment and all other Restricted Payments
since the Issue Date would exceed the sum of (without duplication):

     

    (A)           50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) from January 1, 2009 to the date of such Restricted Payment
(or, in case such Consolidated Net Income shall be a deficit, minus 100% of such
deficit); plus

     

    (B)           100%
of the aggregate Net Cash Proceeds received by the Company from the issuance or
sale of its Capital Stock (other than Disqualified Stock) subsequent to the
Issue Date (other than an issuance or sale to a Subsidiary of the Company and
other than an issuance or sale to an employee stock ownership plan or to a trust
established by the Company or any of its Subsidiaries for the benefit of their
employees) and 100% of any cash capital contribution received by the Company
from its shareholders subsequent to the Issue Date; plus

     

    
      
        
        

      

      
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    (C)           the
amount by which Indebtedness of the Company is reduced on the Company’s balance
sheet upon the conversion or exchange subsequent to the Issue Date of any
Indebtedness of the Company convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company upon such
conversion or exchange); provided, however, that the foregoing amount shall not
exceed the Net Cash Proceeds received by the Company or any Restricted
Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from
sales to a Subsidiary of the Company or to an employee stock ownership plan or a
trust established by the Company or any of its Subsidiaries for the benefit of
their employees); plus

     

    (D)           an
amount equal to the sum of (x) the net reduction in the Investments (other than
Permitted Investments) made by the Company or any Restricted Subsidiary in any
Person resulting from repurchases, repayments or redemptions of such Investments
by such Person, proceeds realized on the sale of such Investment and proceeds
representing the return of capital (excluding dividends and distributions), in
each case received by the Company or any Restricted Subsidiary, and (y) to the
extent such Person is an Unrestricted Subsidiary, the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the fair market value of
the net assets of such Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; provided, however, that the
foregoing sum shall not exceed, in the case of any such Person or Unrestricted
Subsidiary, the amount of Investments (excluding Permitted Investments)
previously made (and treated as a Restricted Payment) by the Company or any
Restricted Subsidiary in such Person or Unrestricted Subsidiary.

     

    (b)           The
preceding provisions will not prohibit:

     

    (1)           any
Restricted Payment made out of the Net Cash Proceeds of the substantially
concurrent sale of, or made by exchange for, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company or an employee stock ownership plan or to a trust
established by the Company or any of its Subsidiaries for the benefit of their
employees) or a substantially concurrent cash capital contribution received by
the Company from its shareholders; provided, however, that (A) such Restricted
Payment shall be excluded in the calculation of the amount of Restricted
Payments and (B) the Net Cash Proceeds from such sale or such cash capital
contribution (to the extent so used for such Restricted Payment) shall be
excluded from the calculation of amounts under clause (3)(B) of paragraph (a)
above;

     

    (2)           any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Subordinated Obligations of the Company or any Subsidiary Guarantor
made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Indebtedness which is permitted to be Incurred pursuant to Section 4.03;
provided, however, that such purchase, repurchase, redemption, defeasance or
other acquisition or retirement for value shall be excluded in the calculation
of the amount of Restricted Payments;

     

    
      
        
        

      

      
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    (3)           dividends
paid within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with this covenant; provided,
however, that such dividend shall be included in the calculation of the amount
of Restricted Payments;

     

    (4)           so
long as no Default has occurred and is continuing, the purchase, redemption or
other acquisition or retirement for value of Capital Stock of the Company held
by officers, directors or employees or former officers, directors or employees
(or their estates or beneficiaries), upon death, disability, retirement,
severance or termination of employment, or in order to satisfy tax withholding
obligations of such persons upon the exercise of options or the vesting of
performance shares, or pursuant to any agreement under which such Capital Stock
was issued; provided, however, that the aggregate cash consideration paid
therefor does not exceed an aggregate amount of $1.0 million in any year,
with any unused amounts in any year up to a cumulative maximum amount of $2.0
million being available in any year; provided further, however, that such
purchases will be excluded from the calculation of the amount of Restricted
Payments;

     

    (5)           the
acquisition in open market purchases of Capital Stock of the Company for
matching contributions to employee stock purchase and deferred compensation
plans in the ordinary course of business; provided, however, that such
purchases, to the extent the related Capital Stock is actually contributed to
such plans, will be excluded in the calculation of the amount of Restricted
Payments;

     

    (6)           repurchases
by the Company of Capital Stock of the Company deemed to occur upon the exercise
of options or warrants if such Capital Stock represents all or a portion of the
exercise price thereof; provided, however, that such repurchases will be
excluded from the calculation of the amount of Restricted Payments;

     

    (7)           the
purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations, or fractional shares arising out of business
combinations; provided, however, that such purchases will be included in the
calculation of the amount of Restricted Payments;

     

    (8)           the
purchase, redemption or other acquisition or retirement for value of any Capital
Stock of Wolverine Ratcliffs, Inc. not owned by the Company or any Restricted
Subsidiary as of the Issue Date; provided, however, that the amount of such
purchase, redemption or other acquisition or retirement individually or in the
aggregate, that exceeds CDN$2.0 million shall be deemed to be prohibited by
paragraph (a) above; provided further, however, that such repurchase,
redemption, acquisition or retirement will be excluded from the calculation of
the amount of Restricted Payments;

     

    (9)           payments
made by the Company as a result of dissenters’ rights related to a merger
involving the Company; provided, however, that as a result of such merger the
Company has made a Change of Control Offer under Section 4.10 to the
extent required by, and in accordance with, the provisions of such covenant and
any Notes tendered in connection therewith have been purchased; provided
further, however, that any such payments will be excluded from the calculation
of the amount of such Restricted Payments; and

     

    
      
        
        

      

      
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    (10)           other
Restricted Payments subsequent to the Issue Date in an aggregate amount not to
exceed $5.0 million; provided, however, that such Restricted Payments will be
excluded from the calculation of the amount of Restricted Payments.

     

    Notwithstanding the foregoing, the
payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms will not be deemed to be a Restricted Payment.

     

    SECTION
4.05.           Limitation on Restrictions
on Distributions from Restricted Subsidiaries.  The Company
will not, and will not permit any Restricted Subsidiary to, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay dividends or
make any other distributions on its Capital Stock to the Company or a Restricted
Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or
advances to the Company or (c) transfer any of its property or assets to the
Company, except:

     

    (1)           any
encumbrance or restriction existing on the Issue Date;

     

    (2)           any
encumbrance or restriction contained in the Credit Agreement;

     

    (3)           any
encumbrance or restriction with respect to any Person existing on or prior to
the date on which such Person was acquired by the Company or any Restricted
Subsidiary (other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Person
became a Restricted Subsidiary or was acquired by the Company or any Restricted
Subsidiary) and outstanding on such date;

     

    (4)           any
encumbrance or restriction that extends, renews, refinances or replaces any
encumbrances or restrictions referred to in clause (1), (2) or (3) of this Section 4.05 or this
clause (4); provided, however, that the encumbrances and restrictions in such
extensions, renewals, refinancings or replacements are no less favorable, taken
as a whole, to the Noteholders than the encumbrances and restrictions being
extended, renewed, refinanced or replaced;

     

    (5)           any
encumbrance or restriction imposed pursuant to an agreement entered into for the
sale or disposition of assets permitted by Section 4.06;
provided, however, that such encumbrance or restriction applies only to the
assets that are the subject of such agreement;

     

    (6)           provisions
in agreements for Permitted Joint Ventures with respect to the disposition or
distribution of assets or property of such Permitted Joint Venture;

     

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

     

    
      
        
        

      

      
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    (8)           any
encumbrance or restriction existing under or by reason of applicable
law;

     

    (9)           any
encumbrance or restriction contained in security agreements or mortgages
securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance
or restriction restricts the transfer of the property subject to such security
agreements or mortgages; and

     

    (10)           any
Liens securing Indebtedness otherwise permitted to be Incurred under Section 4.11 that
limit the right of the debtor to dispose of the assets subject to such
Liens.

     

    SECTION
4.06.           Limitation on Sales of
Assets and Subsidiary Stock.  (a) The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, consummate
any Asset Disposition unless:

     

    (1)           the
Company or such Restricted Subsidiary receives consideration at least equal to
the fair market value, of the shares and assets subject to such Asset
Disposition;

     

    (2)           other
than with respect to Designated Assets, at least 80% of the consideration
thereof received by the Company or such Restricted Subsidiary is in the form of
cash or Temporary Cash Investments; and

     

    (3)           an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may
be).

     

    (A)           first,
to the extent the Company elects (or is required by the terms of any
Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the
Company or Indebtedness (other than any Disqualified Stock) of a Restricted
Subsidiary (in each case other than Indebtedness owed to the Company or an
Affiliate of the Company) within one year from the later of the date of such
Asset Disposition or the receipt of such Net Available Cash; provided, however,
that to the extent that the assets that are the subject of such Asset
Disposition comprise Collateral, the Company may only elect to prepay, repay,
redeem or purchase Notes in reliance on this clause (A);

     

    (B)           second,
to the extent of the balance of such Net Available Cash after application in
accordance with clause (A), to the extent the Company elects, to acquire,
construct or invest in, or improve or repair (but only to the extent that such
improvement or repair has a fair market value equal to or greater than $500,000
and is accounted for in the Company’s balance sheet under the caption “property,
plant and equipment”) Additional Assets that will constitute part of or be used
in the business of the Company or a Restricted Subsidiary within one year from
the later of the date of such Asset Disposition or the receipt of such Net
Available Cash; and

     

    
      
        
        

      

      
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    (C)           third,
to the extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B), to make an offer to the holders of the
Notes (and to holders of other Senior Indebtedness of the Company designated by
the Company) to purchase Notes (and such other Senior Indebtedness of the
Company) pursuant to and subject to the conditions contained in this
Indenture;

     

    provided,
however, that in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted
Subsidiary shall permanently retire such Indebtedness and, in respect of
Indebtedness other than Indebtedness Incurred pursuant to Section 4.03(b)(1),
shall cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or
purchased.

     

    Notwithstanding
the foregoing provisions of this covenant, the Company and the Restricted
Subsidiaries will not be required to apply any Net Available Cash in accordance
with this covenant except to the extent that the aggregate Net Available Cash
from all Asset Dispositions which is not applied in accordance with this
covenant exceeds $7.5 million.  Pending application of Net Available
Cash pursuant to this covenant, such Net Available Cash shall be invested in
Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness.  For the purposes of Section 4.06(a)(2),
the following are deemed to be cash or Temporary Cash Investments:

     

    (1)           the
assumption of Indebtedness of the Company or any Restricted Subsidiary and the
release of the Company or such Restricted Subsidiary from all liability on such
Indebtedness in connection with such Asset Disposition; and

     

    (2)           securities,
notes or other obligations received by the Company or any Restricted Subsidiary
from the transferee to the extent converted within 90 days by the Company or
such Restricted Subsidiary into cash or Temporary Cash Investments.

     

    (b)           In
the event of an Asset Disposition that requires the purchase of Notes (and other
Senior Indebtedness of the Company) pursuant to clause (a)(3)(C) above, the
Company will purchase Notes tendered pursuant to an offer (an “Offer”) by the
Company for the Notes (and such other Senior Indebtedness) at a purchase price
of 100% of their principal amount (or, in the event such other Senior
Indebtedness of the Company was issued with significant original issue discount,
100% of the accreted value thereof) without premium, plus accrued but unpaid
interest (or, in respect of such other Senior Indebtedness of the Company, such
lesser price, if any, as may be provided for by the terms of such Senior
Indebtedness) in accordance with the procedures (including prorating in the
event of oversubscription) set forth in this Indenture.  If the
aggregate purchase price of the securities tendered exceeds the Net Available
Cash allotted to their purchase, the Company will select the securities to be
purchased on a pro rata basis but in round denominations, which in the case of
the Notes will be denominations of $1,000 principal amount or multiples
thereof.  The Company shall not be required to make such an offer to
purchase Notes (and other Senior Indebtedness of the Company) pursuant to this
covenant until the 45th day
after the first day of a calendar month in which the Net Available Cash
available therefor totals at least $5.0 million (with lesser amounts being
carried forward for purposes of determining whether such an offer is required
with respect to the Net Available Cash from any subsequent Asset
Disposition.  Upon completion of such an offer to purchase, Net
Available Cash will be deemed to be reduced by the Offer Amount (as defined
below).

     

    
      
        
        

      

      
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    (c)           (1)           Promptly,
and in any event within 10 days after the Company becomes obligated to make an
Offer, the Company shall deliver to the Trustee and send, by first-class mail to
each Holder, a written notice stating that the Holder may elect to have his
Notes purchased by the Company either in whole or in part (subject to prorating
as described in Section 4.06(b) in
the event the Offer is oversubscribed) in integral multiples of $1,000 of
principal amount, at the applicable purchase price.  The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the “Purchase Date”) and
shall contain such information concerning the business of the Company which the
Company in good faith believes will enable such Holders to make an informed
decision and all instructions and materials necessary to tender Notes pursuant
to the Offer, together with the information contained in clause
(3).

     

    (2)           Not
later than the date upon which written notice of an Offer is delivered to the
Trustee as provided below, the Company shall deliver to the Trustee an Officers’
Certificate as to (A) the amount of the Offer (the “Offer Amount”),
including information as to any other Senior Indebtedness included in the Offer,
(B) the allocation of the Net Available Cash from the Asset Dispositions
pursuant to which such Offer is being made and (C) the compliance of such
allocation with the provisions of Section 4.06(a) and
(b).  On
such date, the Company shall also irrevocably deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust) in Temporary Cash Investments, maturing on the last day prior
to the Purchase Date or on the Purchase Date if funds are immediately available
by open of business, an amount equal to the Offer Amount to be held for payment
in accordance with the provisions of this Section
4.06.  If the Offer includes other Senior Indebtedness, the
deposit described in the preceding sentence may be made with any other paying
agent pursuant to arrangements satisfactory to the Trustee.  Upon the
expiration of the period for which the Offer remains open (the “Offer Period”), the
Company shall deliver to the Trustee for cancellation the Notes or portions
thereof which have been properly tendered to and are to be accepted by the
Company.  The Trustee shall, on the Purchase Date, mail or deliver
payment (or cause the delivery of payment) to each tendering Holder in the
amount of the purchase price.  In the event that the aggregate
purchase price of the Notes delivered by the Company to the Trustee is less than
the Offer Amount applicable to the Notes, the Trustee shall deliver the excess
to the Company immediately after the expiration of the Offer
Period.

     

    (3)           Holders
electing to have a Note purchased shall be required to surrender the Note, with
an appropriate form duly completed, to the Company at the address specified in
the notice at least three Business Days prior to the Purchase
Date.  Holders shall be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
Purchase Date, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note which was delivered for purchase by the
Holder and a statement that such Holder is withdrawing his election to have such
Note purchased.  Holders whose Notes are purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered.

     

    
      
        
        

      

      
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    (4)           At
the time the Company delivers Notes to the Trustee which are to be accepted for
purchase, the Company shall also deliver an Officers’ Certificate stating that
such Notes are to be accepted by the Company pursuant to and in accordance with
the terms of this Section
4.06.  A Note shall be deemed to have been accepted for
purchase at the time the Trustee, directly or through an agent, mails or
delivers payment therefor to the surrendering Holder.

     

    (d)           The
Company will comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Section
4.06.  To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 4.06, the
Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 4.06 by
virtue of its compliance with such securities laws or regulations.

     

    SECTION
4.07.           Limitation on Affiliate
Transactions.  (a) The Company will not, and will not permit
any Restricted Subsidiary to, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property, employee
compensation arrangements or the rendering of any service) with, or for the
benefit of, any Affiliate of the Company (an “Affiliate
Transaction”) unless:

     

    (1)           the
terms of the Affiliate Transaction are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time of the
Affiliate Transaction in arm’s-length dealings with a Person who is not an
Affiliate;

     

    (2)           if
such Affiliate Transaction involves an amount in excess of $2.0 million, the
terms of the Affiliate Transaction are set forth in writing and a majority of
the directors of the Company disinterested with respect to such Affiliate
Transaction have determined in good faith that the criteria set forth in clause
(1) are satisfied and have approved the relevant Affiliate Transaction as
evidenced by a resolution of the Board of Directors; and

     

    (3)           if
such Affiliate Transaction involves an amount in excess of $7.5 million, the
Board of Directors shall also have received a written opinion from an
Independent Qualified Party to the effect that such Affiliate Transaction (i) is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or (ii) is not less favorable to the Company and its Restricted
Subsidiaries than could reasonably be expected to be obtained at the time in an
arm’s-length transaction with a Person who was not an Affiliate.

     

    (b)           The
provisions of the preceding paragraph (a) will not prohibit:

     

    (1)           any
Investment (other than a Permitted Investment) or other Restricted Payment, in
each case permitted to be made pursuant to Section
4.04;

     

    
      
        
        

      

      
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    (2)           any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of
Directors;

     

    (3)           loans
or advances to employees but in any event not to exceed $2.0 million in the
aggregate outstanding at any one time;

     

    (4)           the
payment of reasonable and customary directors’ fees, indemnification and similar
arrangements, employee salaries, bonuses or employment agreements, compensation
or employee benefit arrangements and incentive arrangements with any officer,
director or employee of the Company or any Restricted Subsidiary entered into in
the ordinary course of business;

     

    (5)           any
transaction with a Restricted Subsidiary or joint venture or similar entity
which would constitute an Affiliate Transaction solely because the Company or a
Restricted Subsidiary owns an equity interest in or otherwise controls such
Restricted Subsidiary, joint venture or similar entity; and

     

    (6)           the
issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company.

     

    SECTION
4.08.           Limitation on Line of
Business.  The Company will not, and will not permit any
Restricted Subsidiary, to engage in any business other than a Related
Business.

     

    SECTION
4.09.           Limitation on the Sale or
Issuance of Capital Stock of Restricted Subsidiaries.  The
Company:

     

    (1)           will
not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or
otherwise dispose of any Capital Stock of any Restricted Subsidiary to any
Person (other than the Company or a Wholly Owned Subsidiary), and

     

    (2)           will
not permit any Restricted Subsidiary to issue any of its Capital Stock (other
than, if necessary, shares of its Capital Stock constituting directors’ or other
legally required qualifying shares) to any Person (other than to the Company or
a Wholly Owned Subsidiary), unless

     

    (A)           immediately
after giving effect to such issuance, sale or other disposition, neither the
Company nor any of its Subsidiaries own any Capital Stock of such Restricted
Subsidiary;

     

    (B)           immediately
after giving effect to such issuance, sale or other disposition, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary and any Investment
in such Person remaining after giving effect thereto is treated as a new
Investment by the Company and such Investment would be permitted to be made
under Section
4.04 if made on the date of such issuance, sale or other disposition;
or

     

    
      
        
        

      

      
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    (C)           in
the case of a Restricted Subsidiary created or acquired by the Company or any
Restricted Subsidiary after the Issue Date, immediately after giving effect to
such issuance, sale or other disposition of Capital Stock, such Restricted
Subsidiary would continue to be a Restricted Subsidiary; provided, however, that
for purposes of this clause (C), a Restricted Subsidiary will not be deemed to
have been created or acquired after the Issue Date if, as of the date of such
issuance, sale or other disposition, such Restricted Subsidiary owns all, or any
substantial portion, of the assets (other than cash and Temporary Cash
Investments) owned on the Issue Date by one or more Restricted
Subsidiaries.

     

    SECTION
4.10.           Change of
Control.  (a) Upon the occurrence of a Change of Control, each
Holder shall have the right to require that the Company repurchase such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount thereof
on the date of purchase plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of holders of record on the relevant record date
to receive interest due on the relevant interest payment date), in accordance
with the terms contemplated in Section
4.10(b).

     

    (b)           Within
30 days following any Change of Control, the Company will mail a notice to each
Holder with a copy to the Trustee (the “Change of Control
Offer”) stating:

     

    (1)           that
a Change of Control has occurred and that such Holder has the right to require
the Company to purchase such Holder’s Notes at a purchase price in cash equal to
101% of the principal amount thereof on the date of purchase, plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest on the
relevant interest payment date);

     

    (2)           the
circumstances and relevant facts regarding such Change of Control;

     

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

     

    (4)           the
instructions, as determined by the Company, consistent with the covenant
described hereunder, that a Holder must follow in order to have its Notes
purchased.

     

    (c)           Holders
electing to have a Note purchased will be required to surrender the Note, with
an appropriate form duly completed, to the Company at the address specified in
the notice at least three Business Days prior to the purchase
date.  Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Note purchased.

     

    (d)           On
the purchase date, all Notes purchased by the Company under this Section 4.10 shall be
delivered by the Company to the Trustee for cancellation, and the Company shall
pay the purchase price plus accrued and unpaid interest, if any, to the Holders
entitled thereto.

     

    
      
        
        

      

      
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    (e)           Notwithstanding
the foregoing provisions of this Section 4.10, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control 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 Section 4.10
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control
Offer.

     

    (f)           The
Company will comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Section
4.10.  To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Section 4.10, the
Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.10 by
virtue of its compliance with such securities laws or regulations.

     

    SECTION 4.11.    Limitation on
Liens.  The Company will not, and will not permit any
Restricted Subsidiary to, issue, assume or guarantee any Indebtedness for
borrowed money secured by any Lien on any property or asset now owned or
hereafter acquired by the Company or such Subsidiary.

     

    The
foregoing restriction does not, however, apply to (collectively the “Permitted
Liens”):

     

    (a)           Liens
existing on the date on which the Notes are originally issued or provided for
under the terms of agreements existing on such date;

     

    (b)           Liens
to secure the Company’s and the Subsidiary Guarantors’ obligations under the
Indenture, the Notes and the Guarantees of the Notes;

     

    (c)           Liens
on property securing (i) all or any portion of the cost of acquiring,
constructing, altering, improving or repairing any property or assets, real or
personal, or improvements used or to be used in connection with such property or
(ii) Indebtedness incurred by the Company or any Subsidiary Guarantor prior to
or within one year after the later of the acquisition, the completion of
construction, alteration, improvement or repair or the commencement of
commercial operation of such property, which Indebtedness is incurred for the
purpose of financing all or any part of the purchase price thereof or
construction or improvements thereon;

     

    (d)           Liens
securing Indebtedness owed by a Subsidiary Guarantor to the Company or to any
other Subsidiary Guarantor;

     

    (e)           Liens
on the property of any Subsidiary Guarantor existing at the time such Person
becomes a Subsidiary and not incurred as result of (or in connection with or in
anticipation of) such Person becoming a Subsidiary; provided, however, that such
Liens do not extend to or cover any property or assets of the Company or any of
the Restricted Subsidiaries other than the property encumbered at the time such
Person becomes a Subsidiary and do not secure Indebtedness with a principal
amount in excess of the principal amount outstanding at such
time;


    
      
         


      

      
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    (f)           Liens
on any property securing (i) Indebtedness incurred in connection with the
construction, installation of financing of pollution control or abatement
facilities or other forms of industrial revenue bond financing or (ii)
Indebtedness issued or guaranteed by the United States or any State thereof or
any department, agency or instrumentality of either;

     

    (g)           Liens
on any property of the Company or any Subsidiary Guarantor in favor of
governmental bodies;

     

    (h)           Liens
to secure taxes not yet due or which are being contested in good faith by the
Company or a Subsidiary Guarantor;

     

    (i)           Liens
extending, renewing, refinancing or replacing (or successive extensions,
renewals, refinancing or replacements of) any Lien, in whole or in part, of any
type permitted under the foregoing clauses (a) through (h) above, provided that
such Lien extends to or covers only the property that is subject to the Lien
being extended, renewed, refinanced or replaced and that the principal amount of
the Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal, refinancing or
replacement; or

     

    (j)           Liens
(exclusive of any Lien of any type otherwise permitted under clauses (a) through
(i) above) securing Indebtedness for borrowed money of the Company or any
Subsidiary Guarantor in an aggregate principal amount which, together with the
aggregate amount of Attributable Indebtedness deemed to be outstanding in
respect of all Sale/Leaseback Transactions entered into pursuant to Section 4.12(a)
(exclusive of any such Sale/Leaseback Transactions otherwise permitted under
clauses (a) through (h) above), does not at the time such Indebtedness is
incurred exceed the greater of $85.0 million and 10% of Consolidated Net
Tangible Assets, as determined based on the consolidated balance sheet of the
Company as of the end of the most recent fiscal quarter ending at least 45 days
prior thereto.

     

    SECTION 4.12.    Limitation on Sale/Leaseback
Transactions.  The Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with any
Person (other than the Company or a Subsidiary Guarantor) unless:

     

    (a)           the
Company or such Subsidiary would be entitled to incur Indebtedness, in a
principal amount equal to the Attributable Indebtedness with respect to such
Sale/Leaseback Transaction, secured by a Lien on the property subject to such
Sale/Leaseback Transaction pursuant Section 4.11 above
without equally and ratably securing the Notes pursuant to such
covenant;

     

    (b)           after
the date on which the Notes are originally issued and within a period commencing
six months prior to the consummation of such Sale/Leaseback Transaction and
ending six months after the consummation thereof, the Company or such Subsidiary
shall have expended for property used or to be used in the ordinary course of
business of the Company and its Subsidiary Guarantors an amount equal to all or
a portion of the net proceeds of such Sale/Leaseback Transaction and the Company
shall have elected to designate such amount as a credit against such
Sale/Leaseback Transaction (with any such amount not being so designated to be
applied as set forth in clause (c) below); or


    
      
         


      

      
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    (c)           the
Company, during the 12-month period after the effective date of such
Sale/Leaseback Transaction, shall have applied to the voluntary defeasance or
retirement of Notes or any Pari Passu Indebtedness an amount equal
to

     

    (i)           the
greater of the net proceeds of the sale or transfer of the property leased in
such Sale/Leaseback Transaction and the fair value, as determined by the Board
of Directors of the Company, of such property at the time of entering into such
Sale/Leaseback Transaction (in either case adjusted to reflect the remaining
term of the lease and any amount expended by the Company as set forth in clause
(b) above), less

     

    (ii)           an
amount equal to the principal amount of Notes and Pari Passu Indebtedness
voluntarily defeased or retired by the Company within such 12-month period and
not designated as a credit against any other Sale/Leaseback Transaction entered
into by the Company or any Subsidiary during such period.

     

    SECTION 4.13.    Future
Guarantors.  The Company will cause each Domestic Restricted
Subsidiary that Incurs any Indebtedness in an aggregate principal amount equal
to or greater than $250,000 or that Incurs any Indebtedness consisting of a
Guarantee of Indebtedness with respect to the Credit Agreement to, at the same
time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which
such Restricted Subsidiary will Guarantee payment of the Notes on the same terms
and conditions as those set forth in Article 10 of this Indenture.

     

    SECTION 4.14.    Compliance
Certificate.  The Company shall deliver to the Trustee within
120 days after the end of each fiscal year of the Company an Officers’
Certificate stating that in the course of the performance by the signers of
their duties as Officers of the Company they would normally have knowledge of
any Default and whether or not the signers know of any Default that occurred
during such period.  If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto.  The Company also shall comply with TIA §
314(a)(4).

     

    SECTION 4.15.    Impairment of Security
Interests.

     

    (a)           Neither
the Company nor any of its Restricted Subsidiaries will take or omit to take any
action which would adversely affect or impair in any material respect the Liens
in favor of the Collateral Agent with respect to the Collateral, except as
otherwise permitted or required by the Collateral Agreements or this
Indenture.  Neither the Company nor any of its Restricted Subsidiaries
will enter into any agreement that requires the proceeds received from any sale
of Collateral to be applied to repay, redeem, defease or otherwise acquire or
retire any Indebtedness of any Person, other than the Company’s and the
Subsidiary Guarantors’ obligations under this Indenture, the Notes and the
Guarantees of the Notes, unless such agreement permits the Company or such
Restricted Subsidiary to first repay, or offer to repay, the Company’s and the
Subsidiary Guarantors’ obligations under this Indenture, the Notes and the
Guarantees of the Notes.


    
      
         


      

      
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    (b)           The
Company shall, and shall cause each Subsidiary Guarantor to, at its sole cost
and expense, execute and deliver all such agreements and instruments as the
Collateral Agent or the Trustee shall reasonably request to more fully or
accurately describe the property intended to be Collateral or the obligations
intended to be secured by the Collateral Agreements.  The Company
shall, and shall cause each Subsidiary Guarantor to, at its sole cost and
expense, file any such notice filings or other agreements or instruments as may
be reasonably necessary or desirable under applicable law to perfect the Liens
created by the Collateral Agreements.

     

    SECTION 4.16.    Further Instruments and
Acts.  Upon request of the Trustee, the Company 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 4.17.    Real Estate Mortgages and
Filings.

     

    With respect to any real property
mortgaged under the Mortgages (individually and collectively, the “Premises”) owned by
the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair
Market Value of greater than $2.5 million and with respect to any such property
to be acquired by the Company or a Domestic Restricted Subsidiary after the
Issue Date with a purchase price of greater than $2.5 million (within 90 days of
the acquisition thereof):

    


    (1)               The
Company shall deliver to the Collateral Agent, as mortgagee, fully executed
counterparts of Mortgages, duly executed by the Company or the applicable
Domestic Restricted Subsidiary, together with evidence of the completion (or
satisfactory arrangements for the completion) of all recordings and filings of
such Mortgage as may be necessary to create a valid, perfected Lien, subject to
Permitted Liens, against the properties purported to be covered thereby;
and

     

    (2)               The
Company shall deliver to the Collateral Agent an opinion from local counsel in
each state where a Premises is located in form and substance reasonably
satisfactory to the Collateral Agent and covering such matters as Collateral
Agent may reasonably request, including without limitation, the enforceability
of the relevant Mortgages.

     

    ARTICLE
5


     

    Successors

     

    SECTION 5.01.    When Company May Merge or
Transfer Assets.  The Company will not consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or a series
of transactions, directly or indirectly, all or substantially all its assets to,
any Person, unless:

     

    (1)           the
resulting, surviving or transferee Person (the “Successor Company”)
shall be a Person organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and the Successor Company
(if not the Company) shall expressly assume, by an indenture supplemental
thereto, executed and delivered to the Trustee, all the obligations of the
Company under the Notes and this Indenture;


    
      
         


      

      
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    (2)           immediately
after giving pro forma effect to such transaction (and treating any Indebtedness
which becomes an obligation of the Successor Company or any Subsidiary as a
result of such transaction as having been Incurred by such Successor Company or
such Subsidiary at the time of such transaction), no Default shall have occurred
and be continuing;

     

    (3)           immediately
after giving pro forma effect to such transaction, the Successor Company would
be able to Incur an additional $1.00 of Indebtedness pursuant to Section
4.03(a);

     

    (4)           immediately
after giving pro forma effect to such transaction, the Successor Company shall
have Consolidated Net Worth in an amount that is not less than the Consolidated
Net Worth of the Company immediately prior to such transaction; and

     

    (5)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indenture (if any) comply with this Indenture;

     

    provided,
however, that clauses (3) and (4) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company or (B) the Company merging with an
Affiliate of the Company principally for the purpose and with the principal
effect of reincorporating the Company in another jurisdiction and not for
evading the foregoing limitations.

     

    For
purposes of this Section 5.01, the
sale, lease, conveyance, assignment, transfer or other disposition of all or
substantially all of the properties and assets of one or more Subsidiaries of
the Company, which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

     

    The
Successor Company shall be the successor to the Company and shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, and the predecessor Company, except in the case of a
lease, shall be released from the obligation to pay the principal of and
interest on the Notes.

     

    SECTION 5.02.    When Subsidiary Guarantor
May Merge or Transfer Assets.  The Company will not permit any
Subsidiary Guarantor to consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, all or
substantially all of its assets to any Person unless:

     

    (1)           except
in the case of a Subsidiary Guarantor that has been disposed of in its entirety
to another Person (other than to the Company or an Affiliate of the Company),
whether through a merger, consolidation or sale of Capital Stock or assets, if
in connection therewith the Company provides an Officers’ Certificate to the
Trustee to the effect that the Company will comply with its obligations under
Section 4.06 in
respect of such disposition, the resulting, surviving or transferee Person (if
not such Subsidiary) shall be a Person organized and existing under the laws of
the jurisdiction under which such Subsidiary was organized or under the laws of
the United States of America, or any State thereof or the District of Columbia,
and such Person shall expressly assume, by a Guaranty Agreement all the
obligations of such Subsidiary, if any, under its Subsidiary
Guaranty;

     


    
      
         


      

      
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    (2)           immediately
after giving effect to such transaction or transactions on a pro forma basis
(and treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having been
issued by such Person at the time of such transaction), no Default shall have
occurred and be continuing; and

     

    (3)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
Guaranty Agreement, if any, complies with this Indenture.

     

    ARTICLE
6


     

    Defaults
and Remedies

     

    SECTION 6.01.    Events of
Default.  An “Event of Default”
occurs if:

     

    (1)           the
Company defaults in any payment of interest on any Note when the same becomes
due and payable, and such default continues for a period of 30
days;

     

    (2)           the
Company (i) defaults in the payment of the principal of any Note when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
declaration or otherwise, or (ii) fails to purchase Notes when required pursuant
to this Indenture or the Notes;

     

    (3)           the
Company fails to comply with Section 5.01 or 5.02;

     

    (4)           the
Company fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 or 4.13 (other than a
failure to purchase Notes when required under Section 4.06 or 4.10) and such
failure continues for 30 days after the notice specified below;

     

    (5)           the
Company fails to comply with any of its agreements in the Notes or this
Indenture (other than those referred to in clause (1), (2), (3) or (4) above)
and such failure continues for 60 days after the notice specified
below;

     

    (6)           a
default occurs which results in the acceleration of the maturity of any
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount of $10 million or more individually or, taken together with all
such other Indebtedness that has been so accelerated, in the aggregate; or a
default occurs in the payment of principal or interest in respect of any
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount of $10 million or more individually or, taken together with
other such Indebtedness with respect to which any such payment has not been
made, in the aggregate and such default continues for 30 days without
cure;


    
      
         


      

      
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    (7)           the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

     

    (A)           commences
a voluntary case;

     

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

     

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

     

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

     

    or takes
any comparable action under any foreign laws relating to
insolvency;

     

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

     

    (A)           is
for relief against the Company or any Significant Subsidiary in an involuntary
case;

     

    (B)           appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of the property of any of them; or

     

    (C)           orders
the winding up or liquidation of the Company or any Significant
Subsidiary;

     

    or any
similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days;

     

    (9)           a
judgment or order is rendered against the Company or any Significant Subsidiary,
which requires the payment in money by the Company or any Significant Subsidiary
either individually or in the aggregate, of an amount (to the extent not covered
by insurance) in excess of $10.0 million and such judgment or order remains
unsatisfied, undischarged, unvacated, unbonded and unstayed for 30 days (the
“judgment default provision”);

     

    (10)           a
Subsidiary Guaranty ceases to be in full force and effect (other than in
accordance with the terms of such Subsidiary Guaranty) or a Subsidiary Guarantor
denies or disaffirms its obligations under its Subsidiary Guaranty;

     

    (11)           any
Collateral Agreement at any time for any reason shall cease to be in full force
and effect in all material respects, or ceases to give the Collateral Agent the
Liens, rights, powers and privileges purported to be created thereby, superior
to and prior to the rights of all third Persons and subject to no other Liens
except as expressly permitted by the applicable Collateral Agreement or this
Indenture; or


    
      
         


      

      
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    (12)           the
Company or any of the Subsidiary Guarantors, directly or indirectly, contest in
any manner the effectiveness, validity, binding nature or enforceability of any
Collateral Agreement.

     

    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.

     

    The term
“Bankruptcy Law” means Title 11, United States Code, or any similar Federal or
state law for the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

     

    A Default
under clauses (4) or (5) is not an Event of Default until the Trustee or the
holders of at least 25% in principal amount of the outstanding Notes notify the
Company of the Default and the Company does not cure such Default within the
time specified after receipt of such notice.  Such notice must specify
the Default, demand that it be remedied and state that such notice is a “Notice
of Default”.

     

    The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any Event of
Default and any event which with the giving of notice or the lapse of time would
become an Event of Default under clause (4) or (5) or (9), its status and what
action the Company is taking or proposes to take with respect
thereto.

     

    SECTION 6.02.    Acceleration.  If
an Event of Default (other than an Event of Default specified in Section 6.01(7) or
(8) with
respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Notes by
notice to the Company and the Trustee, may declare the principal of and accrued
but unpaid interest on all the Notes to be due and payable.  Upon such
a declaration, such principal and interest shall be due and payable
immediately.  If an Event of Default specified in Section 6.01(7) or
(8) with
respect to the Company occurs, the principal of and interest on all the Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any
Holders.  The Holders of a majority in principal amount of the Notes
by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration.  No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

     

    SECTION 6.03.    Other
Remedies.  If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of
or interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


    
      
         


      

      
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    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder 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.  No remedy is
exclusive of any other remedy.  All available remedies are
cumulative.

     

    SECTION 6.04.    Waiver of Past
Defaults.  The Holders of a majority in principal amount of the
Notes by notice to the Trustee may waive an existing Default and its
consequences except (i) a Default in the payment of the principal of or interest
on a Note (ii) a Default arising from the failure to redeem or purchase any
Note when required pursuant to this Indenture or (iii) a Default in respect of a
provision that under Section 9.02 cannot
be amended without the consent of each Holder affected.  When a
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

     

    SECTION 6.05.    Control by
Majority.  The Holders of a majority in principal amount of the
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.  However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that
the Trustee determines is unduly prejudicial to the rights of other Holders or
would involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

     

    SECTION 6.06.    Limitation on
Suits.  Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to this Indenture or the Notes unless:

     

    (1)           the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;

     

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

     

    (3)           such
Holder or Holders offer to the Trustee reasonable security or indemnity against
any loss, liability or expense;

     

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

     

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

     

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


    
      
         


      

      
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    SECTION 6.07.    Rights of Holders to Receive
Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on the Notes held by such Holder, on or after the respective due dates
expressed in 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 6.08.    Collection Suit by
Trustee.  If an Event of Default specified in Section 6.01(1) or
(2) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section
7.07.

     

    SECTION 6.09.    Trustee May File Proofs of
Claim.  The Trustee may 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 allowed in any judicial proceedings relative to
the Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section
7.07.

     

    SECTION 6.10.    Priorities.  If
the Trustee collects any money or property pursuant to this Article 6, it shall
pay out the money or property in the following order:

     

    FIRST:  to
the Trustee for amounts due under Section
7.07;

     

    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.

     

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

     

    SECTION 6.11.    Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as 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, 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 6.07 or a
suit by Holders of more than 10% in principal amount of the
Notes.


    
      
         


      

      
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    SECTION 6.12.    Waiver of Stay or Extension
Laws.  The Company (to the extent it may lawfully do so) shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

     

    ARTICLE
7

     

    Trustee

     

    SECTION 7.01.    Duties of
Trustee

     

    (a)           If
an Event of Default has occurred and is continuing and the Trustee has actual
knowledge of such Event of Default, the Trustee shall exercise 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 Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.

     

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

     

    (1)           the
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, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

     

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

     

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

     

    (2)           the
Trustee 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;

     

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


    
      
         


      

      
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    (4)           
the Trustee shall not be liable to the Holders of Notes for any action taken or
omitted by it at the direction of the Company or the Holders under circumstances
in which such direction is required or permitted by the terms of this
Indenture.

     

    (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section
7.01.

     

    (e)           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.

     

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

     

    (g)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur 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.

     

    (h)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section
7.01 and to the provisions of the TIA.

     

    SECTION 7.02.    Rights of
Trustee.

     

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

     

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

     

    (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.

     

    (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 rights or powers;
provided, however, that the Trustee’s conduct does not constitute wilful
misconduct or negligence.

     

    (e)           The
Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes 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
accordance with the advice or opinion of such counsel.


    
      
         


      

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

     

    (g)           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 Holder shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or
direction.

     

    (h)           The
Trustee shall have no duty to inquire as to the performance of the Company’s
covenants in Article 4 hereof.  In addition, the Trustee shall
not be deemed to have knowledge of any Default or Event of Default
except:  (i) any Event of Default occurring pursuant to
Section 6.01(1) or 6.01(2) hereof; or (ii) any Default or Event of
Default of which a Trust Officer shall have received written notification or
obtained actual knowledge.

     

    (i)           The
permissive right of the Trustee to act hereunder shall not be construed as a
duty.

     

    (j)           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 in
its capacity as Trustee under any other agreement executed in connection with
this Indenture to which the Trustee is a party.

     

    SECTION 7.03.    Individual Rights of
Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent, Registrar, co-registrar or co-paying agent
may do the same with like rights.  However, the Trustee must comply
with Sections
7.10 and 7.11.

     

    SECTION 7.04.    Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Company’s use of the proceeds from the
Notes, and it shall not be responsible for any statement of the Company in this
Indenture 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.

     

    SECTION 7.05.    Notice of
Defaults.  If a Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder notice of the
Default within 90 days after it occurs.  Except in the case of a
Default in payment of principal of or interest on any Note (including payments
pursuant to the mandatory redemption provisions of such Note, if any), the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Holders.  In addition, the Collateral Agent shall
promptly deliver material notices or other communications to the Trustee in
accordance with Section 3.05 of the Security Agreement, who shall mail such
notices or communications to each Holder within 90 days after receipt of such
notice or communications.


    
      
         


      

      
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    SECTION 7.06.    Reports by Trustee to
Holders.  As promptly as practicable after each April 1
beginning with the April 1 following the date of this Indenture, and in any
event prior to June 1 in each year, the Trustee shall mail to each Holder a
brief report dated as of April 1 that complies with TIA § 313(a).  The
Trustee also shall comply with TIA §§ 313(b).

     

    A copy of
each report at the time of its mailing to Holders shall be filed with the SEC
and each stock exchange (if any) on which the Notes are listed.  The
Company agrees to notify promptly the Trustee whenever the Notes become listed
on any stock exchange and of any delisting thereof.

     

    SECTION 7.07.    Compensation and
Indemnity.  The Company shall pay to the Trustee from time to
time reasonable compensation for its services.  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, 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.  The Company shall indemnify the Trustee
against any and all loss, liability or expense (including reasonable attorneys’
fees) incurred by it in connection with the administration of this trust and the
performance of its duties hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder.  The Company shall
defend the claim and the Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel.  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,
negligence or bad faith.

     

    To secure
the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes.

     

    The
Company’s payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture.  When the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(7) or
(8) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.

     

    SECTION 7.08.    Replacement of
Trustee.  The Trustee may resign at any time by so notifying
the Company.  The Holders of a majority in principal amount of the
Notes may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee.  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;


    
      
         


      

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

     

    (4)           the
Trustee otherwise becomes incapable of acting.

     

    If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Notes and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for
any reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.

     

    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
7.07.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in principal
amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    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.

     

    Notwithstanding
the replacement of the Trustee pursuant to this Section 7.09, the
Company’s obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

     

    SECTION 7.09.    Successor Trustee by
Merger.  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.

     

    In case
at the time such successor or successors by merger, conversion or consolidation
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 $50,000,000 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.

     

    ARTICLE
8

     

    Discharge
of Indenture; Defeasance

     

    SECTION 8.01.    Discharge of Liability on
Notes; Defeasance.

     

    (a)           When
(1) the Company delivers to the Trustee all outstanding Notes (other than Notes
replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Notes have become due and payable, whether
at maturity or on a redemption date as a result of the mailing of a notice of
redemption pursuant to Article 3 hereof and the Company irrevocably deposits
with the Trustee funds sufficient to pay at maturity or upon redemption all
outstanding Notes, including interest thereon to maturity or such redemption
date (other than Notes replaced pursuant to Section 2.07), and if
in either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 8.01(c),
cease to be of further effect.  The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

     

    (b)           Subject
to Sections
8.01(c) and 8.02, the Company at
any time may terminate (1) all its obligations under the Notes and this
Indenture (“legal
defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.17 and 5.02 and the
operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the
case of Sections
6.01(7) and (8), with respect
only to Significant Subsidiaries) and the limitations contained in Sections 5.01(3) and
(4) (“covenant
defeasance option”).  The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

     

    If the
Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default with respect thereto.  If
the Company exercises its covenant defeasance option, payment of the Notes may
not be accelerated because of an Event of Default specified in Sections 6.01(4),
6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the
case of Sections
6.01(7) and (8), with respect
only to Significant Subsidiaries) or because of the failure of the Company to
comply with Section
5.01(3) or (4) or Section
5.02.  If the Company exercises its legal defeasance option or
its covenant defeasance option, each Subsidiary Guarantor, if any, shall be
released from all its obligations with respect to its Subsidiary
Guaranty.


    
      
         


      

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

     

    (c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this
Article 8 shall survive until the Notes have been paid in
full.  Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

     

    SECTION 8.02.    Conditions to
Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:

     

    (1)           the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Notes to
maturity or redemption, as the case may be;

     

    (2)           the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay principal
and interest when due on all the Notes to maturity or redemption, as the case
may be;

     

    (3)           123
days pass after the deposit is made and during the 123-day period no Default
specified in Sections
6.01(7) or (8) with respect to
the Company occurs which is continuing at the end of the period;

     

    (4)           the
deposit does not constitute a default under any other agreement binding on the
Company;

     

    (5)           the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

     

    (6)           in
the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (B) since
the date of this Indenture there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred;

     

    (7)           in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred; and


    
      
         


      

      
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    (8)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Notes as contemplated by this Article 8 have been complied
with.

     

    Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Notes at a future date in accordance with Article
3.

     

    SECTION 8.03.    Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article
8.  It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Notes.

     

    SECTION 8.04.    Repayment to
Company.  The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.

     

    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 or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to the money must look to the Company for payment as general
creditors.

     

    SECTION 8.05.    Indemnity for Government
Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, 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 8.06.    Reinstatement.  If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article 8 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 8 until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article 8; provided, however,
that, if the Company has made any payment of interest on or principal of any
Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.


    
      
         


      

      
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    ARTICLE
9

     

    Amendments

     

    SECTION 9.01.    Without Consent of
Holders.  The Company, the Subsidiary Guarantors, the Trustee
and the Collateral Agent may amend this Indenture, the Notes or the Collateral
Agreements without notice to or consent of any Holder:

     

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

     

    (2)           to
comply with Article 5;

     

    (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 or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the
Code;

     

    (4)           to
add guarantees with respect to the Notes, including any Subsidiary Guaranties,
or to secure the Notes;

     

    (5)           to
add to the covenants of the Company or a Subsidiary Guarantor for the benefit of
the Holders or to surrender any right or power herein conferred upon the Company
or a Subsidiary Guarantor;

     

    (6)           to
comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; or

     

    (7)           to
make any change that does not adversely affect the rights of any
Holder.

     

    After an
amendment under this Section 9.01 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
9.01.

     

    SECTION 9.02.    With Consent of
Holders.  The Company, the Subsidiary Guarantors, the Trustee
and the Collateral Agent may amend this Indenture, the Notes or the Collateral
Agreements without notice to any Holder but with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Notes).  However, without the consent of each Holder affected thereby,
an amendment may not:

     

    (1)           reduce
the amount of Notes whose Holders must consent to an amendment;

     

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

     

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


    
      
         


      

      
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    (4)           reduce
the amount payable upon the redemption of any Note or change the time at which
any Note may be redeemed in accordance with Article 3;

     

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

     

    (6)           make
any changes in the ranking or priority of any Note that would adversely affect
the Holders;

     

    (7)           make
any change in Section
6.04 or 6.07 or the second
sentence of this Section 9.02;
or

     

    (8)           make
any change in any Subsidiary Guaranty that would adversely affect the
Noteholders.

     

    Notwithstanding
the foregoing, the Indenture, the Notes and the Collateral Agreements can be
amended to release all or substantially all of the Collateral, otherwise than in
accordance with the terms of this Indenture and the Collateral Agreements, with
the consent of Holders holding at least 662⁄3% in aggregate principal amount of
the then outstanding Notes.  In addition, the consent of Holders
holding at least 662⁄3% in aggregate principal amount of the then outstanding
Notes shall be required to grant Liens on the Collateral to lenders under a
Credit Agreement.

     

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

     

    After an
amendment under this Section 9.02 becomes
effective, the Company shall mail to Noteholders a notice briefly describing
such amendment.  The failure to give such notice to all Noteholders,
or any defect therein, shall not impair or affect the validity of an amendment
under this Section
9.02.

     

    SECTION 9.03.    Compliance with Trust
Indenture Act.  Every amendment to this Indenture or the Notes
shall comply with the TIA as then in effect.

     

    SECTION 9.04.    Revocation and Effect of
Consents and Waivers.  A consent to an amendment or a waiver by
a Holder of Notes shall bind the Holder and every subsequent Holder of such
Notes or portion of the Notes that evidences the same debt as the consenting
Holder’s Notes, even if notation of the consent or waiver is not made on the
Notes.  However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Notes or portion of the Notes if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.  After an amendment or waiver becomes
effective, it shall bind every Holder.  An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the
Trustee.

     

    The
Company may, but shall not be obligated to, fix a record date 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 120 days after such record date.


    
      
         


      

      
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    SECTION 9.05.    Notation on or Exchange of
Notes.  If an amendment changes the terms of the 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 shall issue and the Trustee shall
authenticate 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.

     

    SECTION 9.06.    Trustee To Sign
Amendments.  The Trustee shall sign any amendment authorized
pursuant to this Article 9 if the amendment 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 the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall
be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture
and that all conditions precedent are satisfied.

     

    SECTION 9.07.    Payment for
Consent.  Neither the Company nor any Affiliate of the Company
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
to all Holders that so consent, waive or agree to amend in the time frame set
forth in solicitation documents relating to such consent, waiver or
agreement.

     

    ARTICLE
10


     

    Subsidiary
Guaranties

     

    SECTION 10.01.    Guaranties.  Each
Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly
and severally, to each Holder and to the Trustee and its successors and assigns
(a) the full and punctual payment of principal of and interest on the Notes when
due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture and the Notes and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture and the Notes (all the
foregoing being hereinafter collectively called the “Notes
Obligations”).  Each Subsidiary Guarantor further agrees that
the Notes Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Subsidiary Guarantor and that such Subsidiary
Guarantor will remain bound under this Article 10 notwithstanding any extension
or renewal of any Notes Obligation.


    
      
         


      

      
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    Each
Subsidiary Guarantor waives presentation to, demand of, payment from and protest
to the Company of any of the Notes Obligations and also waives notice of protest
for nonpayment.  Each Subsidiary Guarantor waives notice of any
default under the Notes or the Notes Obligations.  The obligations of
each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of
any Holder or the Trustee to assert any claim or demand or to enforce any right
or remedy against the Company or any other Person under this Indenture, the
Notes or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of
the terms or provisions of this Indenture, the Notes or any other agreement; (d)
the release of any security held by any Holder or the Trustee for the Notes
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Notes
Obligations; or (f) except as set forth in Section 10.06, any
change in the ownership of such Subsidiary Guarantor.

     

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

     

    Except as
expressly set forth in Sections 8.01(b),
10.02 and 10.06, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Notes Obligations or otherwise.  Without limiting the generality of
the foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such Subsidiary Guarantor or would otherwise operate as
a discharge of such Subsidiary Guarantor as a matter of law or
equity.

     

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

     

    In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Company to pay the principal of or
interest on any Notes Obligation when and as the same shall become due, whether
at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Notes Obligation, each Subsidiary Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (1) the unpaid amount of such Notes Obligations, (2) accrued and
unpaid interest on such Notes Obligations (but only to the extent not prohibited
by law) and (3) all other monetary Notes Obligations of the Company to the
Holders and the Trustee.


    
      
         


      

      
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    Each
Subsidiary Guarantor further agrees that, as between it, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the Notes
Obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Notes Obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such Notes Obligations as
provided in Article 6, such Notes Obligations (whether or not due and payable)
shall forthwith become due and payable by such Subsidiary Guarantor for the
purposes of this Section
10.01.

     

    Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section
10.01.

     

    SECTION 10.02.    Limitation on
Liability.  Any term or provision of this Indenture to the
contrary notwithstanding, the maximum aggregate amount of the Notes Obligations
guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum
amount that can be hereby guaranteed without rendering this Indenture, as it
relates to such Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

     

    SECTION 10.03.    Successors and
Assigns.  This Article 10 shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall enure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

     

    SECTION 10.04.    No
Waiver.  Neither a failure nor a delay on the part of either
the Trustee or the Holders in exercising any right, power or privilege under
this Article 10 shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege.  The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law,
in equity, by statute or otherwise.

     

    SECTION 10.05.    Modification.  No
modification, amendment or waiver of any provision of this Article 10, nor the
consent to any departure by any Subsidiary Guarantor therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given.  No notice to or demand
on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.


    
      
         


      

      
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    SECTION 10.06.    Release of Subsidiary
Guarantor.  Upon (i) the sale (including any sale upon a
foreclosure or exercise of security interests) or other disposition (including
by way of consolidation or merger) of a Subsidiary Guarantor, (ii) the sale or
disposition of all or substantially all the assets of such Subsidiary Guarantor
or upon the designation of such Subsidiary as an Unrestricted Subsidiary, in
each case in accordance with the provisions of this Indenture and, in the case
of (i) and (ii) above, other than a sale or disposition to the Company or an
Affiliate of the Company, such Subsidiary Guarantor shall be deemed released
from all obligations under this Article 10 without any further action required
on the part of the Trustee or any Holder.  At the request of the
Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.

     

    ARTICLE
11

     

    Collateral

     

    SECTION 11.01.    Grant of Security
Interest.

     

    The due and punctual payment of the
principal of and interest, if any, on the Notes when and as the same shall be
due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of and interest (to the extent permitted by law), if any, on the Notes
and performance of all other obligations of the Company to the Holders or the
Trustee under this Indenture and the Notes, according to the terms hereunder or
thereunder, are secured as provided in the Collateral Agreements which the
Company has entered into simultaneously with the execution of this
Indenture.  Each Holder, by its acceptance of Notes, consents and
agrees to the terms of the Collateral Agreements (including, without limitation,
the provisions providing for foreclosure and release of Collateral) as the same
may be in effect or may be amended from time to time in accordance with its
terms and authorizes and directs the Collateral Agent to enter into the
Collateral Agreements and to perform its obligations and exercise its rights
thereunder in accordance therewith.  The Company will deliver to the
Trustee copies of all documents delivered to the Collateral Agent pursuant to
the Collateral Agreements, and will do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Collateral Agreements, to assure and confirm to the Trustee and the
Collateral Agent the security interest in the Collateral contemplated hereby, by
the Collateral Agreements or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this
Indenture and of the Notes secured hereby, according to the intent and purposes
herein expressed.  The Company will take, and will cause its
Subsidiaries to take, including without limitation upon request of the Trustee,
any and all actions reasonably required to cause the Collateral Agreements to
create and maintain, as security for the Obligations of the Company hereunder, a
valid and enforceable perfected Lien in and on all the Collateral, in favor of
the Collateral Agent for the benefit of the Holders, superior to and prior to
the rights of all third Persons and subject to no
other Liens except as expressly permitted by the applicable Collateral Agreement
or this Indenture.  The Collateral Agent may open and maintain
one or more accounts to hold the Collateral and the Collateral Agreements from
time to time, it being understood that such accounts shall not in any way expand
or otherwise affect the Collateral Agent’s duties under the Indenture and the
Collateral Agreements.


    
      
         


      

      
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    SECTION 11.02.    Recording and
Opinions.

     

    (a)  The Company will furnish
to the Trustee (and the Collateral Agent if the Trustee and Collateral Agent are
not the same Person) simultaneously with the execution and delivery of this
Indenture an Opinion of Counsel (subject to customary assumptions and
qualifications) either:

     

    (i)             stating
that, in the opinion of such counsel, all action has been taken with respect to
the recording, registering and filing of this Indenture, financing statements or
other instruments necessary to make effective the Lien intended to be created by
the Collateral Agreements, and reciting with respect to the security interests
in the Collateral, the details of such action; or

     

    (ii)             stating
that, in the opinion of such counsel, no such action is necessary to make such
Lien effective.

     

    (b)  The
Company will furnish to the Collateral Agent and the Trustee on or within one
month of April 15 in each year beginning with April 15, 2010, an Opinion of
Counsel (subject to customary assumptions and qualifications)
either:

     

    (A)
stating that, in the opinion of such counsel, action has been taken with respect
to the recording, registering, filing, re-recording, re-registering and
re-filing of all supplemental indentures, financing statements, continuation
statements or other instruments of further assurance as is necessary to maintain
the Lien of the Collateral Agreements and reciting with respect to the security
interests in the Collateral the details of such action or referring to prior
Opinions of Counsel in which such details are given, and (B) stating that, in
the opinion of such counsel, based on relevant laws as in effect on the date of
such Opinion of Counsel, all financing statements and continuation statements
have been executed and filed that are necessary as of such date and during the
succeeding 12 months fully to preserve and protect, to the extent such
protection and preservation are possible by filing, the rights of the Holders of
Notes and the Collateral Agent and the Trustee hereunder and under the
Collateral Agreements with respect to the security interests in the Collateral;
or

     

    (B)  stating
that, in the opinion of such counsel, no such action is necessary to maintain
such Lien and assignment.

     

    SECTION 11.03.    Release of
Collateral.

     

    (a)  Subject
to subsections (b), (c) and (d) of this Section 11.03,
Collateral may be released from the Lien and security interest created by the
Collateral Agreements at any time or from time to time in accordance with the
provisions of the Collateral Agreements or as provided hereby, which request by
the Company shall be made pursuant to an Officers’ Certificate certifying that
all conditions precedent hereunder have been met, and without the consent of any
Holder, the Company and the Subsidiary Guarantors will be entitled to releases
of assets included in the Collateral from the Liens securing the obligations
under the Collateral Agreements under one or more of the following
circumstances:


    
      
         


      

      
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    (1)  to
enable the Company and its Restricted Subsidiaries to enter into a Credit
Agreement, provided that (A) the incurrence of Indebtedness and the granting of
Liens in favor of the lenders under such Credit Agreement are permitted by Section 4.03 and
Section 4.11,
respectively, (B) the only Collateral that may be released from the Lien and
security interest created by the Collateral Agreements in reliance on this Section 11.03(a)(1)
shall be current assets (including cash, cash equivalents, inventory and
accounts receivable) and such other assets as customarily are pledged to
revolving credit lenders in similar transactions (including guarantees by
domestic Subsidiaries and a pledge of the stock thereof), as certified by the
Company and set forth in an Officers’ Certificate, and (C) the Company shall
have delivered to the Trustee a notice of redemption pursuant to Section 3.01 to
redeem a principal amount of Notes at least equal to 55% of “eligible NAFTA
inventory” and “eligible NAFTA accounts receivable,” in each case as defined in
the Credit Agreement;

     

    (2)  to
enable the Company or a Subsidiary Guarantor to consummate asset sales and
dispositions permitted or not prohibited under Section 4.06, in each
case to a Person other than the Company or a Subsidiary Guarantor; provided
that, if such sale, conveyance or disposition constitutes an Asset Disposition,
the Company will apply the Net Available Cash in accordance with Section
4.06;

     

    (3)  to
enable the Company to make a Restricted Payment permitted or not prohibited
under Section
4.04 or a Permitted Investment other than any such Restricted Payment or
Permitted Investment made to or in the Company or a Restricted
Subsidiary;

     

    (4) if
any Subsidiary that is a Subsidiary Guarantor is released from its Guarantee,
such Subsidiary’s assets will also be released from the Liens securing the Notes
and the Guarantee;

     

    (5)  as
set forth, and subject to the conditions stated, in Sections 8.02, 9.01 and 9.02; or

     

    (6)  if
required in accordance with the terms of the Security Agreement.

     

    Upon
receipt of such Officers’ Certificate, the Collateral Agent shall execute,
deliver or acknowledge any reasonably necessary or proper instruments of
termination, satisfaction or release to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Collateral
Agreements.

     

    (b)  No
Collateral may be released from the Lien and security interest created by the
Collateral Agreements pursuant to the provisions of the Collateral Agreements
unless the Officer’s Certificate required by this Section 11.03 has
been delivered to the Collateral Agent.

     

    (c)  At
any time when a Default or Event of Default has occurred and is continuing and
the maturity of the Notes has been accelerated (whether by declaration or
otherwise) and the Trustee has delivered a notice of acceleration to the
Collateral Agent, no release of Collateral pursuant to the provisions of the
Collateral Agreements will be effective as against the Holders.


    
      
         


      

      
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    (d)  The
release of any Collateral from the terms of this Indenture and the Collateral
Agreements will not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is
released pursuant to the terms hereof.  To the extent applicable, the
Company will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating
to the release of property or securities from the Lien and security interest of
the Security Agreement and relating to the substitution therefor of any property
or securities to be subjected to the Lien and security interest of the Security
Agreement, to be complied with.  Any certificate or opinion required
by TIA § 314(d) may be made by an Officer of the Company except in cases where
TIA § 314(d) requires that such certificate or opinion be made by an independent
Person, which Person will be an independent engineer, appraiser or other expert
selected or approved by the Company and the Collateral Agent in the exercise of
reasonable care.  Fees, charges and expenses incurred by the Trustee
or the Collateral Agent in connection herewith, including the fees and
reasonable expenses of any such engineer, appraiser or other expert shall be
reimbursed to the Trustee or the Collateral Agent (as applicable).

     

    SECTION 11.04.    Certificates of the
Company.

     

    The
Company will furnish to the Trustee and the Collateral Agent, prior to each
proposed release of Collateral pursuant to the Collateral
Agreements:

     

    (1)  all
documents required by TIA §314(d); and

     

    (2)  an
Opinion of Counsel, which may be rendered by internal counsel to the Company, to
the effect that such accompanying documents constitute all documents required by
TIA §314(d).

     

    The
Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel.

     

    SECTION 11.05.    Certificates of the
Trustee.

     

    In the
event that the Company wishes to release Collateral in accordance with the
Collateral Agreements and has delivered to the Trustee the certificates and
documents required by Sections 11.03 and 11.04 hereof, the Trustee shall deliver
a certificate to the Collateral Agent indicating that it has received all such
certificates and documents.

     

    SECTION 11.06.    Authorization of Actions to
Be Taken by the Collateral Agent Under the Collateral
Agreements.

     

    Subject to the provisions of Section
7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the
consent of the Holders, and shall, upon written request of any Holder, direct,
on behalf of the Holders, the Collateral Agent to, take all actions it deems
necessary or appropriate in order to:

     

    (1)  enforce
any of the terms of the Collateral Agreements; and

     

    (2)  collect
and receive any and all amounts payable in respect of the Obligations of the
Company hereunder.


    
      
         


      

      
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    The Trustee will have power to
institute and maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in
violation of the Collateral Agreements or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or of the
Trustee).

     

    SECTION 11.07.    Authorization of Receipt of
Funds by the Trustee Under the Collateral Agreements.

     

    The Trustee is authorized to receive
any funds for the benefit of the Holders distributed under the Collateral
Agreements, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.

     

    SECTION 11.08.    Termination of Security
Interest.

     

    Upon the payment in full of all
obligations of the Company under this Indenture and the Notes, or upon legal
defeasance or covenant defeasance in accordance with Section 8.01, the Trustee
will, at the request of the Company, deliver a certificate to the Collateral
Agent stating that such obligations have been paid in full, and instruct the
Collateral Agent to release the Liens pursuant to this Indenture and the
Collateral Agreements.

     

    ARTICLE
12

     

    Miscellaneous

     

    SECTION 12.01.    Trust Indenture Act
Controls.  If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

     

    SECTION 12.02.    Notices.  Any
notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:

     

    if to the
Company or any Subsidiary Guarantor:

     

    Wolverine
Tube, Inc.

    200
Clinton Avenue West

    Suite
1000

    Huntsville,
AL 35801

    Attention
of:  Chief Financial Officer

     

    if to the
Trustee or the Collateral Agent:

     

    U.S. Bank
National Association

    Corporate
Trust Services

    1349 W.
Peachtree Street, NW

    Suite
1050

    Two
Midtown Plaza

    Atlanta,
Georgia 30309


    
      
         


      

      
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    The
Company, any Subsidiary Guarantor, the Trustee or the Collateral Agent by notice
to the other may designate additional or different addresses for subsequent
notices or communications.

     

    Any
notice or communication mailed to a Holder shall be mailed to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time
prescribed.

     

    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.

     

    SECTION 12.03.    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 or
the Notes.  The Company, any Subsidiary Guarantor, the Trustee, the
Collateral Agent, the Registrar and anyone else shall have the protection of TIA
§ 312(c).

     

    SECTION 12.04.    Certificate and Opinion as
to Conditions Precedent.  Upon any request or application by
the Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:

     

    (1)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, 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 in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with and that the action is permitted by this
Indenture.

     

    SECTION 12.05.    Statements Required in
Certificate or Opinion.  Each certificate or opinion 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


    
      
         


      

      
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    (4)           a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.

     

    SECTION 12.06.    When Notes
Disregarded.  To the extent required by the TIA, in determining
whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which the Trustee knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Notes outstanding
at the time shall be considered in any such determination.

     

    SECTION 12.07.    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 12.08.    Legal
Holidays.  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 12.09.    Governing
Law.  This Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required
thereby.

     

    SECTION 12.10.    No Recourse Against
Others.  A director, officer, employee or stockholder, as such,
of the Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Notes or this Indenture or of such
Subsidiary Guarantor under its Subsidiary Guaranty or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting the Notes, each Holder shall waive and release
all such liability.  The waiver and release shall be part of the
consideration for the issue of the Notes.

     

    SECTION 12.11.    Successors.  All
agreements of the Company in this Indenture and the Notes shall bind its
successors.  All agreements of the Trustee in this Indenture shall
bind its successors.

     

    SECTION 12.12.    Multiple
Originals.  The parties may sign any number of copies of this
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.  One signed copy is enough to
prove this Indenture.

     

    SECTION 12.13.    Table of Contents;
Headings.  The table of contents, cross-reference sheet 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.

     

    
      
         


      

      
        75

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the
parties have caused this Indenture to be duly executed as of the date first
written above.

     

    
      
        	
                THE
      COMPANY

              
	 
      
	
                WOLVERINE
      TUBE, INC.

              
	 
      	 
      
	
                By:

              	
                /s/  Harold
      M. Karp

              
	
                Name: 

              	
                Harold
      M. Karp

              
	
                Title:

              	
                President
      and Chief Operating Officer

              


      

    

    


    
      
        
           


        

        
          76

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SUBSIDIARY
      GUARANTORS

                                            
	 
      
	
                                              TF
      INVESTOR, INC.

                                            
	 
      	 
      	 
      	 
      
	
                                              By:

                                            	
                                              
                                                /s/ 
      Harold M. Karp

                                              

                                            
	 
      	
                                              Name: 

                                            	
                                              Harold
      M. Karp

                                            
	 
      	
                                              Title:

                                            	
                                              President

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  TUBE
      FORMING, L.P.

                                
	
                                  By:
      Wolverine Tube, Inc. as General Partner

                                
	 
      	 
      	 
      
	
                                  By:

                                	
                                  
                                    /s/ 
      Harold M. Karp

                                  

                                
	 
      	Name:
      Harold
      M. Karp
	 
      	Title:  
      President
      and Chief Operating
Officer


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                TUBE
      FORMING HOLDINGS, INC.

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                
                  /s/ 
      Harold M. Karp

                

              
	 
      	
                Name: 

              	
                Harold
      M. Karp

              
	 
      	
                Title:

              	
                President

              
	 
      
	
                WOLVERINE
      FINANCE, LLC

              
	 
      	 
      	 
      	 
      
	
                By: 

              	
                
                  /s/ 
      Harold M. Karp

                

              
	 
      	
                Name:

              	
                Harold
      M. Karp

              
	 
      	
                Title:

              	
                Chief
      Manager

              
	 
      
	
                WOLVERINE
      PA, LLC

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                
                  /s/ 
      Harold M. Karp

                

              
	 
      	
                Name:

              	
                Harold
      M. Karp

              
	 
      	
                Title:

              	
                President

              
	 
      
	
                WOLVERINE
      JOINING TECHNOLOGIES, LLC

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                
                  /s/ 
      Harold M. Karp

                

              
	
                 

              	
                Name:

              	
                Harold
      M. Karp

              
	
                 
      

              	
                Title:

              	
                President

              


      

    

     

    
      
        
           


        

        
          77

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  	
                          TRUSTEE
      AND COLLATERAL AGENT

                        
	 
	
                          U.S. BANK NATIONAL
      ASSOCIATION, a
national banking association, as Trustee and
      Collateral Agent

                        
	 	 	 
	 
      	
                          By:

                        	/s/ 
      Paul L. Henderson  
	 
      	 
      	
                          Name:

                        	Paul
      L. Henderson  
	 
      	 
      	
                          Title:

                        	Assistant
      Vice President 



                

              

            

          

        

      

    

    


    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    [FORM OF
FACE OF NOTE]

     

    [Global
Notes Legend]

     

    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 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 NOTE 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 NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS NOTE
WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  WITH RESPECT
TO THE NOTES, WOLVERINE TUBE, INC. AGREES TO PROVIDE TO HOLDERS OF NOTES, UPON
WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE
AND YIELD TO MATURITY.  ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE
CHIEF FINANCIAL OFFICER OF WOLVERINE TUBE, INC. AT THE FOLLOWING ADDRESS:
WOLVERINE TUBE, INC., 200 CLINTON AVENUE WEST, SUITE 1000, HUNTSVILLE, AL
35801.

     

    CUSIP/CINS________

     

    15%
Senior Secured Notes Due 2012

     

    No.____                                                         $____________

     

    Wolverine
Tube, Inc., a Delaware corporation, promises to pay to _______________, or
registered assigns, the principal sum of ____________ Dollars on March 31,
2012.

     

    Interest
Payment Dates:    March 31 and September 30.

     

    Record
Dates:  March 15 and September 15.

     

    Dated:  _________,
20__

     

    Reference
is made to the further provisions of this Note contained on the reverse side of
this Note, which will for all purposes have the same effect as if set forth at
this place.

     

    [Signature
page follows.]

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
Company has caused this Note to be signed manually or by facsimile by its duly
authorized officer as of the date above.

     

    
      
        	
                WOLVERINE TUBE,
      INC.,

              
	
                a
      Delaware corporation

              
	 
      	 
      
	
                By:

              	
                 

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    This is
one of the 15% Senior Secured Notes due 2012 referred to in the within-mentioned
Indenture.

     

    
      
        	
                U.S. BANK NATIONAL
      ASSOCIATION,

              
	
                a
      national banking association, as Trustee

              
	 
      	 
      
	
                By:

              	
                 

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    [FORM OF
REVERSE SIDE OF NOTE]

     

    15%
Senior Secured Note due 2012

     

    1.           Interest.

     

    Wolverine
Tube, Inc., a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Note at the rate per annum equal
to 15% from_______, 20__ until maturity, of which 10% is payable in cash and 5%
is payable by issuing additional Notes (“PIK Notes”); provided, that (a) if
the outstanding principal amount of Notes at the close of business on March 31,
2010 exceeds $90 million, the interest rate will increase to 16%, of which 10%
will be payable in cash and 6% will be payable in PIK Notes, and (b) if the
outstanding principal amount of Notes at the close of business on March 31, 2011
exceeds $60 million, the interest rate will increase to 17%, of which 10% will
be payable in cash and 7% will be payable in PIK Notes.  The Company
will pay interest semiannually on March 31 and September 30 of each year,
commencing September 30, 2009.  Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from _______, 20__.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  The Company will pay interest
on overdue principal at the above rate and will pay interest on overdue
installments of interest at such rate to the extent lawful.

     

    2.           Method of
Payment.

     

    The
Company will pay interest on the Notes (except defaulted interest) to the
Persons who are registered holders of Notes at the close of business on the
September 15 or March 15 next preceding the interest payment date even if the
Notes are cancelled after the record date and on or before the interest payment
date.  Holders must surrender their Notes to a Paying Agent to collect
principal payments.  The Company will pay principal and the cash
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Notes represented by a Global Note (including principal, premium, if any,
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company.  The Company
will make all payments in respect of a certificated Note (including principal,
premium, if any, and interest) by mailing a check to the registered address of
each Holder thereof; provided, however, that
payments on a certificated Note will be made 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 30 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,
U.S. Bank National Association, a national banking association, the Trustee and
Collateral Agent under the Indenture, will act as Paying Agent and
Registrar.  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

     

    4.           Indenture.

     

    The
Company issued the Notes under an Indenture dated as of April 28, 2009 (“Indenture”), among
the Company, the Subsidiary Guarantors and the Trustee and the Collateral
Agent.  The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. § 77aaa-77bbbb) as in effect on the date of the Indenture (the
“Act”).  Terms
used and not defined herein have the meanings ascribed to such terms in the
Indenture.  The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of those
terms.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    The Notes
are secured obligations of the Company.  The Indenture contains
covenants that limit the ability of the Company and its subsidiaries to incur
additional indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; issue or sell capital stock of
subsidiaries; engage in transactions with affiliates; create liens on assets;
transfer or sell assets; guarantee indebtedness; restrict dividends or other
payments of subsidiaries; consolidate, merge or transfer all or substantially
all of its assets and the assets of its subsidiaries; and engage in
sale/leaseback transactions.  These covenants are subject to important
exceptions and qualifications.

     

    5.           Optional
Redemption.

     

    At any
time and from time to time, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at a redemption price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if
any, on the Notes redeemed to the applicable redemption date, subject to the
rights of Holders on the relevant record date to receive interest on the
relevant interest payment date.  Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption
date.

     

    6.           Mandatory
Redemption.

     

    The
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes; provided, however, that if the
Company grants any Liens to lenders under a Credit Agreement, the Company shall
issue a notice of redemption in accordance with Section 3.03 of the Indenture to
redeem an amount of Notes equal to 55% of “eligible NAFTA inventory” and
“eligible NAFTA accounts receivable” (in each case as such terms are defined in
the Credit Agreement).  A notice of redemption issued pursuant to
Section 3.07 of the Indenture shall be delivered immediately prior to or
concurrently with the closing of the Credit Agreement.

     

    7.           Notice of
Redemption.

     

    Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address.  Notes in denominations larger than $1,000 principal amount
may be redeemed in part but only in whole multiples of $1,000.  If
money sufficient to pay the redemption price of and accrued interest on all
Notes (or portions thereof) to be redeemed on the redemption date is deposited
with the Paying Agent on or before the redemption date and certain other
conditions are satisfied, on and after such date interest ceases to accrue on
such Notes (or such portions thereof) called for redemption.

     

    8.           Put
Provisions.

     

    Upon a
Change of Control, any Holder of Notes will have the right to cause the Company
to repurchase all or any part of the Notes of such Holder at a repurchase price
equal to 101% of the principal amount of the Notes to be repurchased plus
accrued interest, if any, to the date of repurchase (subject to the right of
holders of record on the relevant record date to receive interest due on the
related interest payment date) as provided in, and subject to the terms of, the
Indenture.

     

    Under
certain circumstances as set forth in the Indenture, the Company will be
required to offer to purchase Notes with the Net Available Cash from Asset
Dispositions.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    9.           Guaranty.

     

    The
payment by the Company of the principal of, and premium and interest on, the
Notes is guaranteed by the Subsidiary Guarantors on a joint and several basis,
on the terms set forth in the Indenture.

     

    10.           Denominations; Transfer;
Exchange.

     

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

     

    11.           Persons Deemed
Owners.

     

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

     

    12.           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.

     

    13.           Discharge and
Defeasance.

     

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

     

    14.           Amendment,
Waiver.

     

    Subject
to certain exceptions set forth in the Indenture, (i) the Indenture and the
Notes may be amended with the written consent of the Holders of at least a
majority in principal amount outstanding of the Notes and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount outstanding of the
Notes.  Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company, the Subsidiary Guarantors and
the Trustee shall be entitled to amend the Indenture, the Collateral Agreements
or the Notes to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for uncertificated Notes
in addition to or in place of certificated Notes, or to add guarantees with
respect to the Notes, including Subsidiary Guaranties, or to secure the Notes,
or to add additional covenants or surrender rights and powers conferred on the
Company or the Subsidiary Guarantors, or to comply with any request of the SEC
in connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Holder of Notes.  The
consent of at least 662⁄3%
in aggregate principal amount of then outstanding Notes shall be required to (a)
release all or substantially all of the Collateral otherwise than in accordance
with the terms of the Indenture and the Collateral Agreements or (b) grant Liens
on the Collateral to lenders under a new revolving credit facility.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    15.           Defaults and Remedies.

     

    The
Events of Default are defined in Section 6.01 of the Indenture.  If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the 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 or security satisfactory to
it.  Subject to certain limitations, Holders of a majority in
principal amount of the Notes may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Holders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is not opposed to the interest of the
Holders.

     

    16.           Trustee Dealings with the
Company.

     

    Subject
to certain limitations imposed by the Act, 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 or
its Affiliates and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee.

     

    17.           No Recourse Against
Others.

     

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

     

    18.           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.

     

    19.           Abbreviations.

     

    Customary
abbreviations may be used in the name of a Holder of Notes or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    20.           CUSIP
Numbers.

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures the Company has caused CUSIP numbers to be printed on
the Notes and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders of Notes.  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.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    21.           Governing Law.

     

    THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     

    The
Company will furnish to any Holder of Notes upon written request and without
charge to the Holder of Notes a copy of the Indenture which has in it the text
of this Note in larger type.  Requests may be made to:

     

    Wolverine
Tube Inc.

    200
Clinton Avenue West

    Suite
1000

    Huntsville,
Alabama 35801

    Attention:  Secretary

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    [TO BE
ATTACHED TO GLOBAL NOTES]

     

    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

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

     

    
      
        
          
            
              	
                      Date of

                      Exchange

                    	 
      	
                      Amount of

                      decrease

                      in Principal

                      amount of this

                      Global Note

                    	 
      	
                      Amount of

                      increase in

                      Principal

                      amount of this

                      Global Note

                    	 
      	
                      Principal amount

                      of this Global

                      Note

                      following

                      such decrease

                      or increase)

                    	 
      	
                      Signature of

                      authorized

                      officer of

                      Trustee or

                      Custodian

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


            

          

        


        
          
             


          

          
            9

            
              

            

          

          
             


          

        



    

    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Company pursuant to Section
4.06 or 4.10 of the Indenture, check the box:

     

     ̈  Section
4.06                      
 ̈  Section
4.10

     

    If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 4.06 or 4.10 of the Indenture, state the amount in principal
amount:

     

    $____________

    (multiple of
$1,000)

     

    
      
        
          	
                  Date:                                           
      ,

                	
                  Your
      Signature:                                                                   
      

                
	 
      	 
      
	 
      	
                  (Sign
      exactly as your name appears

                
	 
      	
                  on
      the other side of this Note.)

                
	 
      	 
      
	 
      	
                  Tax
      Identification No:                                            
      

                


        

      

    

    Signature
Guarantee:

     

      
        

      

    

    (Signature
must be guaranteed)

     

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

    


    
      
        
           


        

        
          10