a5965539ex4_1.htm


    
      Exhibit
4.1

       

      
         

         

         

         

         

         

        
          

        

      

       

       

      INGLES MARKETS, INCORPORATED

      AS
ISSUER

       

      AND

       

      U.S.
BANK, NATIONAL ASSOCIATION

      AS
TRUSTEE

       

      INDENTURE

       

      DATED
AS OF MAY 12, 2009

       

      $575,000,000

       

      87⁄8%
SENIOR NOTES DUE 2017

       

       

      
        

      

    

     

     

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    CROSS-REFERENCE
TABLE*

     

    
      
        
          	Trust
      Indenture Act Section	
                  Indenture
      Section

                
	 	 
      	 
      
	§ 310	
                  (a)(1)

                	
                  6.09

                
	 	
                  (a)(2)                                                                                         

                	
                  6.09

                
	 	
                  (b)                                                                                         

                	
                  6.08,
      6.10

                
	 	
                  (c)                                                                                         

                	
                  N.A.

                
	§ 311 	
                  (a)

                	
                  6.13

                
	 	
                  (c)                                                                                         

                	
                  N.A

                
	§ 312	
                  (a)

                	
                  7.01

                
	 	
                  (b)                                                                                         

                	
                  7.02

                
	 	
                  (c)                                                                                         

                	
                  7.02

                
	§ 313	
                  (a)

                	
                  7.03

                
	 	
                  (c)                                                                                         

                	
                  7.04

                
	§ 314	
                  (a)

                	
                  7.04

                
	 	
                  (a)(4)                                                                                         

                	
                  10.19

                
	 	
                  (b)                                                                                         

                	
                  N.A.

                
	 	
                  (c)(1)                                                                                         

                	
                  1.03,
      1.04, 4.04, 12.01

                
	 	
                  (c)(2)                                                                                         

                	
                  1.03,
      1.04, 4.04, 12.01

                
	 	
                  (d)                                                                                         

                	
                  N.A.

                
	 	
                  (e)                                                                                         

                	
                  1.03

                
	§ 315	
                  (a)

                	
                  6.01(b)

                
	 	
                  (b)                                                                                         

                	
                  6.02

                
	 	
                  (c)                                                                                         

                	
                  6.01(a)

                
	 	
                  (d)                                                                                         

                	
                  6.01(c),
      6.03

                
	 	
                  (e)                                                                                         

                	
                  5.14

                
	§ 316	
                  (a)(1)(A)

                	
                  5.12

                
	 	
                  (a)(1)(B)                                                                                         

                	
                  5.02,
      5.13

                
	 	
                  (a)(2)                                                                                         

                	
                  N.A.

                
	 	
                  (b)                                                                                         

                	
                  5.08

                
	 	
                  (c)                                                                                         

                	
                  1.05

                
	§ 317	
                  (a)(1)

                	
                  5.03

                
	 	
                  (a)(2)                                                                                         

                	
                  5.04

                
	 	
                  (b)                                                                                         

                	
                  10.03

                
	§ 318	
                  (a)

                	
                  1.08

                


        

      

    

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	
                                         Page

                                      
	 	 	 
	
                                        ARTICLE
      ONE

                                      
	
                                         
      

                                      	 
      	 
      
	
                                        DEFINITIONS
      AND OTHER

                                      
	
                                        PROVISIONS
      OF GENERAL APPLICATION

                                      
	 	 	 
	
                                        Section
      1.01.

                                      	
                                        Definitions

                                      	
                                        1

                                      
	
                                        Section
      1.02.

                                      	
                                        Other
      Definitions

                                      	
                                        27

                                      
	
                                        Section
      1.03.

                                      	
                                        Compliance
      Certificates and Opinions

                                      	
                                        28

                                      
	
                                        Section
      1.04.

                                      	
                                        Form
      of Documents Delivered to Trustee

                                      	
                                        28

                                      
	
                                        Section
      1.05.

                                      	
                                        Acts
      of Holders

                                      	
                                        29

                                      
	
                                        Section
      1.06.

                                      	
                                        Notices,
      etc., to the Trustee, the Company and Any Guarantor

                                      	
                                        31

                                      
	
                                        Section
      1.07.

                                      	
                                        Notice
      to Holders; Waiver

                                      	
                                        31

                                      
	
                                        Section
      1.08.

                                      	
                                        Conflict
      with Trust Indenture Act

                                      	
                                        32

                                      
	
                                        Section
      1.09.

                                      	
                                        Effect
      of Headings and Table of Contents

                                      	
                                        32

                                      
	
                                        Section
      1.10.

                                      	
                                        Successors
      and Assigns

                                      	
                                        32

                                      
	
                                        Section
      1.11.

                                      	
                                        Separability
      Clause

                                      	
                                        32

                                      
	
                                        Section
      1.12.

                                      	
                                        Benefits
      of Indenture

                                      	
                                        32

                                      
	
                                        Section
      1.13.

                                      	
                                        GOVERNING
      LAW

                                      	
                                        32

                                      
	
                                        Section
      1.14.

                                      	
                                        Legal
      Holidays

                                      	
                                        32

                                      
	
                                        Section
      1.15.

                                      	
                                        Independence
      of Covenants

                                      	
                                        33

                                      
	
                                        Section
      1.16.

                                      	
                                        Schedules
      and Exhibits

                                      	
                                        33

                                      
	
                                        Section
      1.17.

                                      	
                                        Counterparts

                                      	
                                        33

                                      
	 	 	 
	
                                        ARTICLE
      TWO

                                      
	 
      	 
      	 
      
	
                                        SECURITY
      FORMS

                                      
	 	 	 
	
                                        Section
      2.01.

                                      	
                                        Forms
      Generally

                                      	
                                        33

                                      
	
                                        Section
      2.02.

                                      	
                                        Form
      of Face of Security

                                      	
                                        34

                                      
	
                                        Section
      2.03.

                                      	
                                        Form
      of Reverse of Securities

                                      	
                                        41

                                      
	 	 	 
	
                                        ARTICLE
      THREE

                                      
	 
      	 
      	 
      
	
                                        THE
      SECURITIES

                                      
	 	 	 
	
                                        Section
      3.01.

                                      	
                                        Title
      and Terms

                                      	
                                        45

                                      
	
                                        Section
      3.02.

                                      	
                                        Denominations

                                      	
                                        46

                                      
	
                                        Section
      3.03.

                                      	
                                        Execution,
      Authentication, Delivery and Dating

                                      	
                                        46

                                      
	
                                        Section
      3.04.

                                      	
                                        Temporary
      Securities

                                      	
                                        47

                                      
	
                                        Section
      3.05.

                                      	
                                        Registration;
      Registration of Transfer and Exchange

                                      	
                                        47

                                      
	
                                        Section
      3.06.

                                      	
                                        Book-Entry
      Provisions for Global Securities

                                      	
                                        49

                                      
	
                                        Section
      3.07.

                                      	
                                        Special
      Transfer and Exchange Provisions

                                      	
                                        50

                                      
	
                                        Section
      3.08.

                                      	
                                        Mutilated,
      Destroyed, Lost and Stolen Securities

                                      	
                                        53

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                          Section
      3.09.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Payment
      of Interest; Interest Rights Preserved

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          54

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      3.10.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          CUSIP
      Numbers

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          55

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      3.11.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Persons
      Deemed Owners

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          55

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      3.12.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Cancellation

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          55

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      3.13.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Computation
      of Interest

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          56

                                                                                                                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                                                                                                                          ARTICLE
      FOUR

                                                                                                                                                                                                                                                                                                        
	 
      	 
      	 
      
	
                                                                                                                                                                                                                                                                                                          DEFEASANCE
      AND COVENANT DEFEASANCE

                                                                                                                                                                                                                                                                                                        
	 
	 	 	 
	
                                                                                                                                                                                                                                                                                                          Section
      4.01.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Option
      to Effect Defeasance or Covenant Defeasance

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          56

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      4.02.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Defeasance
      and Discharge

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          56

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      4.03.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Covenant
      Defeasance

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          56

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      4.04.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Conditions
      to Defeasance or Covenant Defeasance

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          57

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      4.05.

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

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          59

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      4.06.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Reinstatement

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          60

                                                                                                                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                                                                                                                          ARTICLE
      FIVE

                                                                                                                                                                                                                                                                                                        
	 
      	 
      	 
      
	
                                                                                                                                                                                                                                                                                                          REMEDIES

                                                                                                                                                                                                                                                                                                        
	 
	
                                                                                                                                                                                                                                                                                                          Section
      5.01.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Events
      of Default

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          60

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.02.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Acceleration
      of Maturity; Rescission and Annulment

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          62

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.03.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Collection
      of Indebtedness and Suits for Enforcement by Trustee

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          63

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.04.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Trustee
      May File Proofs of Claim

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          64

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.05.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Trustee
      May Enforce Claims without Possession of Securities

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          64

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.06.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Application
      of Money Collected

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          65

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.07.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Limitation
      on Suits

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          65

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.08.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          66

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.09.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Restoration
      of Rights and Remedies

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          66

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.10.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Rights
      and Remedies Cumulative

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          66

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.11.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Delay
      or Omission Not Waiver

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          66

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.12.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Control
      by Holders

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          67

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.13.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Waiver
      of Past Defaults

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          67

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.14.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Undertaking
      for Costs

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          67

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.15.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Waiver
      of Stay, Extension or Usury Laws

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          68

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      5.16.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Remedies
      Subject to Applicable Law

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          68

                                                                                                                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                                                                                                                          ARTICLE
      SIX

                                                                                                                                                                                                                                                                                                        
	 
      	 
      	 
      
	
                                                                                                                                                                                                                                                                                                          THE
      TRUSTEE

                                                                                                                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                                                                                                                          Section
      6.01.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Duties
      of Trustee

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          68

                                                                                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                                                                                          Section
      6.02.

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          Notice
      of Defaults

                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                          69

                                                                                                                                                                                                                                                                                                        


                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                          

                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        Section
      6.03.

                                                                                                      	
                                                                                                        Certain
      Rights of Trustee

                                                                                                      	
                                                                                                        70

                                                                                                      
	
                                                                                                        Section
      6.04.

                                                                                                      	
                                                                                                        Trustee
      Not Responsible for Recitals, Dispositions of Securities or Application of
      Proceeds Thereof

                                                                                                      	
                                                                                                        71

                                                                                                      
	
                                                                                                        Section
      6.05.

                                                                                                      	
                                                                                                        Trustee
      and Agents May Hold Securities; Collections; etc

                                                                                                      	
                                                                                                        72

                                                                                                      
	
                                                                                                        Section
      6.06.

                                                                                                      	
                                                                                                        Money
      Held in Trust

                                                                                                      	
                                                                                                        72

                                                                                                      
	
                                                                                                        Section
      6.07.

                                                                                                      	
                                                                                                        Compensation
      and Indemnification of Trustee and Its Prior Claim

                                                                                                      	
                                                                                                        72

                                                                                                      
	
                                                                                                        Section
      6.08.

                                                                                                      	
                                                                                                        Conflicting
      Interests

                                                                                                      	
                                                                                                        73

                                                                                                      
	
                                                                                                        Section
      6.09.

                                                                                                      	
                                                                                                        Trustee
      Eligibility

                                                                                                      	
                                                                                                        73

                                                                                                      
	
                                                                                                        Section
      6.10.

                                                                                                      	
                                                                                                        Resignation
      and Removal; Appointment of Successor Trustee

                                                                                                      	
                                                                                                        73

                                                                                                      
	
                                                                                                        Section
      6.11.

                                                                                                      	
                                                                                                        Acceptance
      of Appointment by Successor

                                                                                                      	
                                                                                                        75

                                                                                                      
	
                                                                                                        Section
      6.12.

                                                                                                      	
                                                                                                        Merger,
      Conversion, Consolidation or Succession to Business

                                                                                                      	
                                                                                                        75

                                                                                                      
	
                                                                                                        Section
      6.13.

                                                                                                      	
                                                                                                        Preferential
      Collection of Claims Against Company

                                                                                                      	
                                                                                                        76

                                                                                                      
	 	 	 
	
                                                                                                        ARTICLE
      SEVEN

                                                                                                      
	 
      	 
      	 
      
	
                                                                                                        HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

                                                                                                      
	 	 	 
	
                                                                                                        Section
      7.01.

                                                                                                      	
                                                                                                        Company
      to Furnish Trustee Names and Addresses of Holders

                                                                                                      	
                                                                                                        76

                                                                                                      
	
                                                                                                        Section
      7.02.

                                                                                                      	
                                                                                                        Disclosure
      of Names and Addresses of Holders

                                                                                                      	
                                                                                                        76

                                                                                                      
	
                                                                                                        Section
      7.03.

                                                                                                      	
                                                                                                        Reports
      by Trustee

                                                                                                      	
                                                                                                        77

                                                                                                      
	
                                                                                                        Section
      7.04.

                                                                                                      	
                                                                                                        Reports
      by Company and Guarantors

                                                                                                      	
                                                                                                        77

                                                                                                      
	 	 	 
	
                                                                                                        ARTICLE
      EIGHT

                                                                                                      
	 
      	 
      	 
      
	
                                                                                                        CONSOLIDATION,
      MERGER, SALE OF ASSETS

                                                                                                      
	 	 	 
	
                                                                                                        Section
      8.01.

                                                                                                      	
                                                                                                        Company
      and Guarantors, if Any, May Consolidate, etc., Only on Certain
      Terms

                                                                                                      	
                                                                                                        78

                                                                                                      
	
                                                                                                        Section
      8.02.

                                                                                                      	
                                                                                                        Successor
      Substituted

                                                                                                      	
                                                                                                        81

                                                                                                      
	 	 	 
	
                                                                                                        ARTICLE
      NINE

                                                                                                      
	 
      	 
      	 
      
	
                                                                                                        SUPPLEMENTAL
      INDENTURES

                                                                                                      
	 	 	 
	
                                                                                                        Section
      9.01.

                                                                                                      	
                                                                                                        Supplemental
      Indentures and Agreements Without Consent of Holders

                                                                                                      	
                                                                                                        81

                                                                                                      
	
                                                                                                        Section
      9.02.

                                                                                                      	
                                                                                                        Supplemental
      Indentures and Agreements with Consent of Holders

                                                                                                      	
                                                                                                        82

                                                                                                      
	
                                                                                                        Section
      9.03.

                                                                                                      	
                                                                                                        Execution
      of Supplemental Indentures and Agreements

                                                                                                      	
                                                                                                        84

                                                                                                      
	
                                                                                                        Section
      9.04.

                                                                                                      	
                                                                                                        Effect
      of Supplemental Indentures

                                                                                                      	
                                                                                                        84

                                                                                                      
	
                                                                                                        Section
      9.05.

                                                                                                      	
                                                                                                        Conformity
      with Trust Indenture Act

                                                                                                      	
                                                                                                        84

                                                                                                      
	
                                                                                                        Section
      9.06.

                                                                                                      	
                                                                                                        Reference
      in Securities to Supplemental Indentures

                                                                                                      	
                                                                                                        84

                                                                                                      
	
                                                                                                        Section
      9.07.

                                                                                                      	
                                                                                                        Notice
      of Supplemental Indentures

                                                                                                      	
                                                                                                        85

                                                                                                      
	
                                                                                                        Section
      9.08.

                                                                                                      	
                                                                                                        Revocation
      and Effects of Consents

                                                                                                      	
                                                                                                        85

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                ARTICLE
      TEN

              
	 
      	 
      	 
      
	
                COVENANTS

              
	 	 	 
	
                Section
      10.01.

              	
                Payment
      of Principal, Premium and Interest

              	
                85

              
	
                Section
      10.02.

              	
                Maintenance
      of Office or Agency

              	
                85

              
	
                Section
      10.03.

              	
                Money
      for Security Payments to Be Held in Trust

              	
                86

              
	
                Section
      10.04.

              	
                Corporate
      Existence

              	
                87

              
	
                Section
      10.05.

              	
                Payment
      of Taxes and Other Claims

              	
                87

              
	
                Section
      10.06.

              	
                Maintenance
      of Properties

              	
                88

              
	
                Section
      10.07.

              	
                Maintenance
      of Insurance

              	
                88

              
	
                Section
      10.08.

              	
                Limitation
      on Indebtedness

              	
                88

              
	
                Section
      10.09.

              	
                Limitation
      on Restricted Payments

              	
                91

              
	
                Section
      10.10.

              	
                Limitation
      on Transactions with Affiliates

              	
                96

              
	
                Section
      10.11.

              	
                Limitation
      on Liens

              	
                97

              
	
                Section
      10.12.

              	
                Limitation
      on Sale of Assets

              	
                98

              
	
                Section
      10.13.

              	
                Limitation
      on Issuances of Guarantees of and Pledges for Indebtedness

              	
                102

              
	
                Section
      10.14.

              	
                [Reserved]

              	
                102

              
	
                Section
      10.15.

              	
                Purchase
      of Securities upon a Change of Control

              	
                103

              
	
                Section
      10.16.

              	
                Limitation
      on Dividend and Other Payment Restrictions Affecting
      Subsidiaries

              	
                106

              
	
                Section
      10.17.

              	
                Limitations
      on Unrestricted Subsidiaries

              	
                107

              
	
                Section
      10.18.

              	
                Provision
      of Financial Statements

              	
                108

              
	
                Section
      10.19.

              	
                Statement
      by Officers as to Default

              	
                109

              
	
                Section
      10.20.

              	
                Waiver
      of Certain Covenants

              	
                109

              
	 	 	 
	
                ARTICLE
      ELEVEN

              
	 
      	 
      	 
      
	
                REDEMPTION
      OF SECURITIES

              
	 	 	 
	
                Section
      11.01.

              	
                Rights
      of Redemption

              	
                110

              
	
                Section
      11.02.

              	
                Applicability
      of Article

              	
                110

              
	
                Section
      11.03.

              	
                Election
      to Redeem; Notice to Trustee

              	
                110

              
	
                Section
      11.04.

              	
                Selection
      by Trustee of Securities to Be Redeemed

              	
                110

              
	
                Section
      11.05.

              	
                Notice
      of Redemption

              	
                111

              
	
                Section
      11.06.

              	
                Deposit
      of Redemption Price

              	
                112

              
	
                Section
      11.07.

              	
                Securities
      Payable on Redemption Date

              	
                112

              
	
                Section
      11.08.

              	
                Securities
      Redeemed or Purchased in Part

              	
                113

              
	 	 	 
	
                ARTICLE
      TWELVE

              
	 
      	 
      	 
      
	
                SATISFACTION
      AND DISCHARGE

              
	 	 	 
	
                Section
      12.01.

              	
                Satisfaction
      and Discharge of Indenture

              	
                113

              
	
                Section
      12.02.

              	
                Application
      of Trust Money

              	
                114

              


      

       

       

    

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              ANNEX
      A

                            	
                              Intercompany
      Note

                            
	
                              EXHIBIT
      A

                            	
                              Regulation
      S Certificate

                            
	
                              EXHIBIT
      B

                            	
                              Restricted
      Securities Certificate

                            
	
                              EXHIBIT
      C

                            	
                              Unrestricted
      Securities Certificate

                            
	
                              APPENDIX
      I

                            	
                              Form
      of Transfer Notice

                            
	
                              APPENDIX
      II

                            	
                              Form
      of Transferee
Certificate

                            


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    INDENTURE,
dated as of May 12, 2009 between Ingles Markets, Incorporated, a North Carolina
corporation (the “Company”), and U.S.
Bank, National Association, a national banking association, as trustee (the
“Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the creation of an issue of 87⁄8% Senior Notes due
2017 (the “Securities”) of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture and the Securities;

     

    This
Indenture is subject to, and shall be governed by, the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures qualified
under the Trust Indenture Act;

     

    All acts
and things necessary have been done to make (i) the Securities, when duly issued
and executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company and (ii) this Indenture a valid agreement of the
Company in accordance with the terms of this Indenture;

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    For and in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:

     

    ARTICLE
ONE

     

    DEFINITIONS
AND OTHER

    PROVISIONS
OF GENERAL APPLICATION

     

    Section
1.01. 
Definitions

     

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

     

    (a)           the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;

     

    (b)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

     

    (c)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           all
references to $, US$, dollars or United States dollars shall refer to the lawful
currency of the United States of America; and

     

    (f)           all
references herein to particular Sections or Articles refer to this Indenture
unless otherwise so indicated.

     

    Certain
terms used principally in Article Four are
defined in Article
Four.

     

    “Acquired
Indebtedness” means Indebtedness of a Person (1) existing at the time
such Person becomes a Restricted Subsidiary or (2) assumed in connection with
the acquisition of assets from such Person, in each case, other than
Indebtedness incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary or such acquisition, as the case may
be.  Acquired Indebtedness shall be deemed to be incurred on the date
of the related acquisition of assets from any Person or the date the acquired
Person becomes a Restricted Subsidiary, as the case may be.

     

    “Additional
Securities” means Securities (other than the Initial Securities) issued
under this Indenture in accordance with Sections 3.03 and
11.08 hereof,
as part of the same series as the Initial Securities.  The Initial
Securities and any Additional Securities subsequently issued under this
Indenture shall be treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions, and
offers to purchase.

     

    “Affiliate” means,
with respect to any specified Person:  (1) any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; (2) any other Person that owns, directly or
indirectly, 10% or more of any class or series of such specified Person’s (or
any of such Person’s direct or indirect parent’s) Capital Stock or any officer
or director of any such specified Person or other Person or, with respect to any
natural Person, any Person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin; or (3) any other Person
10% or more of the Voting Stock of which is beneficially owned or held directly
or indirectly by such specified Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

     

    “Applicable Premium”
means, with respect to any Security on any applicable Redemption Date, the
greater of (i) 1.0% of the then outstanding principal amount of such
Security and (ii) the excess of:

     

    (a)           the
present value at such Redemption Date of the sum of (i) the Redemption
Price of such Security at May 15, 2013 (such Redemption Price being set forth in
the table appearing under Section 2.03) plus
(ii) all required interest payments due on such Security through May 15,
2013 (excluding accrued but unpaid interest), such present value to be computed
using a discount rate equal to the Treasury Rate as of such redemption date plus
50 basis points; over

     

    (b)           the
then outstanding principal amount of such Security.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Applicable
Procedures” means, with respect to any transfer or transaction involving
a Global Security or beneficial interest therein, the rules and procedures of
the Depositary for such Security, Euroclear and Clearstream, in each case to the
extent applicable to such transaction and as in effect at the time of such
transfer or transaction.

     

    “Asset Sale” means any
sale, issuance, conveyance, transfer, lease or other disposition (including,
without limitation, by way of merger, consolidation or sale and leaseback
transaction) (collectively, a “transfer”), directly
or indirectly, in one or a series of related transactions, of:

     

    (1)           any
Capital Stock of any Restricted Subsidiary;

     

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

     

    (3)           any
other properties or assets of the Company or any Restricted Subsidiary other
than in the ordinary course of business.

     

    For the
purposes of this definition, the term “Asset Sale” shall not include any
transfer of properties and assets:

     

    (A)           that
is governed by the provisions described under Article Eight
hereof,

     

    (B)           that
is by the Company to any Guarantor, or by any Guarantor to the Company or any
Guarantor in accordance with the terms of this Indenture, including any issuance
of Capital Stock,

     

    (C)           that
would be within the definition of a “Restricted Payment” in Section 10.09 and
would be permitted to be made as a Restricted Payment (and shall be deemed a
Restricted Payment) under such Section,

     

    (D)           that
is of obsolete equipment in the ordinary course of business,

     

    (E)           any
disposition of Cash Equivalents,

     

    (F)           non-exclusive
license or sublicense of intellectual property or other
intangibles,

     

    (G)           surrender
or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind,

     

    (H)           to
the extent permitted under Section 1031 of the Tax Code, any exchange of
like property,

     

    (I)           that
is a lease, assignment or sublease of any real or personal property in the
ordinary course of business, or

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (J)           the
Fair Market Value of which in the aggregate does not exceed $5.0 million in any
transaction or series of related transactions.

     

    “Asset Swap” means the
exchange by the Company or a Restricted Subsidiary of a portion of its property,
business or assets, in the ordinary course of business, for property, business
or assets which, or Capital Stock of a Person all or substantially all of whose
assets, are of a type used in the business of the Company on the date of this
Indenture or in a Permitted Business, or a combination of any property, business
or assets or Capital Stock of such a Person and cash or Cash
Equivalents.

     

    “Average Life to Stated
Maturity” means, as of the date of determination with respect to any
Indebtedness, the quotient obtained by dividing (1) the sum of the products of
(a) the number of years from the date of determination to the date or dates of
each successive scheduled principal payment of such Indebtedness multiplied by
(b) the amount of each such principal payment by (2) the sum of all such
principal payments.

     

    “Bankruptcy Law” means
Title 11, United States Bankruptcy Code, as amended, or any similar United
States federal or state law or foreign law relating to bankruptcy, insolvency,
receivership, winding up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

     

    “Board of Directors”
means the board of directors of the Company or any Guarantor, as the case may
be, or any duly authorized committee of such board.

     

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

     

    “Business Day” means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions or trust companies in The City of New York or the city in
which the Corporate Trust Office of the Trustee is located are authorized or
obligated by law, regulation or executive order to close.

     

    “Capital Lease
Obligation” of any Person means any obligation of such Person and its
Restricted Subsidiaries on a Consolidated basis under any capital lease of (or
other agreement conveying the right to use) real or personal property which, in
accordance with GAAP, is required to be recorded as a capitalized lease
obligation.

     

    “Capital Stock” of any
Person means any and all shares, interests, participations, rights in or other
equivalents (however designated) of such Person’s capital stock, other equity
interests whether now outstanding or issued after the date hereof, partnership
interests (whether general or limited), limited liability company interests, any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, including any Preferred Stock, and any rights (other than debt
securities convertible into Capital Stock), warrants or options exchangeable for
or convertible into such Capital Stock.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Cash Equivalents”
means:

     

    (1)           any
evidence of Indebtedness issued or directly and fully guaranteed or insured by
the United States or any agency or instrumentality thereof,

     

    (2)           deposits,
certificates of deposit or acceptances of any financial institution that is a
member of the Federal Reserve System and whose senior unsecured debt is rated at
least “A-1” by S&P, or at least “P-1” by Moody’s,

     

    (3)           commercial
paper with a maturity of 365 days or less issued by a corporation (other than an
Affiliate or Subsidiary of the Company) organized and existing under the laws of
the United States of America, any state thereof or the District of Columbia and
rated at least “A-1” by S&P and at least “P-1” by Moody’s,

     

    (4)           repurchase
agreements and reverse repurchase agreements relating to marketable direct
obligations issued or unconditionally guaranteed by the United States or issued
by any agency thereof and backed by the full faith and credit of the United
States maturing within 365 days from the date of acquisition, and

     

    (5)           money
market funds which invest substantially all of their assets in securities
described in the preceding clauses (1) through (4).

     

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

     

    (1)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than Permitted Holders, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have beneficial ownership of all shares that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of Voting Stock
entitled to exercise more than 35% of the total voting power of all outstanding
Voting Stock of the Company, provided that the
Permitted Holders “beneficially own” (as so defined) Voting Stock entitled to
exercise less than 50% of the total voting power of all outstanding Voting Stock
of the Company;

     

    (2)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election to such board or whose nomination for election by the
stockholders of the Company was approved by a vote of (a) 66 2/3% of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved or (b) the Permitted Holders, provided that
immediately following such decision the Permitted Holders “beneficially own”
Voting Stock entitled to exercise at least 50% of the total voting power of all
outstanding Voting Stock of the Company) cease for any reason to constitute a
majority of such Board of Directors then in office;

     

    (3)           the
Company consolidates with or merges with or into any Person or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person, or any Person consolidates with or merges into or with
the Company, in any such event pursuant to transaction in which the outstanding
Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (A)           the
outstanding Voting Stock of the Company is changed into or exchanged for (1)
Voting Stock of the surviving corporation which is not Redeemable Capital Stock
or (2) cash, securities and other property (other than Capital Stock of the
surviving corporation) in an amount which could be paid by the Company as a
Restricted Payment as described in Section 10.09 hereof
(and such amount shall be treated as a Restricted Payment subject to the
provisions of Section
10.09 hereof); and

     

    (B)           immediately
after such transaction, no “person” or “group,” other than Permitted Holders, is
the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of Voting Stock entitled to exercise more than 35% of the total
voting power of all outstanding Voting Stock of the surviving corporation;
or

     

    (4)           the
Company is liquidated or dissolved or adopts a plan of liquidation or
dissolution other than in a transaction which complies with the provisions
described in Article
Eight.

     

    For
purposes of this definition, any transfer of an equity interest of an entity
that was formed for the purpose of acquiring Voting Stock of the Company will be
deemed to be a transfer of such portion of such Voting Stock as corresponds to
the portion of the equity of such entity that has been so
transferred.

     

    “Class A Common Stock”
means the Company’s Class A Common Stock, $0.05 par value per
share.

     

    “Class B Common Stock”
means the Company’s Class B Common Stock, $0.05 par value per
share.

     

    “Clearstream” means
Clearstream, societe anonyme (or any successor securities clearing
agency).

     

     “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if at any time after the execution of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Securities Act, Exchange Act and Trust Indenture Act then the body
performing such duties at such time.

     

    
      
        
        

      

      
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    “Commodity Price Protection
Agreement” means any forward contract, commodity swap, commodity option
or other similar financial agreement or arrangement relating to, or the value
which is dependent upon, fluctuations in commodity prices.

     

    “Common Stock” means
the Company’s Class A Common Stock and Class B Common Stock.

     

    “Company” means Ingles
Markets, Incorporated, a corporation incorporated under the laws of North
Carolina, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.  To the extent necessary to comply with the
requirements of the provisions of Sections 310 through 317 of the Trust
Indenture Act as they are applicable to the Company, the term “Company” shall
include any other obligor with respect to the Securities for purposes of
complying with such provisions.

     

    “Company Request” or
“Company Order”
means a written request or order signed in the name of the Company, by any one
of its Chairman of the Board, its President, its Chief Executive Officer, its
Chief Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by any one of its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

     

    “Consolidated Fixed Charge
Coverage Ratio” of any Person means, for any period, the ratio
of:

     

    (a)           the
sum of Consolidated Net Income (Loss), and in each case to the extent deducted
in computing Consolidated Net Income (Loss) for such period, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash
Charges for such period, of such Person and its Restricted Subsidiaries on a
Consolidated basis, all determined in accordance with GAAP, less all non-cash
items increasing Consolidated Net Income for such period and less all cash
payments during such period relating to non-cash charges that were added back to
Consolidated Net Income in determining the Consolidated Fixed Charge Coverage
Ratio in any prior period, to

     

    (b)           the
sum of Consolidated Interest Expense for such period, cash and non-cash
dividends paid on any Redeemable Capital Stock or Preferred Stock of such Person
and its Restricted Subsidiaries during such period,

     

    in each
case after giving pro forma effect (as calculated in accordance with Article 11
of Regulation S-X under the Securities Act or any successor provision)
to:

     

    (1)           the
incurrence of the Indebtedness giving rise to the need to make such calculation
and (if applicable) the application of the net proceeds therefrom, including to
refinance other Indebtedness, as if such Indebtedness was incurred, and the
application of such proceeds occurred, on the first day of such
period;

     

    (2)           the
incurrence, repayment or retirement of any other Indebtedness by the Company and
its Restricted Subsidiaries since the first day of such period as if such
Indebtedness was incurred, repaid or retired at the beginning of such period
(other than the incurrence or repayment of Indebtedness in the ordinary course
of business for working capital purposes pursuant to any revolving credit
agreement);

     

    
      
        
        

      

      
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    (3)           in
the case of Acquired Indebtedness or any acquisition occurring at the time of
the incurrence of such Indebtedness, the related acquisition, assuming such
acquisition had been consummated on the first day of such period;
and

     

    (4)           any
acquisition or disposition by the Company and its Restricted Subsidiaries of any
company or any business or any assets out of the ordinary course of business,
whether by merger, stock purchase or sale or asset purchase or sale, or any
related repayment of Indebtedness, in each case since the first day of such
period, assuming such acquisition or disposition had been consummated on the
first day of such period;

     

    provided that in
making such computation, the Consolidated Interest Expense attributable to
interest on any Indebtedness computed on a pro forma basis and (A) bearing a
floating interest rate shall be computed as if the rate in effect on the date of
computation had been the applicable rate for the entire period (other than with
respect to Indebtedness incurred in the ordinary course of business for working
capital purposes pursuant to any revolving credit agreement) and (B) which was
not outstanding during the period for which the computation is being made but
which bears, at the option of such Person, a fixed or floating rate of interest,
shall be computed by applying at the option of such Person either the fixed or
floating rate.

     

    “Consolidated Income Tax
Expense” of any Person means, for any period, the provision for federal,
state, local and foreign income taxes of such Person and its Consolidated
Restricted Subsidiaries for such period as determined in accordance with
GAAP.

     

    “Consolidated Interest
Expense” of any Person means, without duplication, for any period, the
sum of:

     

    (a)           the
interest expense of such Person and its Restricted Subsidiaries for such period,
on a Consolidated basis, including, without limitation,

     

    (1)           amortization
of debt discount,

     

    (2)           the
net costs associated with Interest Rate Agreements, Currency Hedging Agreements
and Commodity Price Protection Agreements (including amortization of
discounts),

     

    (3)           the
interest portion of any deferred payment obligation,

     

    (4)           all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers acceptance financing and

     

    (5)           accrued
interest, plus

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b)
(1)  the interest component of the Capital Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by such Person and its Restricted
Subsidiaries during such period and

     

    (2)  all
capitalized interest of such Person and its Restricted Subsidiaries, plus

     

    (c)           the
interest expense under any Guaranteed Debt of such Person and any Restricted
Subsidiary to the extent not included under clause (a)(3) above, whether or not
paid by such Person or its Restricted Subsidiaries.

     

    “Consolidated Net Income
(Loss)” of any Person means, for any period, the Consolidated net income
(or loss) of such Person and its Restricted Subsidiaries for such period on a
Consolidated basis as determined in accordance with GAAP, adjusted, to the
extent included in calculating such net income (or loss), by excluding, without
duplication,

     

    (1)           all
extraordinary gains or losses net of taxes (less all fees and expenses relating
thereto),

     

    (2)           the
portion of net income (or loss) of such Person and its Restricted Subsidiaries
on a Consolidated basis allocable to minority interests in unconsolidated
Persons or Unrestricted Subsidiaries to the extent that cash dividends or
distributions have not actually been received by such Person or one of its
Consolidated Restricted Subsidiaries,

     

    (3)           [Reserved],

     

    (4)           any
gain or loss, net of taxes, realized upon the termination of any employee
pension benefit plan,

     

    (5)           gains
or losses, net of taxes (less all fees and expenses relating thereto), in
respect of dispositions of assets other than (a) in the ordinary course of
business and (b) other than for purposes of calculating the Restricted
Payment Basket, the disposition of real estate outside the ordinary course of
business if either:  (i) no shopping center or grocery store was
operated on such real estate for a period of 12 months preceding the date of
disposition or (ii) the shopping center or grocery store operated on such
real estate has generated an annual net loss in the two consecutive fiscal years
preceding the date of disposition,

     

    (6)           the
net income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders,

     

    (7)           any
restoration to net income of any contingency reserve, except (a) to the
extent provision for such reserve was made out of income accrued at any time
following the date of this Indenture and (b) the contingency reserve for
contingent income tax liabilities not to exceed $2.0 million in the aggregate,
or

     

    
      
        
        

      

      
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    (8)           any
net gain arising from the acquisition of any securities or extinguishment, under
GAAP, of any Indebtedness of such Person.

     

    “Consolidated Non-cash
Charges” of any Person means, for any period, the aggregate depreciation,
amortization and other non-cash charges of such Person and its Subsidiaries on a
Consolidated basis for such period, as determined in accordance with GAAP
(excluding any non-cash charge which requires an accrual or reserve for cash
charges for any future period).

     

    “Consolidated Tangible
Assets” of any Person means, at any time, for such Person and its
Restricted Subsidiaries on a Consolidated basis, an amount equal to (a) the
Consolidated assets of the Person and its Restricted Subsidiaries minus (b) all
Intangible Assets of the Person and its Restricted Subsidiaries at that
time.

     

    “Consolidation” means,
with respect to any Person, the consolidation of the accounts of such Person and
each of its Subsidiaries if and to the extent the accounts of such Person and
each of its Subsidiaries would normally be consolidated with those of such
Person, all in accordance with GAAP.  The term “Consolidated” shall
have a similar meaning.

     

    “Corporate Trust
Office” means the office of the Trustee or an affiliate or agent thereof
at which at any particular time the corporate trust business for the purposes of
this Indenture shall be principally administered, which office at the date of
execution of this Indenture is located at 60 Livingston Avenue, St. Paul,
Minnesota 55107.

     

    “Currency Hedging
Agreements” means one or more of the following agreements which shall be
entered into by one or more financial institutions:  foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against the 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.

     

    “Depositary” means,
with respect to the Securities issued in the form of one or more Book-Entry
Securities, The Depository Trust Company (“DTC”), its nominees
and successors, or another Person designated as Depositary by the Company, which
must be a clearing agency registered under the Exchange Act.

     

    “Designated Non-cash
Consideration” means the Fair Market Value of non-cash consideration
received by the Company or any of its Restricted Subsidiaries in connection with
an Asset Sale that is so designated pursuant to an Officer’s Certificate,
setting forth the basis of the valuation.  The aggregate Fair Market
Value of the Designated Non-cash Consideration held by the Company or any
Restricted Subsidiary at any given time, taken together with the Fair Market
Value at the time of receipt of all other Designated Non-cash Consideration
received and still held by the Company or any Restricted Subsidiary at such
time, may not exceed the greater of (x) $20.0 million in aggregate or (y) 2% of
the Company’s Consolidated Tangible Assets, at the time of the receipt of the
Designated Non-cash Consideration (with the Fair Market Value being measured at
the time received and without giving effect to subsequent changes in
value).

     

    
      
        
        

      

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

     

    “Equity Offering”
means any public or private sale of common stock (other than Redeemable Capital
Stock) of the Company with gross proceeds to the Company of at least $25.0
million.

     

    “Euroclear” means the
Euroclear Clearance System (or any successor securities clearing
agency).

     

    “Event of Default” has
the meaning specified in Section
5.01.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, or any successor statute, and the rules and
regulations promulgated by the Commission thereunder.

     

     “Existing Notes” means
the Senior Subordinated Notes issued pursuant to that certain Indenture dated
December 11, 2001 between the Company and U.S. Bank, National Association, as
Trustee.

     

    “Fair Market Value”
means, with respect to any asset or property, the sale value that would be
obtained in an arm’s-length free market transaction between an informed and
willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy.  Fair Market Value shall be determined by
the Board of Directors of the Company acting in good faith and shall be
evidenced by a resolution of the Board of Directors.

     

    “Generally Accepted
Accounting Principles” or “GAAP” means generally
accepted accounting principles in the United States, consistently applied, which
are in effect on the date of this Indenture.

     

    “Global Securities”
means the Rule 144A Global Securities and the Regulation S Global Securities, if
any, to be issued as Book-Entry Securities issued to the Depositary in
accordance with Section
3.06.

     

    “Guarantee” means the
guarantee by any Guarantor of the Company’s Indenture Obligations.

     

    “Guaranteed Debt” of
any Person means, without duplication, all Indebtedness of any other Person
referred to in the definition of Indebtedness below guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement

     

    (1)           to
pay or purchase such Indebtedness or to advance or supply funds for the payment
or purchase of such Indebtedness,

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (2)           to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness or to assure the holder of such Indebtedness against
loss,

     

    (3)           to
supply funds to, or in any other manner invest in, the debtor (including any
agreement to pay for property or services without requiring that such property
be received or such services be rendered),

     

    (4)           to
maintain working capital or equity capital of the debtor, or otherwise to
maintain the net worth, solvency or other financial condition of the debtor or
to cause such debtor to achieve certain levels of financial performance,
or

     

    (5)           otherwise
to assure a creditor against loss;

     

    provided that the
term “guarantee” shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.

     

    “Guarantor” means any
Subsidiary which becomes a guarantor of the Securities after the date of this
Indenture by executing a guarantee of the Securities pursuant to Section 10.11 or
Section 10.13
until a successor replaces such party pursuant to the applicable provisions of
this Indenture and, thereafter, shall mean such successor.

     

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

     

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

     

    (1)           all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued
current liabilities arising in the ordinary course of business, but including,
without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities,
acceptance facilities or other similar facilities,

     

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

     

    (3)           all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of
business,

     

    (4)           all
obligations under Interest Rate Agreements, Currency Hedging Agreements or
Commodity Price Protection Agreements of such Person,

     

    (5)           all
Capital Lease Obligations of such Person,

     

    
      
        
        

      

      
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    (6)           all
Indebtedness referred to in clauses (1) through (5) above of other Persons and
all dividends of other Persons, the payment of which is secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien, upon or with respect to property (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such
Indebtedness,

     

    (7)           all
Guaranteed Debt of such Person,

     

    (8)           all
Redeemable Capital Stock issued by such Person valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends,

     

    (9)           Preferred
Stock of any Restricted Subsidiary of the Company, and

     

    (10)           any
amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (1) through (9)
above.

     

    For
purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair
Market Value to be determined in good faith by the board of directors of the
issuer of such Redeemable Capital Stock.

     

    “Indenture” means this
instrument as originally executed (including all exhibits and schedules thereto)
and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

     

    “Indenture
Obligations” means the obligations of the Company and any other obligor
under this Indenture or under the Securities, including any Guarantor, to pay
principal of, premium, if any, and interest when due and payable, and all other
amounts due or to become due under or in connection with this Indenture, the
Securities and the performance of all other obligations to the Trustee and the
Holders under this Indenture and the Securities, according to the respective
terms thereof.

     

    “Initial Purchasers”
means Banc of America Securities LLC, Wachovia Capital Markets, LLC and BB&T
Capital Markets, a division of Scott & Stringfellow, LLC.

     

    “Initial Securities”
means the first $575.0 million aggregate principal amount of the Securities
issued under this Indenture on the date hereof.

     

    “Intangible Assets”
means intellectual property, goodwill and other intangible assets, in each case
determined in accordance with GAAP.

     

    
      
        
        

      

      
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    “Interest Payment
Date” means the Stated Maturity of an installment of interest on the
Securities.

     

    “Interest Rate
Agreements” means one or more of the following agreements which shall be
entered into by one or more financial institutions:  interest rate
protection agreements (including, without limitation, interest rate swaps, caps,
floors, collars and similar agreements) and/or other types of interest rate
hedging agreements from time to time.

     

    “Investment” means,
with respect to any Person, directly or indirectly, any advance, loan (including
guarantees), or other extension of credit 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, acquisition or
ownership by such Person of any Capital Stock, bonds, notes, debentures or other
securities issued or owned by any other Person and all other items that would be
classified as investments on a balance sheet prepared in accordance with
GAAP.

     

    “Issue Date” means the
original issue date of the Initial Securities under this Indenture.

     

    “Lien” means any
mortgage or deed of trust, charge, pledge, lien (statutory or otherwise),
privilege, security interest, assignment, deposit, arrangement, easement,
hypothecation, claim, preference, priority or other encumbrance upon or with
respect to any property of any kind (including any conditional sale, capital
lease or other title retention agreement, any leases in the nature thereof, and
any agreement to give any security interest), real or personal, movable or
immovable, now owned or hereafter acquired.  A Person will be deemed
to own subject to a Lien any property which it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement, Capital
Lease Obligation or other title retention agreement.

     

    “Maturity” means, when
used with respect to the Securities, the date on which the principal of the
Securities becomes due and payable as therein provided or as provided in this
Indenture, whether at Stated Maturity, the Offer Date or the Redemption Date and
whether by declaration of acceleration, Offer in respect of Excess Proceeds,
Change of Control Offer in respect of a Change of Control, call for redemption
or otherwise.

     

    “Moody’s” means
Moody’s Investors Service, Inc. or any successor rating agency.

     

    “Net Cash Proceeds”
means:

     

    (a)           with
respect to any Asset Sale by any Person, the proceeds thereof (without
duplication in respect of all Asset Sales) in the form of cash or Cash
Equivalents including payments in respect of deferred payment obligations when
received in the form of, or stock or other assets when disposed of for, cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary) net
of

     

    
      
        
        

      

      
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    (1)           brokerage
commissions and other reasonable fees and expenses (including fees and expenses
of counsel and investment bankers) related to such Asset Sale,

     

    (2)           provisions
for all taxes payable as a result of such Asset Sale,

     

    (3)           payments
made to retire Indebtedness where payment of such Indebtedness is secured by the
assets or properties the subject of such Asset Sale,

     

    (4)           amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale
and

     

    (5)           appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers’
Certificate delivered to the Trustee, and

     

    (b)           with
respect to any issuance or sale of Capital Stock or options, warrants or rights
to purchase Capital Stock, or debt securities or Capital Stock that have been
converted into or exchanged for Capital Stock as referred to in Section 10.09, the
proceeds of such issuance or sale in the form of cash or Cash Equivalents
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed of for, cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary), net of attorney’s
fees, accountant’s fees and brokerage, consultation, underwriting and other fees
and expenses actually incurred in connection with such issuance or sale and net
of taxes paid or payable as a result thereof.

     

    “Non-U.S. Person”
means a Person that is not a “U.S. person” as defined in Regulation S under the
Securities Act.

     

    “Offering Memorandum”
means the Final Offering Memorandum dated April 30, 2009 relating to, among
other things, the offering of the Securities.

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
President, the Chief Executive Officer, the Chief Financial Officer or a Vice
President (regardless of Vice Presidential designation), and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
or any Guarantor, as the case may be, and in form and substance reasonably
satisfactory to, and delivered to, the Trustee.

     

    “Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company, any
Guarantor or the Trustee, unless an Opinion of Independent Counsel is required
pursuant to the terms of this Indenture, and who shall be acceptable to the
Trustee, and which opinion shall be in form and substance reasonably
satisfactory to the Trustee.

     

    
      
        
        

      

      
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    “Opinion of Independent
Counsel” means a written opinion of counsel which is issued by a Person
who is not an employee, director or consultant (other than non-employee legal
counsel) of the Company and who shall be acceptable to the Trustee, and which
opinion shall be in form and substance reasonably satisfactory to the
Trustee.

     

    “Outstanding” when
used with respect to Securities means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:

     

    (a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (b)           Securities,
or portions thereof, for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company or any Affiliate thereof) in trust or set aside and
segregated in trust by the Company (if the Company or any Affiliate thereof
shall act as its own Paying Agent) for the Holders of such Securities; provided that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor reasonably satisfactory to the
Trustee has been made;

     

    (c)           Securities,
to the extent provided in Sections 4.02 and
4.03, with
respect to which the Company has effected defeasance or covenant defeasance as
provided in Article
Four; and

     

    (d)           Securities
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee and the Company proof
reasonably satisfactory to each of them that such Securities are held by a bona
fide purchaser in whose hands the Securities are valid obligations of the
Company;

     

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

     

    
      
        
        

      

      
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    “Pari Passu
Indebtedness” means (a) any Indebtedness of the Company that is equal in
right of payment to the Securities and (b) with respect to any Guarantee,
Indebtedness which ranks equal in right of payment to such
Guarantee.

     

    “Paying Agent” means
any Person (including the Company) authorized by the Company to pay the
principal of, premium, if any, or interest on, any Securities on behalf of the
Company.

     

    “Permitted Business”
means the lines of business conducted by the Company and its Restricted
Subsidiaries on the date hereof and business reasonably related, complementary
or ancillary thereto, including reasonably related extensions or expansions
thereof.

     

    “Permitted Holders”
means (i) Robert P. Ingle, (ii) the spouse, issue, issue’s spouses or
grandchildren or other members of the immediate family of Robert P. Ingle or
such other person; (iii) any trusts created for the benefit of the Persons
described in clauses (i), (ii) or (iv) or any trust for the benefit of any such
trust; (iv) in the event of the incompetence or death of any of the Persons
described in clauses (i) and (ii), such Person’s estate, executor,
administrator, committee or other personal representative or beneficiaries, in
each case who at any particular date shall beneficially own or have the right to
acquire, directly or indirectly, equity interests of the Company; or (v) the
Ingles Markets, Incorporated Investment/Profit Sharing Plan and
Trust.

     

    “Permitted Investment”
means:

     

    (1)           Investments
in the Company or any Guarantor or any Person which, as a result of such
Investment, in one transaction or a series of related transactions,
(a) becomes a Guarantor or (b) is merged or consolidated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or any Guarantor;

     

    (2)           Indebtedness
of the Company or a Restricted Subsidiary described under clauses (v), (vi),
(vii) and (viii) of the definition of “Permitted
Indebtedness”;

     

    (3)           Investments
in any of the Securities;

     

    (4)           cash
or Cash Equivalents;

     

    (5)           [Reserved];

     

    (6)           Investments
acquired by the Company or any Restricted Subsidiary in connection with an Asset
Sale permitted under Section 10.12 to the
extent such Investments are non-cash proceeds as permitted under such Section
10.12;

     

    (7)           Investments
in existence on the Issue Date;

     

    (8)           any
Investment in securities or other assets not constituting cash or Cash
Equivalents and received in connection with a disposition of assets (including
Asset Sales);

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (9)           any
Investment 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 such other Person;
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
permitted hedging obligations;

     

    (11)           Investments
the payment for which consists of Capital Stock (other than Redeemable Capital
Stock) of the Company or a Restricted Subsidiary;

     

    (12)           guarantees
of Indebtedness permitted to be incurred under this Indenture;

     

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

     

    (14)           Investments
having an aggregate Fair Market Value, taken together with all other Investments
made pursuant to this clause that are at that time outstanding, not to
exceed $5.0 million at the time of such Investment (with the Fair Market Value
of each Investment being measured at the time made and without giving effect to
subsequent changes in value) in any Person with which the Company or any
Restricted Subsidiary has entered into a licensing, management, franchise, joint
venture, consulting or similar agreement on customary terms and
conditions;

     

    (15)           loans
and advances to officers, directors, managers and employees for business-related
travel expenses, moving expenses and other similar expenses, in each case
incurred in the ordinary course of business or consistent with past practices
and in compliance with applicable laws;

     

    (16)           loans
to the Company’s Profit Sharing Plan in accordance with clause (ix) under
Section 10.10;
and

     

    (17)           in
addition to Investments pursuant to clauses (1) through (16) above,
Investments in the aggregate not to exceed the greater of (a) $25.0 million
or (b) 2.5% of Consolidated Tangible Assets, at any one time
outstanding.

     

    In
connection with any assets or property contributed or transferred to any Person
as an Investment, such property and assets shall be equal to the Fair Market
Value (as determined by the Company’s Board of Directors) at the time of
Investment.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Permitted Liens”
means the following types of Liens:

     

    (1)           Liens
for taxes, assessments or governmental charges or claims either (a) not
delinquent or (b) contested in good faith by appropriate proceedings and as
to which the Company or its Restricted Subsidiaries shall have set aside on its
books such reserves as may be required pursuant to GAAP;

     

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

     

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

     

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

     

    (5)           easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
ordinary conduct of the business of the Company or any of its Restricted
Subsidiaries;

     

    (6)           any
interest or title of a lessor under any Capital Lease Obligation; provided that such
Liens do not extend to any property or assets which is not leased property
subject to such Capital Lease Obligation;

     

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

     

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

     

    (9)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual, or warranty requirements of the Company or any of its
Restricted Subsidiaries, including rights of offset and set-off;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (10)           Liens
securing Interest Swap Obligations which Interest Swap Obligations relate to
Indebtedness that is otherwise permitted under this Indenture;

     

    (11)           [Reserved];

     

    (12)           Liens
securing Acquired Indebtedness incurred in accordance with Section 10.08 (any
Liens securing any refinancing thereof); provided
that:

     

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

     

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

     

    (13)           Liens
on assets of a Restricted Subsidiary of the Company that is not a Guarantor to
secure Indebtedness of such Restricted Subsidiary that is otherwise permitted
under this Indenture;

     

    (14)           leases,
subleases, licenses and sublicenses granted to others that do not materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries;

     

    (15)           banker’s
Liens, rights of setoff and similar Liens with respect to cash and Cash
Equivalents on deposit in one or more bank accounts in the ordinary course of
business;

     

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

     

    (17)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payments of customs duties in connection with the importation of
goods;

     

    (18)           Liens
existing as of the Issue Date to the extent and in the manner such Liens are in
effect on the Issue Date;

     

    (19)           Liens
securing the Securities and the Guarantees;

     

    (20)           Liens
in favor of the Company or a Restricted Subsidiary of the Company on assets of
any Restricted Subsidiary of the Company;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (21)           Liens
securing Indebtedness incurred under clauses (i) and (iv) of the
definition of Permitted Indebtedness;

     

    (22)           Liens
securing any refinancing which is incurred to refinance any Indebtedness which
has been secured by a Lien permitted under this Indenture and which has been
incurred in accordance with the provisions of this Indenture; provided, however, that such
Liens:  (i) are no less favorable to the holders in any material
respect and are not more favorable to the lienholders in any material respect
with respect to such Liens than the Liens in respect of the Indebtedness being
refinanced; and (ii) do not extend to or cover any property or assets of
the Company or any of its Restricted Subsidiaries whose value exceeds the assets
or property which secured the Indebtedness so refinanced; provided, further, that in the
event that the property or assets being secured is not the same property or
assets which secured the Indebtedness so refinanced, the Company shall provide
an Officers’ Certificate to the Trustee certifying that the Liens securing such
refinancing are in compliance with this clause (22);

     

    (23)           Liens
securing Indebtedness or other obligations of a Guarantor owing to the Company
or another Guarantor permitted to be incurred pursuant to this Indenture;
and

     

    (24)           other
Liens securing Indebtedness permitted to be incurred in compliance with the
Consolidated Fixed Charge Coverage Ratio test set forth in Section 10.08(a),
provided that
the aggregate principal amount of all obligations secured pursuant to this
clause (24) shall not exceed 15% of Consolidated Tangible Assets at any one
time outstanding.

     

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

     

    “Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 3.08 in
exchange for a mutilated Security or in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Security.

     

    “Preferred Stock”
means, with respect to any Person, any 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 the Capital Stock of
any other class in such Person.

     

    “Prospectus” means the
prospectus included in a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including any such prospectus supplement with respect to the terms
of the offering of any portion of the Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Purchase Money
Obligation” means any Indebtedness secured by a Lien on assets related to
the business of the Company or any Restricted Subsidiary and any additions and
accessions thereto, which are purchased by the Company at any time after the
Securities are issued; provided
that:

     

    (1)           the
security agreement or conditional sales or other title retention contract
pursuant to which the Lien on such assets is created (collectively a “Purchase Money Security
Agreement”) shall be entered into (a) within 180 days after the purchase
or substantial completion of the construction of such assets or (b) at any time
with respect to refinancings of Purchase Money Obligations, and shall at all
times be confined solely to the assets so purchased or acquired, any additions
and accessions thereto and any proceeds therefrom, and

     

    (2)           (A)
the aggregate outstanding principal amount of Indebtedness secured thereby
(determined on a per asset basis in the case of any additions and accessions)
shall not at the time such Purchase Money Security Agreement is entered into
exceed 100% of the purchase price to the Company of the assets subject thereto
or (B) the Indebtedness secured thereby shall be with recourse solely to the
assets so purchased or acquired, any additions and accessions thereto and any
proceeds therefrom.

     

    “Qualified Capital
Stock” of any Person means any and all Capital Stock of such Person other
than Redeemable Capital Stock.

     

    “Redeemable Capital
Stock” means any Capital Stock that, either by its terms or by the terms
of any security into which it is convertible or exchangeable or otherwise, is or
upon the happening of an event or passage of time would be, required to be
redeemed prior to the final Stated Maturity of the principal of the Securities
or is redeemable at the option of the holder thereof at any time prior to such
final Stated Maturity (other than upon a change of control of or sale of assets
by the Company in circumstances where the holders of the Securities would have
similar rights), or is convertible into or exchangeable for debt securities at
any time prior to such final Stated Maturity at the option of the holder
thereof.

     

    “Redemption Date” when
used with respect to any Security to be redeemed pursuant to any provision in
this Indenture means the date fixed for such redemption by or pursuant to this
Indenture.

     

    “Redemption Price”
when used with respect to any Security to be redeemed pursuant to any provision
in this Indenture means the price at which it is to be redeemed pursuant to this
Indenture.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement related to the
Securities, dated as of May 12, 2009 among the Company and the Initial
Purchasers.

     

    “Registration
Statement” means any registration statement of the Company and any
Guarantors which covers any of the Securities (and any related guarantees)
pursuant to the provisions of the Registration Rights Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Regular Record Date”
for the interest payable on any Interest Payment Date means the May 1 or
November 1 (whether or not a Business Day) next preceding such Interest Payment
Date.

     

    “Regulation S” means
Regulation S under the Securities Act, as amended from time to
time.

     

    “Regulation S Global
Securities” means one or more permanent global Securities in registered
form representing the aggregate principal amount of Securities sold in reliance
on Regulation S under the Securities Act.

     

    “Responsible Officer”
when used with respect to the Trustee means any officer or employee assigned to
the Corporate Trust Office or any agent of the Trustee appointed hereunder,
including any vice president, assistant vice president, secretary, assistant
secretary, or any other officer or assistant officer of the Trustee or any agent
of the Trustee appointed hereunder to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

     

    “Restricted
Subsidiary” means any Subsidiary of the Company that has not been
designated by the Board of Directors of the Company by a Board Resolution
delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in
compliance with Section
10.17.

     

    “Rule 144A” means Rule
144A under the Securities Act, as amended from time to time.

     

    “Rule 144A Global
Securities” means one or more permanent global Securities in registered
form representing the aggregate principal amount of Securities sold in reliance
on Rule 144A under the Securities Act.

     

    “S&P” means
Standard & Poor’s Rating Group, a division of McGraw Hill, Inc. or any
successor rating agency.

     

    “Securities” shall
have the meaning set forth in the Recitals.  The Initial Securities
and the Additional Securities shall be treated as a single class for all
purposes under this Indenture.

     

    “Securities Act” means
the Securities Act of 1933, or any successor statute, and the rules and
regulations promulgated by the Commission thereunder.

     

    “Senior Indebtedness”
means the principal of, premium, if any, and interest (including interest, to
the extent allowable, accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign bankruptcy law) on any
Indebtedness of the Company (other than as otherwise provided in this
definition), whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, and whether at any time owing, actually or
contingent, 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 not be senior in right of
payment to the Securities.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the foregoing, “Senior Indebtedness” shall not include

     

    (1)           [Reserved],

     

    (2)           Indebtedness
that is subordinate or junior in right of payment to any Indebtedness of the
Company,

     

    (3)           Indebtedness
which when incurred and without respect to any election under Section 1111(b) of
Title 11, United States Bankruptcy Code, is without recourse to the
Company,

     

    (4)           Indebtedness
which is represented by Redeemable Capital Stock,

     

    (5)           any
liability for foreign, federal, state, local or other taxes owed or owing by the
Company to the extent such liability constitutes Indebtedness,

     

    (6)           Indebtedness
of the Company to a Subsidiary or any other Affiliate of the Company or any of
such Affiliate’s Subsidiaries,

     

    (7)           to
the extent it might constitute Indebtedness, amounts owing for goods, materials
or services purchased in the ordinary course of business or consisting of trade
accounts payable owed or owing by the Company, and amounts owed by the Company
for compensation to employees or services rendered to the Company,
and

     

    (8)           that
portion of any Indebtedness which at the time of issuance is issued in violation
of this Indenture.

     

    “Shelf Registration
Statement” means a “shelf” registration statement of the Company and the
Guarantors, if any, pursuant to Section 4 of the Registration Rights Agreement,
which covers all of the Transfer Restricted Securities (as defined in the
Registration Rights Agreement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the Commission, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     

    “Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the Issue Date.

     

    “Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section
3.09.

     

    “Stated Maturity”
means, when used with respect to any Indebtedness or any installment of interest
thereon, the dates specified in such Indebtedness as the fixed date on which the
principal of such Indebtedness or such installment of interest, as the case may
be, is due and payable.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Subordinated
Indebtedness” means Indebtedness of the Company or a Guarantor
subordinated in right of payment to the Securities or a Guarantee, as the case
may be.

     

    “Subsidiary” of a
Person means

     

    (1)           any
corporation more than 50% of the outstanding voting power of the Voting Stock of
which is owned or controlled, directly or indirectly, by such Person or by one
or more other Subsidiaries of such Person, or by such Person and one or more
other Subsidiaries thereof, or

     

    (2)           any
limited partnership of which such Person or any Subsidiary of such Person is a
general partner, or

     

    (3)           any
other Person in which such Person, or one or more other Subsidiaries of such
Person, or such Person and one or more other Subsidiaries, directly or
indirectly, has more than 50% of the outstanding partnership or similar
interests or has the power, by contract or otherwise, to direct or cause the
direction of the policies, management and affairs thereof.

     

    “Successor Security”
of any particular Security means every Security issued after, and evidencing all
or a portion of the same debt as that evidenced by, such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.08 hereof
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

     

    “Tax Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the regulation
promulgated thereunder.

     

    “Temporary Cash
Investments” means (1) any evidence of Indebtedness, maturing not more
than one year after the date of acquisition, issued by the United States of
America, or an instrumentality or agency thereof, and guaranteed fully as to
principal, premium, if any, and interest by the full faith and credit of the
United States of America, (2) any certificate of deposit, maturing not more than
one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution that is a member of the Federal Reserve System
and that has combined capital and surplus and undivided profits of not less than
$500 million, whose debt has a rating, at the time as of which any investment
therein is made, of “P-1” (or higher) according to Moody’s or “A-1” (or higher)
according to S&P, (3) commercial paper, maturing not more than one year
after the date of acquisition, issued by a corporation (other than an Affiliate
or Subsidiary of the Company) organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia with a
rating, at the time as of which any investment therein is made, of “P-1” (or
higher) according to Moody’s or “A-1” (or higher) according to S&P and (4)
any money market deposit accounts issued or offered by a domestic commercial
bank having capital and surplus in excess of $500 million; provided that the
short term debt of such commercial bank has a rating, at the time of Investment,
of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to
S&P.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Treasury Rate” means,
as of the applicable Redemption Date, the yield to maturity as of such
Redemption Date of constant maturity United States Treasury securities (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior
to such Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the
period from such Redemption Date to May 15, 2013; provided, however, that if no
published maturity exactly corresponds with such date, then the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis from the
arithmetic mean of the yields for the next shortest and next longest published
maturities; provided
further, however, that if the
period from such redemption date to May 15, 2013, is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.

     

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

     

    “Trust Indenture Act”
means the Trust Indenture Act of 1939, or any successor statute.

     

    “Unrestricted
Subsidiary” means any Subsidiary of the Company (other than a Guarantor)
designated as such pursuant to and in compliance with the covenant described in
Section
10.17.

     

    “Unrestricted Subsidiary
Indebtedness” of any Unrestricted Subsidiary means Indebtedness of such
Unrestricted Subsidiary

     

    (1)           as
to which neither the Company nor any Restricted Subsidiary is directly or
indirectly liable (by virtue of the Company or any such Restricted Subsidiary
being the primary obligor on, guarantor of, or otherwise liable in any respect
to, such Indebtedness) and

     

    (2)           which,
upon the occurrence of a default with respect thereto, does not result in, or
permit any holder of any Indebtedness of the Company or any Subsidiary to
declare, a default on such Indebtedness of the Company or any Subsidiary or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity; provided that
notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the
Securities.

     

    “Voting Stock” of a
Person means Capital Stock of such Person of the class or classes pursuant to
which the holders thereof have the general voting power in the aggregate under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time
Capital Stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

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

     

    Section
1.02. 
Other
Definitions

     

    
      
        
          
            	
                    Term

                  	
                    Defined in Section

                  
	 	 
	
                    “Act”                                                                                                    

                  	
                    1.05

                  
	
                    “Agent
      Members”                                                                                                    

                  	
                    3.06

                  
	
                    “cash”                                                                                                    

                  	
                    10.12

                  
	
                    “Change
      of Control
      Offer”                                                                                                    

                  	
                    10.15

                  
	
                    “Change
      of Control Purchase
      Date”                                                                                                    

                  	
                    10.15

                  
	
                    “Change
      of Control Purchase
      Notice”                                                                                                    

                  	
                    10.15

                  
	
                    “Change
      of Control Purchase
      Price”                                                                                                    

                  	
                    10.15

                  
	
                    “control”                                                                                                    

                  	
                    1.01

                  
	
                    “covenant
      defeasance”                                                                                                    

                  	
                    4.03

                  
	
                    “Defaulted
      Interest”                                                                                                    

                  	
                    3.09

                  
	
                    “defeasance”                                                                                                    

                  	
                    4.02

                  
	
                    “Defeasance
      Redemption
      Date”                                                                                                    

                  	
                    4.04

                  
	
                    “Defeased
      Securities”                                                                                                    

                  	
                    4.01

                  
	
                    “Designation”                                                                                                    

                  	
                    10.17

                  
	
                    “Designation
      Amount”                                                                                                    

                  	
                    10.17

                  
	
                    “DTC”                                                                                                    

                  	
                    1.01

                  
	
                    “Excess
      Proceeds”                                                                                                    

                  	
                    10.12

                  
	
                    “incur”                                                                                                    

                  	
                    10.08

                  
	
                    “maximum
      fixed repurchase
      price”                                                                                                    

                  	
                    1.01

                  
	
                    “Net
      Cash Proceeds
      Transaction”                                                                                                    

                  	
                    10.12

                  
	
                    “Offer”                                                                                                    

                  	
                    10.12

                  
	
                    “Offer
      Date”                                                                                                    

                  	
                    10.12

                  
	
                    “Offered
      Price”                                                                                                    

                  	
                    10.12

                  
	
                    “Pari
      Passu Debt
      Amount”                                                                                                    

                  	
                    10.12

                  
	
                    “Pari
      Passu
      Offer”                                                                                                    

                  	
                    10.12

                  
	
                    “Permitted
      Indebtedness”                                                                                                    

                  	
                    10.08

                  
	
                    “Permitted
      Payment”                                                                                                    

                  	
                    10.09

                  
	
                    “Private
      Placement
      Legend”                                                                                                    

                  	
                    2.02

                  
	
                    “Purchase
      Money Security
      Agreement”                                                                                                    

                  	
                    1.01

                  
	
                    “refinancing”                                                                                                    

                  	
                    10.08

                  
	
                    “Required
      Filing
      Date”                                                                                                    

                  	
                    10.18

                  
	
                    “Restricted
      Payment
      Basket”                                                                                                    

                  	
                    10.09

                  
	
                    “Restricted
      Payments”                                                                                                    

                  	
                    10.09

                  
	
                    “Restricted
      Period”                                                                                                    

                  	
                    2.01

                  
	
                    “Revocation”                                                                                                    

                  	
                    10.17

                  
	
                    “Securities”                                                                                                    

                  	
                    Recitals

                  
	
                    “Security
      Amount”                                                                                                    

                  	
                    10.12

                  
	
                    “Security
      Register”                                                                                                    

                  	
                    3.05

                  
	
                    “Security
      Registrar”                                                                                                    

                  	
                    3.05

                  
	
                    “Special
      Payment
      Date”                                                                                                    

                  	
                    3.09

                  
	
                    “Surviving
      Entity”                                                                                                    

                  	
                    8.01

                  
	
                    “Surviving
      Guarantor
      Entity”                                                                                                    

                  	
                    8.01

                  
	
                    “transfer”                                                                                                    

                  	
                    1.01

                  
	
                    “U.S.
      Government
      Obligations”                                                                                                    

                  	
                    4.04

                  


          

        

      

    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
1.03. 
Compliance Certificates and
Opinions

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company and any Guarantor (if applicable)
and any other obligor on the Securities (if applicable) shall furnish to the
Trustee an Officers’ Certificate in a form and substance reasonably acceptable
to the Trustee stating that all conditions precedent, if any, provided for in
this Indenture (including any covenant compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with,
and an Opinion of Counsel in a form and substance reasonably acceptable to the
Trustee stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that, in the case of any such
application or request as to which the furnishing of such certificates or
opinions is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion
need be furnished.

     

    Every
certificate or Opinion of Counsel with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     

    (a)  a
statement that each individual signing such certificate or individual or firm
signing such opinion has read and understands such covenant or condition and the
definitions herein relating thereto;

     

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

     

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

     

    (d)  a
statement as to whether, in the opinion of each such individual or such firm,
such condition or covenant has been complied with.

     

    Section
1.04. 
Form of Documents Delivered
to Trustee

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Any
certificate or opinion of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous.  Any such
certificate or opinion may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Company, any Guarantor or other obligor on the Securities stating that
the information with respect to such factual matters is in the possession of the
Company, any Guarantor or other obligor on the Securities, unless such officer
or counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.  Opinions of Counsel required to be delivered to the
Trustee may have qualifications customary for opinions of the type required and
counsel delivering such Opinions of Counsel may rely on certificates of the
Company, any Guarantor or government or other officials customary for opinions
of the type required, including certificates certifying as to matters of fact,
including that various financial covenants have been complied with.

     

    Any
certificate or opinion of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of, or representations by, an accountant
or firm of accountants in the employ of the Company or any Guarantor unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate or opinion may be based are erroneous.  Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is independent with respect
to the Company and any Guarantors.

     

    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    Section
1.05. 
Acts of
Holders

     

    (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section
1.05.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b)  The
ownership of Securities shall be proved by the Security Register.

     

    (c)  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
by the Holder of any Security shall bind every future Holder of the same
Security or the Holder of every Security issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done, suffered or
omitted to be done by the Trustee, any Paying Agent or the Company, any
Guarantor or any other obligor of the Securities in reliance thereon, whether or
not notation of such action is made upon such Security.

     

    (d)  The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof.  Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

     

    (e)  If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option,
by or pursuant to a Board Resolution, fix in advance a record date for the
determination of such Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so.  Notwithstanding Trust Indenture
Act Section 316(c), any such record date shall be the record date specified in
or pursuant to such Board Resolution, which shall be a date not more than 30
days prior to the first solicitation of Holders generally in connection
therewith and no later than the date such first solicitation is
completed.

     

    If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for purposes of determining whether Holders of the
requisite proportion of Securities then Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for this purpose the Securities then Outstanding shall
be computed as of such record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other Act
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after such record date.

     

    (f)  For
purposes of this Indenture, any action by the Holders which may be taken in
writing may be taken by electronic means or as otherwise reasonably acceptable
to the Trustee.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Section
1.06. 
Notices, etc., to the
Trustee, the Company and Any Guarantor

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

     

    (a) the
Trustee by any Holder or by the Company, or any Guarantor or any other obligor
on the Securities shall be sufficient for every purpose (except as provided in
Section
5.01(c)) hereunder if in writing and mailed, first-class postage prepaid,
or delivered by recognized overnight courier, to or with the Trustee at its
Corporate Trust Office, Attention:  Corporate Trust Department, or at
any other address previously furnished in writing to the Holders or the Company,
any Guarantor or any other obligor on the Securities by the Trustee;
or

     

    (b) the
Company or any Guarantor by the Trustee or any Holder shall be sufficient for
every purpose (except as provided in Section 5.01(c))
hereunder if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it
c/o Ingles Markets, Incorporated, 2913 U.S. Highway 70 East, Black Mountain,
North Carolina 28711, Attention:  Chief Financial Officer, or at any
other address previously furnished in writing to the Trustee by the Company or
such Guarantor.

     

    Section
1.07. 
Notice to Holders;
Waiver

     

    Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other
Holders.  Any notice when mailed to a Holder in the aforesaid manner
shall be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder.  Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice.  Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

     

    In case by
reason of the suspension of regular mail service or by reason of any other
cause, it shall be impracticable to mail notice of any event as required by any
provision of this Indenture, then any method of giving such notice as shall be
reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Section
1.08. 
Conflict with Trust
Indenture Act

     

    If any
provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision which is required or deemed to be included in
this Indenture by any of the provisions of the Trust Indenture Act, the
provision or requirement of the Trust Indenture Act shall control.  If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

     

    Section
1.09. 
Effect of Headings and Table
of Contents

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    Section
1.10. 
Successors and
Assigns

     

    All
covenants and agreements in this Indenture by the Company and any Guarantors
shall bind their respective successors and assigns, whether so expressed or
not.

     

    Section
1.11. 
Separability
Clause

     

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

     

    Section
1.12. 
Benefits of
Indenture

     

    Nothing in
this Indenture or in the Securities or Guarantees, if any, express or implied,
shall give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders) any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     

    Section
1.13. 
GOVERNING
LAW

     

    THIS
INDENTURE, THE SECURITIES AND THE GUARANTEES, IF ANY, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

     

    Section
1.14. 
Legal
Holidays

     

    In any
case where any Interest Payment Date, Redemption Date, Maturity or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal or premium, if any, need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or Redemption Date, or at the Maturity or Stated
Maturity and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date, Maturity or
Stated Maturity, as the case may be, to the next succeeding Business
Day.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Section
1.15. 
Independence of
Covenants

     

    All
covenants and agreements in this Indenture shall be given independent effect so
that if a particular action or condition is not permitted by any such covenants,
the fact that it would be permitted by an exception to, or be otherwise within
the limitations of, another covenant shall not avoid the occurrence of a Default
or an Event of Default if such action is taken or condition exists.

     

    Section
1.16. 
Schedules and
Exhibits

     

    All
schedules and exhibits attached hereto are by this reference made a part hereof
with the same effect as if herein set forth in full.

     

    Section
1.17. 
Counterparts

     

    This
Indenture may be executed in any number of counterparts, each of which shall be
deemed an original; but all such counterparts shall together constitute but one
and the same instrument.

     

    ARTICLE
TWO

     

    SECURITY
FORMS

     

    Section
2.01. 
Forms
Generally

     

    The
Securities, the Guarantees, if any, and the Trustee’s certificate of
authentication thereon shall be in substantially the forms set forth in this
Article Two,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted hereby and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange, any
organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and
Guarantees.  Any portion of the text of any Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Security.

     

    The
definitive Securities shall be printed, lithographed or engraved or produced by
any combination of these methods or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

     

    Securities
offered and sold in reliance on Rule 144A shall be issued initially in the form
of one or more Rule 144A Global Securities, substantially in the form set forth
in Section
2.02, deposited upon issuance with the Trustee, as custodian for the
Depositary, registered in the name of the Depositary, or its nominee, in each
case for credit to an account of a direct or indirect participant of the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate principal amount of the Rule 144A
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Securities
offered and sold in reliance on Regulation S, if any, shall be issued in the
form of one or more Regulation S Global Securities, substantially in the form
set forth in Section
2.02, deposited upon issuance with the Trustee, as custodian for the
Depositary, registered in the name of the Depositary, or its nominee in each
case for credit by the Depositary to an account of a direct or indirect
participant of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided; provided, however, that upon
such deposit through and including the 40th day after the later of the
commencement of the Offering and the original issue date of the Securities (such
period through and including such 40th day, the “Restricted Period”),
all such Securities shall be credited to or through accounts maintained at the
Depositary by or on behalf of Euroclear or Clearstream unless exchanged for
interests in the Rule 144A Global Securities in accordance with the transfer and
certification requirements described below.  The aggregate principal
amount of the Regulation S Global Securities, if any, may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter
provided.

     

    Section
2.02. 
Form of Face of
Security

     

    The form
of the face of any Securities authenticated and delivered hereunder shall be
substantially as follows:

     

    Unless and
until (i) an Initial Security is sold under an effective Registration Statement
or (ii) an Initial Security is exchanged in connection with an effective
Registration Statement, in each case pursuant to the Registration Rights
Agreement, then such Initial Security shall bear the legend set forth below (the
“Private Placement
Legend”) on the face thereof:

     

    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AS SET FORTH BELOW.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.  AS USED HEREIN, THE
TERMS “UNITED STATES,” “OFFSHORE TRANSACTION,” AND “U.S. PERSON” HAVE THE
RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.

     

    [Legend if
Security is a Global Security]

     

    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY.  TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE
INDENTURE.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

    

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

     

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    INGLES
MARKETS, INCORPORATED

     

    
      

    

    
      


       

      87⁄8% SENIOR
NOTE DUE 2017

    

     

    CUSIP NO.
______________

     

    
      
        	No.
    __________	
                $_______________________

              


      

    

     

    Ingles
Markets, Incorporated, a North Carolina corporation (herein called the
“Company,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________ or registered assigns, the principal sum of __________ United States
dollars on May 15, 2017, at the office or agency of the Company referred to
below, and to pay interest thereon from May 12, 2009, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually on May 15 and November 15 in each year, commencing November
15, 2009, at the rate of 87⁄8% per annum, subject to adjustments as described in
the second following paragraph, in United States dollars, until the principal
hereof is paid or duly provided for.  Interest shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.

     

    [The
Holder of this Security is entitled to the benefits of the Registration Rights
Agreement between the Company and the Initial Purchasers, dated May 12,
2009.]1

     

    The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or any Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Securities, to the extent lawful, shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
either be paid to the Person in whose name this Security (or any Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by this
Indenture not inconsistent with the requirements of such exchange, all as more
fully provided in this Indenture.

     

    
       

        
          

        

      

      
        
          
            	
                    1

                  	
                    To
      be included only in the Initial Securities on the Issue Date and any
      Additional Securities that bear the Private Placement
    Legend.

                  


          

        

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

      

    

     

    Payment of
the principal of, premium, if any, and interest on, this Security, and exchange
or transfer of the Security, will be made at the office or agency of the Company
maintained for that purpose (which initially will be a corporate trust office of
the Trustee located at 60 Livingston Avenue, St. Paul, Minnesota 55107), or at
such other office or agency as may be maintained for such purpose, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register.

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    This
Security is entitled to the benefits of any future Guarantees by any applicable
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the
Holders.

     

    Unless the
certificate of authentication hereon has been duly executed by the Trustee
referred to on the reverse hereof or by the authenticating agent appointed as
provided in the Indenture by manual signature of an authorized signer, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed by the
manual or facsimile signature of its authorized officers.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	INGLES
      MARKETS, INCORPORATED
	 	 	
                                           

                                        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the 87⁄8% Senior Notes due 2017 referred to in the within-mentioned
Indenture.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             

                                          	U.S.
      BANK, NATIONAL ASSOCIATION, solely as Trustee
	
                                             

                                          	 
      	
                                             

                                          
	 	 	 
	 	By:	 
	 	 	Authorized
      Signatory
	 	 	 
	 	 	 
	Dated:	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
wish to have this Security purchased by the Company pursuant to Section 10.12 or
Section 10.15,
as applicable, of the Indenture, check the Box:  [ ].

     

    If you
wish to have a portion of this Security purchased by the Company pursuant to
Section 10.12
or Section
10.15, as applicable, of the Indenture, state the amount (in original
principal amount):

     

    $_______________.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Date:

                            	 	 	
                              Your
      Signature:

                            	 
	 
      	 	 	
                               

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


                    

                  

                

              

            

          

        

      

    

    


    Signature
Guarantee: ____________________

     

    [Signature
must be guaranteed by an eligible Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions) with membership in an approved
guarantee medallion program pursuant to Securities and Exchange Commission Rule
17Ad-15]

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section
2.03. 
Form of Reverse of
Securities

     

     

    The form
of the reverse of the Securities shall be substantially as follows:

     

    INGLES
MARKETS, INCORPORATED

     

    87⁄8% Senior
Note due 2017

     

    This
Security is one of a duly authorized issue of Securities of the Company
designated as its 87⁄8% Senior Notes due 2017 (herein called the “Securities”),
limited, with respect to the Securities first issued under the Indenture, to an
aggregate principal amount of $575.0 million, issued under and subject to the
terms of an indenture (herein called the “Indenture” dated as
of May 12, 2009, between the Company and U.S. Bank, National Association, as
trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Guarantors, if any, the Trustee and the Holders
of the Securities, and of the terms upon which the Securities are, and are to
be, authenticated and delivered.  The Indenture permits the issuance
of Additional Securities subject to compliance with certain
conditions.

     

    The
Securities are subject to redemption at any time on or after May 15, 2013, at
the option of the Company, in whole or in part, on not less than 30 nor more
than 60 days’ prior notice, in denominations of $1,000 and any integral multiple
thereof, at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning the years
indicated below:

     

    
      
        	
                
                  Year

                

              	 	
                
                  Redemption

                  Price

                

              
	
                2013                                                                           

              	 	
                104.438%

              
	
                2014                                                                           

              	 	
                102.219%

              
	
                2015
      and
      thereafter                                                                           

              	 	
                100.000%

              


      

    

    


    The amount
payable to the holder of a Security shall be equal to the applicable Redemption
Price of the Securities redeemed, plus accrued and unpaid interest, if any, to
the Redemption Date (subject to the rights of Holders of record on relevant
record dates to receive interest due on an Interest Payment Date that is on or
prior to the Redemption Date).

     

    In
addition, at any time prior to May 15, 2012, the Company, at its option, may use
the net proceeds of one or more Equity Offerings to redeem up to an aggregate of
35% of the aggregate principal amount of Securities issued under the Indenture
(including the principal amount of any Additional Securities issued under the
Indenture) at a redemption price equal to 108.875% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
Redemption Date (subject to the rights of Holders of record on relevant record
dates to receive interest due on an Interest Payment Date that is on or prior to
the Redemption Date); provided that at
least 65% of the aggregate principal amount of Securities (including the
principal amount of any Additional Securities issued under the Indenture)
remains outstanding immediately after the occurrence of such
redemption.  In order to effect the foregoing redemption, the Company
must mail a notice of redemption no later than 30 days after the closing of the
related Equity Offering and must consummate such redemption within 60 days of
the closing of the Equity Offering.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    In
addition, prior to May 15, 2013, the Company may redeem the Securities at its
option, in whole at any time or in part from time to time, upon not less than 30
nor more than 60 days’ notice at a Redemption Price equal to 100% of the
principal amount of the Securities redeemed plus the Applicable Premium, plus
accrued and unpaid interest, if any, to the applicable Redemption Date (subject
to the right of Holders of record on the relevant Regular Record Date to receive
interest due on an Interest Payment Date that is on or prior to the Redemption
Date).

     

    If less
than all of the Securities are to be redeemed, the Trustee shall select the
Securities or portions thereof to be redeemed in compliance with the
requirements of the principal national security exchange, if any, on which the
Securities are listed, or if the Securities are not so listed, pro rata, by lot or by
any other method the Trustee shall deem fair and
reasonable.  Securities redeemed in part must be redeemed only in
integral multiples of $1,000.  Redemption pursuant to the provisions
relating to a Equity Offering must be made on a pro rata basis or on as nearly a
pro rata basis as practicable (subject to the procedures of DTC or any other
depositary).

     

    Upon the
occurrence of a Change of Control, each Holder may require the Company to
purchase such Holder’s Securities in whole or in part in integral multiples of
$1,000, at a purchase price in cash in an amount equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase, pursuant to a Change of Control Offer in accordance with the
procedures set forth in the Indenture.

     

    Upon the
occurrence of certain Asset Sales, the Company may be required to offer to
purchase the Securities.

     

    In the
case of any redemption or repurchase of Securities in accordance with the
Indenture, interest installments whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities of record as
of the close of business on the relevant Regular Record Date or Special Record
Date referred to on the face hereof.  Securities (or portions thereof)
for whose redemption and payment provision is made in accordance with the
Indenture shall cease to bear interest from and after the Redemption
Date.

     

    In the
event of redemption or repurchase of this Security in accordance with the
Indenture in part only, a new Security or Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    If an
Event of Default shall occur and be continuing, the principal amount of all the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

     

    The
Indenture contains provisions for defeasance at any time of (a) the entire
Indebtedness on the Securities and (b) certain restrictive covenants and related
Defaults and Events of Default, in each case upon compliance with certain
conditions set forth therein.

     

    The
Indenture permits, with certain exceptions (including certain amendments
permitted without the consent of any Holders and certain amendments which
require the consent of all of the Holders) as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the Guarantors, if any, and the rights of the Holders under the Indenture and
the Securities and the Guarantees, if any, at any time by the Company and the
Trustee with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding.  The
Indenture also contains provisions permitting, with certain exceptions
(including certain waivers which require the consent of all of the Holders) as
therein provided, the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company and the Guarantors, if
any, with certain provisions of the Indenture and the Securities and the
Guarantees, if any, and certain past Defaults under the Indenture and the
Securities and the Guarantees, if any, and their consequences.  Any
such consent or waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, any Guarantor or
any other obligor on the Securities (in the event such Guarantor or such other
obligor is obligated to make payments in respect of the Securities), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on, this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     

    Certificated
securities shall be transferred to all beneficial holders in exchange for their
beneficial interests in the Rule 144A Global Securities or the Regulation S
Global Securities, if any, if (i) such Depositary (A) has notified the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or (B) has ceased to be a clearing agency registered as such under the
Exchange Act, and in either case the Company fails to appoint a successor
Depositary within 90 days, (ii) the Company, at its option, notifies the Trustee
in writing that it elects to cause the issuance of the Securities in
certificated form or (iii) there shall have occurred and be continuing an Event
of Default or any event which after notice or lapse of time or both would be an
Event of Default with respect to such Global Security.  Upon any such
issuance, the Trustee is required to register such certificated Securities in
the name of, and cause the same to be delivered to, such Person or Persons (or
the nominee of any thereof).  All such certificated Securities would
be required to include the Private Placement Legend.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Securities
in certificated form are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiple of $1,000.  As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a differing authorized denomination, as requested by the Holder
surrendering the same.

     

    At any
time when the Company is not subject to Sections 13 or 15(d) of the Exchange
Act, upon the written request of a Holder of a Security, the Company will
promptly furnish or cause to be furnished such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto) to such Holder or to a prospective purchaser of such Security who such
Holder informs the Company is reasonably believed to be a “Qualified
Institutional Buyer” within the meaning of Rule 144A under the Securities Act,
as the case may be, in order to permit compliance by such Holder with Rule 144A
under the Securities Act.

     

    No service
charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security is overdue, and none
of the Company, any Guarantor, the Trustee nor any such agent shall be affected
by notice to the contrary.

     

    THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

     

    All terms
used in this Security which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    ARTICLE
THREE

     

    THE
SECURITIES

     

    Section
3.01. 
Title and
Terms

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture on the first issuance is limited to $575,000,000
in principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08.  Additional
Securities may be issued under the Indenture in compliance with Sections 3.03 and
10.08.

     

    The
Securities shall be known and designated as the “87⁄8% Senior Notes due 2017” of
the Company.  The Stated Maturity of the Securities shall be May 15,
2017, and the Securities shall each bear interest at the rate of 87⁄8% per annum,
as such interest rate may be adjusted as set forth in the Securities, from May
12, 2009 or from the most recent Interest Payment Date to which interest has
been paid, payable semiannually on May 15 and November 15 in each year,
commencing November 15, 2009, until the principal thereof is paid or duly
provided for.  Interest on any overdue principal, interest (to the
extent lawful) or premium, if any, shall be payable on demand.

     

    The
principal of, premium, if any, and interest on, the Securities shall be payable
and the Securities shall be exchangeable and transferable at an office or agency
of the Company maintained for such purposes (which initially will be a corporate
trust office of the Trustee located at 60 Livingston Avenue, St. Paul, Minnesota
55107); provided, however, that payment
of interest may be made at the option of the Company by check mailed to
addresses of the Persons entitled thereto as shown on the Security
Register.

     

    For all
purposes hereunder, the Initial Securities and any Additional Securities issued
pursuant to this Indenture will be treated as one class and are together
referred to as the “Securities.”

     

    The
Securities shall be subject to repurchase by the Company pursuant to an Offer as
provided in Section
10.12.

     

    Holders
shall have the right to require the Company to purchase their Securities, in
whole or in part, in the event of a Change of Control pursuant to Section
10.15.

     

    The
Securities shall be redeemable as provided in Article Eleven and in
the Securities.

     

    The
Securities shall be Senior Indebtedness of the Company ranking equal to all
other existing and future Senior Indebtedness of the Company and senior to all
Subordinated Indebtedness of the Company.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    At the
election of the Company, the entire Indebtedness on the Securities or certain of
the Company’s obligations and covenants and certain Events of Default thereunder
may be defeased as provided in Article
Four.

     

    Section
3.02. 
Denominations

     

    The
Securities shall be issuable only in fully registered form without coupons and
only in denominations of $2,000 and any integral multiple of
$1,000.

     

    Section
3.03. 
Execution, Authentication,
Delivery and Dating

     

    The
Securities shall be executed on behalf of the Company by one of its Chairman of
the Board, its President, its Chief Executive Officer, its Chief Financial
Officer or one of its Vice Presidents.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company to the Trustee (with
Guarantees, if any, endorsed thereon) for authentication, together with a
Company Order for the authentication and delivery of such Securities which order
shall set forth the number of separate Securities certificates, the principal
amount of each of the Securities to be authenticated, the date on which the
original issue of Securities is to be authenicated, the Holder of each of the
Securities and delivery instructions; and the Trustee in accordance with such
Company Order shall authenticate and deliver such Securities as provided in this
Indenture and not otherwise.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security or Guarantee, if any, endorsed thereon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this
Indenture.

     

    In case
the Company, or any Guarantor, pursuant to Article Eight, shall,
in a single transaction or through a series of related transactions, be
consolidated or merged with or into any other Person or shall sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, and the successor Person resulting from
such consolidation or surviving such merger, or into which the Company, or such
Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of
the Securities authenticated or delivered prior to such consolidation, merger,
sale, assignment, conveyance, transfer, lease or other disposition may, from
time to time, at the request of the successor Person, be exchanged for other
Securities executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Securities as specified in such request for the purpose
of such exchange.  If Securities shall at any time be authenticated
and delivered in any new name of a successor Person pursuant to this Section 3.03 in
exchange or substitution for or upon registration of transfer of any Securities,
such successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities on behalf of the Trustee.  Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities 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 Security
Registrar or Paying Agent to deal with the Company and its
Affiliates.

     

    If an
officer whose signature is on a Security no longer holds that office at the time
the Trustee authenticates such Security such Security shall be valid
nevertheless.

     

    Section
3.04. 
Temporary
Securities

     

    Pending
the preparation of definitive Securities, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.

     

    If
temporary Securities are issued, the Company will cause definitive Securities to
be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 10.02,
without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Securities, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations.  Until so exchanged
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

     

    Section
3.05. 
Registration; Registration
of Transfer and Exchange

     

    The
Company shall cause the Trustee to keep, so long as it is the Security
Registrar, at the Corporate Trust Office of the Trustee, or such other office as
the Trustee may designate, a register (the register maintained in such office or
in any other office or agency designated pursuant to Section 10.02 being
herein sometimes referred to as the “Security Register”)
in which, subject to such reasonable regulations as the Security Registrar may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.  The Trustee shall initially be the “Security
Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided.  The Company may change the Security Registrar or
appoint one or more co-Security Registrars without notice.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    Upon
surrender for registration of transfer of any Security at the office or agency
of the Company designated pursuant to Section 10.02, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denomination or denominations, of a like
aggregate principal amount.

     

    Furthermore,
any Holder of the Global Security shall, by acceptance of such Global Security,
agree that transfers of beneficial interests in such Global Security may be
effected only through a book-entry system maintained by the Holder of such
Global Security (or its agent), and that ownership of a beneficial interest in a
Security shall be required to be reflected in a book entry.

     

    At the
option of the Holder, Securities may be exchanged for other Securities of any
authorized denomination or denominations, of a like aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or
agency.  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive.

     

    All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same Indebtedness,
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     

    Every
Security presented or surrendered for registration of transfer, or for exchange,
repurchase or redemption, shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

     

    No service
charge shall be made to a Holder for any registration of transfer, exchange or
redemption of Securities, except for any tax or other governmental charge that
may be imposed in connection therewith, other than exchanges pursuant to Sections 3.03, 3.04, 3.05, 3.08, 9.06, 10.12, 10.15 or 11.08 not involving
any transfer.

     

    The
Company shall not be required (a) to issue, register the transfer of or exchange
any Security during a period beginning at the opening of business 15 days before
the mailing of a notice of redemption of the Securities selected for redemption
under Section
11.04 and ending at the close of business on the day of such mailing or
(b) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of Securities
being redeemed in part.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    Every
Security shall be subject to the restrictions on transfer provided in the legend
required to be set forth on the face of each Security pursuant to Section 2.02, and the
restrictions set forth in this Section 3.05, and the
Holder of each Security, by such Holder’s acceptance thereof (or interest
therein), agrees to be bound by such restrictions on transfer.

     

    The
restrictions imposed by this Section 3.05 upon the
transferability of any particular Security shall cease and terminate if and when
such Security has been sold pursuant to an effective registration statement
under the Securities Act.  Any Security as to which such restrictions
on transfer shall have expired in accordance with their terms or shall have
terminated may, upon surrender of such Security for exchange to the Security
Registrar in accordance with the provision of this Section 3.05, be
exchanged for a new Security, of like tenor and aggregate principal amount,
which shall not bear the Private Placement Legend, that the restrictions
contained herein and in the Private Placement Legend are no longer required to
maintain compliance with the Securities Act.  The Company shall inform
the Trustee of the effective date of any Registration Statement registering the
Securities under the Securities Act no later than two Business Days after such
effective date.

     

    Except as
provided in the preceding paragraph, any Security authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, any Global
Security, whether pursuant to this Section 3.05, Section 3.04, 3.08, 9.06 or 11.08 or otherwise,
shall also be a Global Security and bear the legend specified in Section
2.02.

     

    Section
3.06. 
Book-Entry Provisions for
Global Securities

     

    (a)  Each
Global Security initially shall (i) be registered in the name of the Depositary
for such Global Security or the nominee of such Depositary, (ii) be deposited
with, or on behalf of, the Depositary or with the Trustee as custodian for such
Depositary and (iii) bear legends as set forth in Section
2.02.

     

    Members
of, or participants in, the Depositary (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Security.

     

    (b)  Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (i) such
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, executes and delivers to the Trustee a Company Order
stating that it elects to cause the issuance of the Securities in certificated
form and that all Global Securities shall be exchanged in whole for Securities
that are not Global Securities (in which case such exchange shall be effected by
the Trustee) or (iii) there shall have occurred and be continuing an Event of
Default or any event which after notice or lapse of time or both would be an
Event of Default with respect to such Global Security.

     

    
      
        
        

      

      
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    (c)  If any
Global Security is to be exchanged for other Securities or canceled in whole, it
shall be surrendered by or on behalf of the Depositary or its nominee to the
Trustee, as Security Registrar, for exchange or cancellation as provided in this
Article
Three.  If any Global Security is to be exchanged for other
Securities or canceled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article Three or (ii)
the principal amount thereof shall be reduced or increased by an amount equal to
the portion thereof to be so exchanged or canceled, or equal to the principal
amount of such other Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Trustee, as Security Registrar, whereupon the Trustee, in
accordance with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its
records.  Upon any such surrender or adjustment of a Global Security,
the Trustee shall, subject to this Section 3.06(c) and
as otherwise provided in this Article Three,
authenticate and deliver any Securities issuable in exchange for such Global
Security (or any portion thereof) to or upon the order of, and registered in
such names as may be directed by, the Depositary or its authorized
representative.  Upon the request of the Trustee in connection with
the occurrence of any of the events specified in the preceding paragraph, the
Company shall promptly make available to the Trustee a reasonable supply of
Securities that are not in the form of Global Securities.  The Trustee
shall be entitled to rely upon any order, direction or request of the Depositary
or its authorized representative which is given or made pursuant to this Article Three if such
order, direction or request is given or made in accordance with the Applicable
Procedures.

     

    (d)  Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Article Three or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee
thereof.

     

    (e)  The
Depositary or its nominee, as registered owner of a Global Security, shall be
the Holder of such Global Security for all purposes under this Indenture and the
Securities, and owners of beneficial interests in a Global Security shall hold
such interests pursuant to the Applicable Procedures.  Accordingly,
any such owner’s beneficial interest in a Global Security will be shown only on,
and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members.

     

    Section
3.07. 
Special Transfer and
Exchange Provisions

     

    (a)  Certain Transfers and
Exchanges.  Transfers and exchanges of Securities and
beneficial interests in a Global Security of the kinds specified in this Section 3.07 shall be
made only in accordance with this Section
3.07.

     

    
      
        
        

      

      
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    (i)  Rule 144A Global Security to
Regulation S Global Security.  If the owner of a beneficial
interest in the Rule 144A Global Security wishes at any time to transfer such
interest to a Person who wishes to acquire the same in the form of a beneficial
interest in the Regulation S Global Security, such transfer may be effected only
in accordance with the provisions of this paragraph and paragraph (iv) below and
subject to the Applicable Procedures.  Upon receipt by the Trustee, as
Security Registrar, of (a) an order given by the Depositary or its authorized
representative directing that a beneficial interest in the Regulation S Global
Security in a specified principal amount be credited to a specified Agent
Member’s account and that a beneficial interest in the Rule 144A Global Security
in an equal principal amount be debited from another specified Agent Member’s
account and (b) a Regulation S Certificate in the form of Exhibit A hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Rule 144A Global Security or his attorney duly authorized in
writing, then the Trustee, as Security Registrar but subject to paragraph (iv)
below, shall reduce the principal amount of the Rule 144A Global Security and
increase the principal amount of the Regulation S Global Security by such
specified principal amount as provided in Section
3.06(c).

     

    (ii)  Regulation S Global Security
to Rule 144A Global Security.  If the owner of a beneficial
interest in the Regulation S Global Security, if any, wishes at any time to
transfer such interest to a Person who wishes to acquire the same in the form of
a beneficial interest in the Rule 144A Global Security, such transfer may be
effected only in accordance with this paragraph (ii) and subject to the
Applicable Procedures.  Upon receipt by the Trustee, as Security
Registrar, of (a) an order given by the Depositary or its authorized
representative directing that a beneficial interest in the Rule 144A Global
Security in a specified principal amount be credited to a specified Agent
Member’s account and that a beneficial interest in the Regulation S Global
Security in an equal principal amount be debited from another specified Agent
Member’s account and (b) if such transfer is to occur during the Restricted
Period, a Restricted Securities Certificate in the form of Exhibit B hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Regulation S Global Security or his attorney duly authorized in
writing, then the Trustee, as Security Registrar, shall reduce the principal
amount of the Regulation S Global Security and increase the principal amount of
the Rule 144A Global Security by such specified principal amount as provided in
Section
3.06(c).

     

    (iii)  Exchanges Between Global
Security and Non-Global Security.  A beneficial interest in a
Global Security may be exchanged for a Security that is not a Global Security as
provided in Section
3.07(b), provided that, if
such interest is a beneficial interest in the Rule 144A Global Security, or if
such interest is a beneficial interest in the Regulation S Global Security and
such exchange is to occur during the Restricted Period, then such interest shall
bear the Private Placement Legend (subject in each case to Section
3.07(b)).

     

    (iv)  Regulation S Global Security
to Be Held Through Euroclear or Clearstream During Restricted
Period.  The Company shall use its best efforts to cause the
Depositary to ensure that, until the expiration of the Restricted Period,
beneficial interests in the Regulation S Global Security, if any, may be held
only in or through accounts maintained at the Depositary by Euroclear or
Clearstream (or by Agent Members acting for the account thereof), and no person
shall be entitled to effect any transfer or exchange that would result in any
such interest being held otherwise than in or through such an account; provided that this
paragraph (iv) shall not prohibit any transfer or exchange of such an interest
in accordance with paragraph (ii) above.  Notwithstanding anything
otherwise stated herein, during the Restricted Period, holders of beneficial
interests in the Regulation S Global Security may not transfer such interest to
a person that takes delivery thereof in the form of an interest in the Rule 144A
Global Security; upon the expiration of the Restricted Period, such interest in
the Regulation S Global Security may be transferred to a person who takes
delivery in the form of an interest in the Rule 144A Global Security, provided that (for
persons other than distributors (as defined in Regulation S)) such person
delivers a certificate in the Form of Exhibit C hereto to the
Trustee.

     

    
      
        
        

      

      
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    (b)  Private Placement
Legends.  Rule 144A Securities and their Successor Securities
and Regulation S Securities and their Successor Securities shall bear a Private
Placement Legend, subject to the following:

     

    (i)  subject to
the following clauses of this Section 3.07(b), a
Security or any portion thereof which is exchanged, upon transfer or otherwise,
for a Global Security or any portion thereof shall bear the Private Placement
Legend borne by such Global Security while represented thereby;

     

    (ii)  subject to
the following clauses of this Section 3.07(b), a
new Security which is not a Global Security and is issued in exchange for
another Security (including a Global Security) or any portion thereof, upon
transfer or otherwise, shall bear the Private Placement Legend borne by such
other Security;

     

    (iii)  Exchange
Securities, and all other Securities sold or otherwise disposed of pursuant to
an effective registration statement under the Securities Act, together with
their respective Successor Securities, shall not bear a Private Placement
Legend;

     

    (iv)  at any
time after the Securities may be freely transferred without registration under
the Securities Act or without being subject to transfer restrictions pursuant to
the Securities Act, a new Security which does not bear a Private Placement
Legend may be issued in exchange for or in lieu of a Security (other than a
Global Security) or any portion thereof which bears such a legend if the Trustee
has received an Unrestricted Securities Certificate substantially in the form of
Exhibit C hereto, satisfactory to the Trustee and duly executed by the Holder of
such legended Security or his attorney duly authorized in writing, and after
such date and receipt of such certificate, the Trustee shall authenticate and
deliver such a new Security in exchange for or in lieu of such other Security as
provided in this Article
Three;

     

    (v)  a new
Security which does not bear a Private Placement Legend may be issued in
exchange for or in lieu of a Security (other than a Global Security) or any
portion thereof which bears such a legend if, in the Company’s judgment, placing
such a legend upon such new Security is not necessary to ensure compliance with
the registration requirements of the Securities Act, and the Trustee, at the
direction of the Company, shall authenticate and deliver such a new Security as
provided in this Article Three;
and

     

    
      
        
        

      

      
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    (vi)  notwithstanding
the foregoing provisions of this Section 3.07(b), a
Successor Security of a Security that does not bear a particular form of Private
Placement Legend shall not bear such form of legend unless the Company has
reasonable cause to believe that such Successor Security is a “restricted
security” within the meaning of Rule 144, in which case the Trustee, at the
direction of the Company, shall authenticate and deliver a new Security bearing
a Private Placement Legend in exchange for such Successor Security as provided
in this Article
Three.

     

    By its
acceptance of any Security bearing the Private Placement Legend, each Holder of
such a Security acknowledges the restrictions on transfer of such Security set
forth in this Indenture and in the Private Placement Legend and agrees that it
will transfer such Security only as provided in this Indenture.

     

    The
Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.06 or this
Section
3.07.  The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Security
Registrar.

     

    Section
3.08. 
Mutilated, Destroyed, Lost
and Stolen Securities

     

    If (a) any
mutilated Security is surrendered to the Trustee, or (b) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and there is delivered to the Company, any Guarantor and the
Trustee, such security or indemnity, in each case, as may be required by them to
save each of them harmless, then, in the absence of notice to the Company, any
Guarantor or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon a Company Request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or stolen Security, a replacement Security
of like tenor and principal amount, bearing a number not contemporaneously
outstanding and each Guarantor, if any, shall execute a replacement Guarantee,
if any.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
replacement Security, pay such Security.

     

    Upon the
issuance of any replacement Securities under this Section, the Company may
require the payment of a sum sufficient to pay all documentary, stamp or similar
issue or transfer taxes or other governmental charges that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

     

    Every
replacement Security and Guarantee, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and any Guarantor, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued
hereunder.

     

    
      
        
        

      

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

     

    Section
3.09. 
Payment of Interest;
Interest Rights Preserved

     

    Interest
on any Security which is payable, and is punctually paid or duly provided for,
on the Stated Maturity of such interest shall be paid to the Person in whose
name the Security (or any Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest payment.

     

    Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on the Stated Maturity of such interest, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called “Defaulted Interest”),
shall forthwith cease to be payable to the Holder on the Regular Record Date;
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Subsection (a) or (b) below:

     

    (a)  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities (or any relevant Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security and the date (not
less than 30 days after such notice) of the proposed payment (the “Special Payment
Date”), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the Special Payment Date, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Subsection provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the Special Payment Date and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment.  The Trustee
shall promptly notify the Company in writing of such Special Record
Date.  In the name and at the expense of the Company, the Trustee
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder at its address as it appears in the Security Register, not less than 10
days prior to such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date and Special
Payment Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities are registered on such Special
Record Date and shall no longer be payable pursuant to the following Subsection
(b).

     

    
      
        
        

      

      
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    (b)  The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by this
Indenture not inconsistent with the requirements of such exchange, if, after
written notice given by the Company to the Trustee of the proposed payment
pursuant to this Subsection, such payment shall be deemed practicable by the
Trustee.

     

    Subject to
the foregoing provisions of this Section 3.09, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Security.

     

    Section
3.10. 
CUSIP
Numbers

     

    The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and the Company, or the Trustee on behalf of the Company, shall use CUSIP
numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Securities; and provided further,
however, that
failure to use CUSIP numbers in any notice of redemption or exchange shall not
affect the validity or sufficiency of such notice.

     

    Section
3.11. 
Persons Deemed
Owners

     

    Prior to
and at the time of due presentment of a Security for registration of transfer,
the Company, any Guarantor, the Trustee and any agent of the Company, any
Guarantor or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.09)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

     

    Section
3.12. 
Cancellation

     

    All
Securities surrendered for payment, purchase, redemption, registration of
transfer or exchange shall be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it.  The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or any such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 3.12, except
as expressly permitted by this Indenture.  All canceled Securities
held by the Trustee shall be destroyed and certification of their destruction
delivered to the Company, unless by a Company Order received by the Trustee
prior to such destruction, the Company shall direct that the canceled Securities
be returned to it.  The Trustee shall provide the Company a list of
all Securities that have been canceled from time to time as requested by the
Company.

     

    
      
        
        

      

      
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    Section
3.13. 
Computation of
Interest

     

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

     

    ARTICLE
FOUR

     

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    Section
4.01. 
Option to Effect Defeasance
or Covenant Defeasance

     

    The
Company may, at its option by Board Resolution, at any time, with respect to the
Securities, elect to have either Section 4.02 or Section 4.03 applied
to all of the Outstanding Securities (the “Defeased
Securities”), upon compliance with the conditions set forth below in this
Article
Four.

     

    Section
4.02. 
Defeasance and
Discharge

     

    Upon the
Company’s exercise under Section 4.01 of the
option applicable to this Section 4.02, the
Company, each Guarantor and any other obligor upon the Securities, if any, shall
be deemed to have been discharged from its obligations with respect to the
Defeased Securities on the date the conditions set forth in Section 4.04 below
are satisfied (hereinafter, “defeasance”).  For
this purpose, such defeasance means that the Company, each Guarantor, if any,
and any other obligor under this Indenture shall be deemed to have paid and
discharged the entire Indebtedness represented by the Defeased Securities, which
shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.05 and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder:  (a) the rights of Holders of
Defeased Securities to receive, solely from the trust fund described in Section 4.04 and as
more fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest on, such Securities, when such payments are due,
(b) the Company’s obligations with respect to such Defeased Securities under
Sections 3.04,
3.05, 3.08, 10.02 and 10.03, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including, without limitation, the Trustee’s rights under Section 6.07, and (d)
this Article
Four.  Subject to compliance with this Article Four, the
Company may exercise its option under this Section 4.02
notwithstanding the prior exercise of its option under Section 4.03 with
respect to the Securities.

     

    Section
4.03. 
Covenant
Defeasance

     

    Upon the
Company’s exercise under Section 4.01 of the
option applicable to this Section 4.03, the
Company and each Guarantor, if any, shall be released from its obligations under
any covenant or provision contained or referred to in Sections 10.05
through 10.18,
inclusive, and the provisions of clause (iii) of Section 8.01(a), with
respect to the Defeased Securities, on and after the date the conditions set
forth in Section
4.04 below are satisfied (hereinafter, “covenant
defeasance”), and the Defeased Securities shall thereafter be deemed to
be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the Defeased Securities, the Company and each
Guarantor, if any, may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.01(c) or
(g) but, except
as specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

     

    
      
        
        

      

      
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    Section
4.04. 
Conditions to Defeasance or
Covenant Defeasance

     

    The
following shall be the conditions to application of either Section 4.02 or Section 4.03 to the
Defeased Securities:

     

    (1)  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds, in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (a) cash in United States dollars in
an amount, (b) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms and
with no further reinvestment will provide, not later than one day before the due
date of payment, money in an amount, or (c) a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants or a nationally recognized investment banking
firm expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee to pay and
discharge, the principal of, premium, if any, and interest on, the Defeased
Securities, on the Stated Maturity of such principal or interest (or on any date
after May 15, 2013 (such date being referred to as the “Defeasance Redemption
Date”), if at or prior to electing to exercise either its option
applicable to Section
4.02 or its option applicable to Section 4.03, the
Company has delivered to the Trustee an irrevocable notice to redeem the
Defeased Securities on the Defeasance Redemption Date).  For this
purpose, “U.S.
Government Obligations” means securities that are (i) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt;

     

    
      
        
        

      

      
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    (2)  In the
case of an election under Section 4.02, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States stating that (A) the Internal Revenue Service has issued a
ruling to the Company or has issued a revenue ruling or other published
administrative position or (B) since the date hereof, 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 Independent Counsel in the United States shall
confirm that, the Holders of the Outstanding Securities 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;

     

    (3)  In the
case of an election under Section 4.03, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States to the effect that the Holders of the Outstanding Securities
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;

     

    (4)  No Default
or Event of Default shall have occurred and be continuing on the date of such
deposit or insofar as Section 5.01(h) or
(i) is
concerned, at any time during the period ending on the 91st day after the date
of deposit;

     

    (5)  Such
defeasance or covenant defeasance shall not cause the Trustee for the Securities
to have a conflicting interest in violation of and for purposes of the Trust
Indenture Act with respect to any securities of the Company or any
Guarantor;

     

    (6)  Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a Default under, this Indenture or any other material agreement or
instrument to which the Company, any Guarantor or any Restricted Subsidiary is a
party or by which it is bound;

     

    (7)  Such
defeasance or covenant defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder;

     

    (8)  The
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States to the effect that after the 91st day following the date of
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally;

     

    (9)  The
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
holders of the Securities or any Guarantee over the other creditors of the
Company or any Guarantor with the intent of defeating, hindering, delaying or
defrauding creditors of the Company, any Guarantor or others;

     

    
      
        
        

      

      
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    (10)  No event
or condition shall exist that would prevent the Company from making payments of
the principal of, premium, if any, and interest on the Securities on the date of
such deposit or at any time ending on the 91st day after the date of such
deposit; and

     

    (11)  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Independent Counsel, each stating that all conditions precedent
(other than conditions which cannot be satisfied for 91 days) provided for
relating to either the defeasance under Section 4.02 or the
covenant defeasance under Section 4.03, as the
case may be, have been complied with.

     

    Opinions
of Counsel or Opinions of Independent Counsel required to be delivered under
this Section shall be in form and substance reasonably satisfactory to the
Trustee and may have qualifications customary for opinions of the type required
and counsel delivering such opinions may rely on certificates of the Company or
government or other officials customary for opinions of the type required, which
certificates shall be limited as to matters of fact, including that various
financial covenants have been complied with.

     

    Section
4.05. 
Deposited Money and U.S.
Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions

     

    Subject to
the provisions of the last paragraph of Section 10.03, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.04 in
respect of the Defeased Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(excluding the Company or any of its Affiliates acting as Paying Agent), as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.  Money so held in trust shall not be subject to the provisions
of Article
Thirteen.

     

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

     

    Anything
in this Article
Four to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any United States dollars or
U.S. Government Obligations held by it as provided in Section 4.04 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect defeasance or covenant defeasance.

     

    
      
        
        

      

      
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    Section
4.06. 
Reinstatement

     

    If the
Trustee or Paying Agent is unable to apply any United States dollars or U.S.
Government Obligations in accordance with Section 4.02 or 4.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities and any
Guarantor’s obligations under any Guarantee shall be revived and reinstated,
with present and prospective effect, as though no deposit had occurred pursuant
to Section 4.02
or 4.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such United States dollars or U.S. Government Obligations
in accordance with Section 4.02 or 4.03,
as the case may be; provided, however, that if the
Company makes any payment to the Trustee or Paying Agent of principal of,
premium, if any, or interest on any Security following the reinstatement of its
obligations, the Trustee or Paying Agent shall promptly pay any such amount to
the Holders of the Securities and the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the United States
dollars and U.S. Government Obligations held by the Trustee or Paying
Agent.

     

    ARTICLE
FIVE

     

    REMEDIES

     

    Section
5.01. 
Events of
Default

     

    “Event of Default,”
wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
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):

     

    (a)  there
shall be a default in the payment of any interest on any Security when it
becomes due and payable, and such default shall continue for a period of 30
days;

     

    (b)  there
shall be a default in the payment of the principal of (or premium, if any, on)
any Security at its Maturity (upon acceleration, optional or mandatory
redemption, if any, required repurchase or otherwise);

     

    (c)  (i) there
shall be a default in the performance, or breach, of any covenant or agreement
of the Company or any Guarantor under this Indenture or any Guarantee (other
than a default in the performance, or breach, of a covenant or agreement which
is specifically dealt with in clause (a), (b) or in clause (ii), (iii) or (iv)
of this clause (c)) and such default or breach shall continue for a period of 30
days after written notice has been given, by certified mail, (1) to the Company
by the Trustee or (2) to the Company and the Trustee by the holders of at least
25% in aggregate principal amount of the Outstanding Securities; (ii) there
shall be a default in the performance or breach of Article Eight herein;
(iii) the Company shall have failed to make or consummate an Offer in accordance
with the provisions of Section 10.12 herein;
or (iv) the Company shall have failed to make or consummate a Change of Control
Offer in accordance with the provisions of Section 10.15
herein;

     

    
      
        
        

      

      
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    (d)  one or
more defaults shall have occurred under any of the agreements, indentures or
instruments under which the Company, any Guarantor or any Restricted Subsidiary
then has outstanding Indebtedness in excess of $15.0 million, individually or in
the aggregate, and either (i) such default results from the failure to pay such
Indebtedness at its stated final Maturity or (ii) such default or defaults have
resulted in the acceleration of the Maturity of such Indebtedness;

     

    (e)  any
Guarantee shall for any reason cease to be, or shall for any reason be asserted
in writing by any Guarantor or the Company not to be, in full force and effect
and enforceable in accordance with its terms, except to the extent contemplated
by this Indenture and any such Guarantee;

     

    (f)  one or
more judgments, orders or decrees of any court or regulatory or administrative
agency for the payment of money in excess of $15.0 million, either individually
or in the aggregate, shall be rendered against the Company, any Guarantor or any
Restricted Subsidiary or any of their respective properties and shall not be
discharged or fully bonded and there shall have been a period of 60 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
an appeal or otherwise, shall not be in effect and the Company is not making
payments or complying with its obligations entered into in connection with such
judgment, order or decree;

     

    (g)  any holder
or holders of at least $15.0 million in aggregate principal amount of
Indebtedness of the Company, any Guarantor or any Restricted Subsidiary after a
default under such Indebtedness shall notify the Trustee of the sale or
disposition of any assets of the Company, any Guarantor or any Restricted
Subsidiary that have been pledged to or for the benefit of such holder or
holders to secure such Indebtedness or shall commence proceedings, or take any
action (including by way of set-off), to retain in satisfaction of such
Indebtedness or to collect on, seize, dispose of or apply in satisfaction of
Indebtedness, assets of the Company, any Guarantor or any Restricted Subsidiary
(including funds on deposit or held pursuant to lock-box and other similar
arrangements);

     

    (h)  there
shall have been the entry by a court of competent jurisdiction of (i) a decree
or order for relief in respect of the Company, any Guarantor or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or (ii) a decree or order adjudging the Company, any Guarantor or any
Significant Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, any
Guarantor or any Significant Subsidiary under any applicable federal or state
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company, any Guarantor or any
Significant Subsidiary or of any substantial part of their respective
properties, or ordering the winding up or liquidation of their affairs, and any
such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or

     

    
      
        
        

      

      
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    (i)  (A) the
Company, any Guarantor or any Significant Subsidiary commences a voluntary case
or proceeding under any applicable Bankruptcy Law or any other case or
proceeding to be adjudicated bankrupt or insolvent, (B) the Company, any
Guarantor or any Significant Subsidiary consents to the entry of a decree or
order for relief in respect of the Company, such Guarantor or such Significant
Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy
Law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, (C) the Company, any Guarantor or any Significant Subsidiary files a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, (D) the Company, any Guarantor or any
Significant Subsidiary (1) consents to the filing of such petition or the
appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company, any
Guarantor or such Significant Subsidiary or of any substantial part of their
respective properties, (2) makes an assignment for the benefit of creditors or
(3) admits in writing its inability to pay its debts generally as they become
due or (E) the Company, any Guarantor or any Significant Subsidiary takes any
corporate action in furtherance of any such actions in this clause
(i).

     

    Section
5.02. 
Acceleration of Maturity;
Rescission and Annulment

     

    If an
Event of Default (other than an Event of Default specified in Sections 5.01(h) and
(i) herein with
respect to the Company or a Guarantor) shall occur and be continuing with
respect to this Indenture, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities then Outstanding may, and the
Trustee at the request of such Holders shall, declare all unpaid principal of,
premium, if any, and accrued interest on all Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders of the Securities) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable
immediately.  If an Event of Default specified in clause (h) or (i) of
Section 5.01
with respect to the Company or a Guarantor occurs and is continuing, then all
the Securities shall ipso facto become and be due and payable immediately in an
amount equal to the principal amount of the Securities, together with accrued
and unpaid interest, if any, to the date the Securities become due and payable,
without any declaration or other act on the part of the Trustee or any
Holder.  Thereupon, the Trustee may, at its discretion, proceed to
protect and enforce the rights of the Holders of the Securities by appropriate
judicial proceedings.

     

    After a
declaration of acceleration with respect to the Securities, but before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of Securities Outstanding by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences
if:

     

    (a)  the
Company has paid or deposited with the Trustee a sum sufficient to pay (1) all
sums paid or advanced by the Trustee under this Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, (2) all overdue interest on all Outstanding Securities, (3) the
principal of, and premium, if any, on any Outstanding Securities which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Securities and (4) to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate borne by
the Securities;

     

    
      
        
        

      

      
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    (b)  the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and

     

    (c)  all Events
of Default, other than the non-payment of principal of, premium, if any, and
interest on the Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section
5.13.

     

    No such
rescission shall affect any subsequent Default or impair any right consequent
thereon.

     

    Section
5.03. 
Collection of Indebtedness
and Suits for Enforcement by Trustee

     

    The
Company and each Guarantor, if any, covenant that if

     

    (a)  default is
made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days,
or

     

    (b)  default is
made in the payment of the principal of or premium, if any, on any Security at
the Stated Maturity thereof or otherwise,

     

    the
Company and such Guarantor, if any, will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and premium, if any, and interest, with
interest upon the overdue principal and premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    If the
Company or any Guarantor, as the case may be, fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or any Guarantor or any
other obligor upon the Securities and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company any
Guarantor or any other obligor upon the Securities, wherever
situated.

     

    If an
Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders under
this Indenture or any Guarantee by such appropriate private or judicial
proceedings as the Trustee shall deem most effectual to protect and enforce such
rights, including seeking recourse against any Guarantor pursuant to the terms
of any Guarantee, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy, including, without
limitation, seeking recourse against any Guarantor pursuant to the terms of a
Guarantee, or to enforce any other proper remedy, subject however to Section
5.12.  No recovery of any such judgment upon any property of
the Company or any Guarantor shall affect or impair any rights, powers or
remedies of the Trustee or the Holders.

     

    
      
        
        

      

      
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    Section
5.04. 
Trustee May File Proofs of
Claim

     

    In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor, including any
Guarantor, upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

     

    (a)  to file
and prove a claim for the whole amount of principal, and premium, if any, and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

     

    (b)  to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section
6.07.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     

    Section
5.05. 
Trustee May Enforce Claims
without Possession of Securities

     

    All rights
of action and claims under this Indenture, the Securities or the Guarantees, if
any, may be prosecuted and enforced by the Trustee without the possession of any
of the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     

    
      
        
        

      

      
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    Section
5.06. 
Application of Money
Collected

     

    Any money
collected by the Trustee pursuant to this Article or otherwise on behalf of the
Holders or the Trustee pursuant to this Article or through any proceeding or any
arrangement or restructuring in anticipation or in lieu of any proceeding
contemplated by this Article shall be applied, subject to applicable law, in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully
paid:

     

    FIRST:  To
the payment of all amounts due the Trustee under Section
6.07;

     

    SECOND:  To
the payment of the amounts then due and unpaid upon the Securities for
principal, premium, if any, and interest, in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Securities for
principal, premium, if any, and interest; and

     

    THIRD:  The
balance, if any, to the Person or Persons entitled thereto, including the
Company, provided that all
sums due and owing to the Holders and the Trustee have been paid in full as
required by this Indenture.

     

    Section
5.07. 
Limitation on
Suits

     

    No Holder
of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Securities, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

     

    (a)  such
Holder has previously given written notice to the Trustee of a continuing Event
of Default;

     

    (b)  the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as trustee
hereunder;

     

    (c)  such
Holder or Holders have offered to the Trustee a reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;

     

    (d)  the
Trustee for 15 days after its receipt of such notice, request and offer (and if
requested, provision) of indemnity has failed to institute any such proceeding;
and

     

    (e)  no
direction inconsistent with such written request has been given to the Trustee
during such 15-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Securities;

     

    it being
understood and intended that no one or more Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture, any Security or any Guarantee to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Security or any Guarantee, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

     

    
      
        
        

      

      
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    Section
5.08. 
Unconditional Right of
Holders to Receive Principal, Premium and Interest

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right based on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section 3.09)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repurchase, on the Redemption Date or
the repurchase date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

     

    Section
5.09. 
Restoration of Rights and
Remedies

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture or any Guarantee and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, any
Guarantor, any other obligor on the Securities, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     

    Section
5.10. 
Rights and Remedies
Cumulative

     

    No right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    Section
5.11. 
Delay or Omission Not
Waiver

     

    No delay
or omission of the Trustee or of any Holder of any Security to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

     

    
      
        
        

      

      
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    Section
5.12. 
Control by
Holders

     

    The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, provided
that

     

    (a)  such
direction shall not be in conflict with any rule of law or with this Indenture
(including, without limitation, Section 5.07) or any
Guarantee, expose the Trustee to personal liability or expense, or be unduly
prejudicial to Holders not joining therein; and

     

    (b)  subject to
the provisions of Section 3.15 of the Trust Indenture Act, the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.

     

    Section
5.13. 
Waiver of Past
Defaults

     

    The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities may on behalf of the Holders of all Outstanding
Securities waive any past Default hereunder and its consequences, except a
Default

     

    (a)  in the
payment of the principal of, premium, if any, or interest on any Security (which
may only be waived with the consent of each Holder of Securities affected);
or

     

    (b)  in respect
of a covenant or a provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holder of each Security
Outstanding affected by such modification or amendment.

     

    Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     

    Section
5.14. 
Undertaking for
Costs

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section 5.14 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of, premium, if any, or
interest on, any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).

     

    
      
        
        

      

      
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    Section
5.15. 
Waiver of Stay, Extension or
Usury Laws

     

    Each of
the Company and the Guarantors, if any, covenants (to the extent that it may
lawfully do so) that it will 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 or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities contemplated herein or in the Securities or which may affect
the covenants or the performance of this Indenture; and each of the Company and
the Guarantors, if any (to the extent that it may lawfully do so), hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

     

    Section
5.16. 
Remedies Subject to
Applicable Law

     

    All
rights, remedies and powers provided by this Article Five may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

     

    ARTICLE
SIX

     

    THE
TRUSTEE

     

    Section
6.01. 
Duties of
Trustee

     

    Subject to
the provisions of Trust Indenture Act Sections 315(a) through
315(d):

     

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

     

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

     

    (1)  the
Trustee need perform only those duties as are specifically set forth in this
Indenture and no covenants or obligations shall be implied in this Indenture
that are adverse to the Trustee; and

     

    
      
        
        

      

      
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    (2)  in the
absence of bad faith or willful misconduct 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
Subsection (c) does not limit the effect of Subsection (b) of this Section
6.01;

     

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

     

    (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 of the Holders of a majority in
principal amount of Outstanding Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power confirmed upon the Trustee under this
Indenture;

     

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

     

    (e)  whether or
not therein expressly so provided, every provision of this Indenture that in any
way relates to the Trustee is subject to Subsections (a), (b), (c) and (d) of
this Section
6.01; and

     

    (f)  the
Trustee shall not be liable for interest on any money or assets received by it
except as the Trustee may agree with the Company.  Assets held in
trust by the Trustee need not be segregated from other assets except to the
extent required by law.

     

    Section
6.02. 
Notice of
Defaults

     

    Within 30
days after a Responsible Officer of the Trustee receives notice of the
occurrence of any Default, the Trustee shall transmit by mail to all Holders and
any other Persons entitled to receive reports pursuant to Section 313(c) of the
Trust Indenture Act, as their names and addresses appear in the Security
Register, notice of such Default hereunder known to the Trustee, unless such
Default shall have been cured or waived; provided, however, that, except
in the case of a Default in the payment of the principal of, premium, if any, or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.

     

    
      
        
        

      

      
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    Section
6.03. 
Certain Rights of
Trustee

     

    Subject to
the provisions of Section 6.01 hereof
and Trust Indenture Act Sections 315(a) through 315(d):

     

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

     

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

     

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

     

    (d)  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
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred therein or thereby in
compliance with such request or direction;

     

    (e)  the
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture other than any liabilities arising out of
the negligence, bad faith or willful misconduct of the Trustee;

     

    (f)  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval, appraisal, bond,
debenture, note, coupon, security or other paper or document unless requested in
writing to do so by the Holders of not less than a majority in aggregate
principal amount of the Securities then Outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation so requested by
the Holders of not less than 25% in aggregate principal amount of the Securities
Outstanding shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Company upon demand; provided, further, the Trustee
in its discretion may make such further inquiry or investigation into such facts
or matters as it may deem fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or
attorney;

     

    
      
        
        

      

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

     

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

     

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

     

    (j)  the
Trustee shall not be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss or profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action;

     

    (k)  the
Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts and powers under this Indenture;

     

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

     

    (m)   
The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as duties.

     

    Section
6.04. 
Trustee Not Responsible for
Recitals, Dispositions of Securities or Application of Proceeds
Thereof

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company
and the Guarantors, if any, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility and Qualification on Form
T-1 to be supplied to the Company will be true and accurate subject to the
qualifications set forth therein.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    
      
        
        

      

      
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    Section
6.05. 
Trustee and Agents May Hold
Securities; Collections; etc

     

    The
Trustee, any Paying Agent, Security Registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of
Securities, with the same rights it would have if it were not the Trustee,
Paying Agent, Security Registrar or such other agent and, subject to Trust
Indenture Act Sections 310 and 311, may otherwise deal with the Company and
receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

     

    Section
6.06. 
Money Held in
Trust

     

    All moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law.  Except for funds or securities deposited with the
Trustee pursuant to Article Four, the
Trustee shall be required to invest all moneys received by the Trustee, until
used or applied as herein provided, in Temporary Cash Investments in accordance
with the directions of the Company.

     

    Section
6.07. 
Compensation and
Indemnification of Trustee and Its Prior Claim

     

    The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered
by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) and the Company
covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence, bad faith or willful misconduct.  The
Company also covenants and agrees to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any claim, loss, liability, tax,
assessment or other governmental charge (other than taxes applicable to the
Trustee’s compensation hereunder) or expense incurred without negligence, bad
faith or willful misconduct on its part, arising out of or in connection with
the acceptance or administration of this Indenture or the trusts hereunder and
its duties hereunder, including enforcement of this Section 6.07 and also
including any liability which the Trustee may incur as a result of failure to
withhold, pay or report any tax, assessment or other governmental charge, and
the costs and expenses of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.  The obligations of the Company under this Section 6.07 to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for reasonable expenses,
disbursements and advances shall constitute an additional obligation hereunder
and shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee and each predecessor Trustee.

     

    
      
        
        

      

      
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    Section
6.08. 
Conflicting
Interests

     

    The
Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act.

     

    Section
6.09. 
Trustee
Eligibility

     

    There
shall at all times be a Trustee hereunder which shall be eligible to act as
trustee under Trust Indenture Act Section 310(a) and which shall have a combined
capital and surplus of at least $50,000,000, to the extent there is an
institution eligible and willing to serve.  If the Trustee does not
have a Corporate Trust Office in The City of New York, the Trustee may appoint
an agent in The City of New York reasonably acceptable to the Company to conduct
any activities which the Trustee may be required under this Indenture to conduct
in The City of New York.  If such Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 6.09, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 6.09, the
Trustee shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

     

    Section
6.10. 
Resignation and Removal;
Appointment of Successor Trustee

     

    (a)  No
resignation or removal of the Trustee and no appointment of a successor trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor trustee under Section
6.11.

     

    (b)  The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
by giving written notice thereof to the Company no later than 30 Business Days
prior to the proposed date of resignation.  Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee by
written instrument executed by authority of the Board of Directors of the
Company, a copy of which shall be delivered to the resigning Trustee and a copy
to the successor trustee.  If an instrument of acceptance by a
successor trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor
trustee.  Such court may thereupon, after such notice, if any, as it
may deem proper, appoint and prescribe a successor trustee.

     

    
      
        
        

      

      
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    (c)  The
Trustee may be removed at any time for any cause or for no cause by an Act of
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the
Company.

     

    (d)  If at any
time:

     

    (1)  the
Trustee shall fail to comply with the provisions of Trust Indenture Act Section
310(b) after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months,

     

    (2)  the
Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months,
or

     

    (3)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii)
subject to Section
5.14, the Holder of any Security who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee.  Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

     

    (e)  If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor trustee and shall comply with the
applicable requirements of Section
6.11.  If, within 60 days after such resignation, removal or
incapability, or the occurrence of such vacancy, the Company has not appointed a
successor Trustee, a successor trustee shall be appointed by the Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee.  Such successor
trustee so appointed shall forthwith upon its acceptance of such appointment
become the successor trustee and supersede the successor trustee appointed by
the Company.  If no successor trustee shall have been so appointed by
the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Trustee or the Holder of any Security who has
been a bona fide Holder for at least six months may, subject to Section 5.14, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor trustee.

     

    (f)  The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor trustee by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Securities as
their names and addresses appear in the Security Register.  Each
notice shall include the name of the successor trustee and the address of its
Corporate Trust Office or agent hereunder.

     

    
      
        
        

      

      
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    Section
6.11. 
Acceptance of Appointment by
Successor

     

    Every
successor trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee as if originally named as Trustee hereunder; but,
nevertheless, on the written request of the Company or the successor trustee,
upon payment of its charges pursuant to Section 6.07 then
unpaid, such retiring Trustee shall pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations.  Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights and
powers.

     

    No
successor trustee with respect to the Securities shall accept appointment as
provided in this Section 6.11 unless
at the time of such acceptance such successor trustee shall be eligible to act
as trustee under the provisions of Trust Indenture Act Section 310(a) and this
Article Six and
shall have a combined capital and surplus of at least $50,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section
6.09.

     

    Upon
acceptance of appointment by any successor trustee as provided in this Section 6.11, the
Company shall give notice thereof to the Holders of the Securities, by mailing
such notice to such Holders at their addresses as they shall appear on the
Security Register.  If the acceptance of appointment is substantially
contemporaneous with the appointment, then the notice called for by the
preceding sentence may be combined with the notice called for by Section
6.10.  If the Company fails to give such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be given at the expense of the Company.

     

    Section
6.12. 
Merger, Conversion,
Consolidation or Succession to Business

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee (including the trust created by this Indenture) shall be the successor
of the Trustee hereunder, provided that such
corporation shall be eligible under Trust Indenture Act Section 310(a) and this
Article Six and
shall have a combined capital and surplus of at least $50,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 6.09, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

     

    In case at
the time such successor to the Trustee shall succeed to the trusts created by
this Indenture any of the Securities 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 Securities so
authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificate shall have the full
force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided that the
right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or
consolidation.

     

    
      
        
        

      

      
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    Section
6.13. 
Preferential Collection of
Claims Against Company

     

    If and
when the Trustee shall be or become a creditor of the Company (or other obligor
under the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).  A Trustee who has resigned or been removed
shall be subject to Trust Indenture Act Section 311(a) to the extent indicated
therein.

     

    ARTICLE
SEVEN

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

     

    Section
7.01. 
Company to Furnish Trustee
Names and Addresses of Holders

     

    The
Company will furnish or cause to be furnished to the Trustee

     

    (a)  semiannually,
not more than 10 days after each Regular Record Date, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders as
of such Regular Record Date; and

     

    (b)  at such
other times as the Trustee may reasonably request in writing, within 30 days
after receipt by the Company of any such request, a list of similar form and
content to that in subsection (a) hereof as of a date not more than 15 days
prior to the time such list is furnished;

     

    provided, however, that if and
so long as the Trustee shall be the Security Registrar, no such list need be
furnished.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with Trust Indenture Act
Section 312(a).

     

    Section
7.02. 
Disclosure of Names and
Addresses of Holders

     

    Holders
may communicate pursuant to Trust Indenture Act Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities, and
the Trustee shall comply with Trust Indenture Act Section 312(b).  The
Company, the Trustee, the Security Registrar and any other Person shall have the
protection of Trust Indenture Act Section 312(c).  Further, every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that none of the Company nor the Trustee or any agent of either
of them shall be held accountable by reason of the disclosure of any information
as to the names and addresses of the Holders in accordance with Trust Indenture
Act Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Trust Indenture Act Section
312.

     

    
      
        
        

      

      
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    Section
7.03. 
Reports by
Trustee

     

    (a)  Within 60
days after May 15 of each year commencing with the first May 15 after the
issuance of Securities, the Trustee, if so required under the Trust Indenture
Act, shall transmit by mail to all Holders, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
May 15 in accordance with and with respect to the matters required by Trust
Indenture Act Section 313(a).  The Trustee shall also transmit by mail
to all Holders, in the manner and to the extent provided in Trust Indenture Act
Section 313(c), a brief report in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(b)(2).

     

    (b)  A copy of
each report transmitted to Holders pursuant to this Section 7.03 shall,
at the time of such transmission, be mailed to the Company and filed with each
stock exchange, if any, upon which the Securities are listed and also with the
Commission.  The Company will notify the Trustee promptly if the
Securities are listed on any stock exchange.

     

    Section
7.04. 
Reports by Company and
Guarantors

     

    The
Company and each Guarantor, if any, as the case may be, shall:

     

    (a)  file with
the Trustee, within 15 days after the Company or any Guarantor, as the case may
be, is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company or any Guarantor may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company or any Guarantor, as the case may be, is
not required to file information, documents or reports pursuant to either of
said Sections, then it shall (i) deliver to the Trustee annual audited financial
statements of the Company and its Subsidiaries, prepared on a Consolidated basis
in conformity with GAAP, within 120 days after the end of each fiscal year of
the Company, and (ii) file with the Trustee and, to the extent permitted by law,
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

     

    (b)  file with
the Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company or any
Guarantor, as the case may be, with the conditions and covenants of this
Indenture as are required from time to time by such rules and regulations
(including such information, documents and reports referred to in Trust
Indenture Act Section 314(a)); and

     

    
      
        
        

      

      
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    (c)  within 15
days after the filing thereof with the Trustee, transmit by mail to all Holders
in the manner and to the extent provided in Trust Indenture Act Section 313(c),
such summaries of any information, documents and reports required to be filed by
the Company or any Guarantor, as the case may be, pursuant to Section 10.18
hereunder and subsections (a) and (b) of this Section 7.04 as are
required by rules and regulations prescribed from time to time by the
Commission.

     

    Delivery
of any such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively on an Officers’ Certificate).  The
Trustee is under no duty to examine such reports, information or documents to
ensure compliance with the provisions of this Indenture or to ascertain the
correctness of the information or statements contained therein.  The
Trustee is entitled to assume such compliance and correctness unless a
Responsible Officer of the Trustee is informed otherwise.

     

    ARTICLE
EIGHT

     

    CONSOLIDATION,
MERGER, SALE OF ASSETS

     

    Section
8.01. 
Company and Guarantors, if
Any, May Consolidate, etc., Only on Certain Terms

     

    (a)  The
Company will not, in a single transaction or through a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any Person or group of Persons, or permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions, if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis to any other Person or group of
Persons, unless at the time and after giving effect thereto:

     

    (1)  either (a)
the Company will be the continuing corporation or (b) the Person (if other than
the Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, assignment, conveyance, transfer, lease or
disposition all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”)
will be a corporation duly organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and such
Person expressly assumes, by a supplemental indenture, in a form reasonably
satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture and the Registration Rights Agreement, as the case
may be, and the Securities and this Indenture and the Registration Rights
Agreement will remain in full force and effect as so supplemented (and any
Guarantees will be confirmed as applying to such Surviving Entity’s
obligations);

     

    
      
        
        

      

      
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    (2)  immediately
before and immediately after giving effect to such transaction on a pro forma
basis (and treating any Indebtedness not previously an obligation of the Company
or any of its Restricted Subsidiaries which becomes the obligation of the
Company or any of its Restricted Subsidiaries as a result of such transaction as
having been incurred at the time of such transaction), no Default or Event of
Default will have occurred and be continuing;

     

    (3)  immediately
after giving effect to such transaction on a pro forma basis (on the assumption
that the transaction occurred on the first day of the four-quarter period for
which financial statements are available ending immediately prior to the
consummation of such transaction with the appropriate adjustments with respect
to the transaction being included in such pro forma calculation), the Company
(or the Surviving Entity if the Company is not the continuing obligor hereunder)
could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
under Section
10.08 herein;

     

    (4)  at the
time of the transaction, each Guarantor, if any, unless it is the other party to
the transactions described above, will have by supplemental indenture confirmed
that its Guarantee shall apply to such Person’s obligations under this Indenture
and the Securities; and

     

    (5)  at the
time of the transaction, the Company or the Surviving Entity will have
delivered, or caused to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion
of Counsel, each to the effect that such consolidation, merger, transfer, sale,
assignment, conveyance, transfer, lease or other transaction and the
supplemental indenture in respect thereof comply with this Indenture and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

     

    (b)  Each
Guarantor, if any, will not, and the Company will not permit any Guarantor to,
in a single transaction or through a series of related transactions, consolidate
with or merge with or into any other Person (other than the Company or any
Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all
or substantially all of its properties and assets to any Person or group of
Persons (other than the Company or any Guarantor) or permit any of its
Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the properties and assets of the Guarantor and
its Restricted Subsidiaries on a Consolidated basis to any other Person or group
of Persons (other than the Company or any Guarantor), unless at the time and
after giving effect thereto:

     

    (1)  either (a)
the Guarantor will be the continuing entity in the case of a consolidation or
merger involving the Guarantor or (b) the Person (if other than the Guarantor)
formed by such consolidation or into which such Guarantor is merged or the
Person which acquires by sale, assignment, conveyance, transfer, lease or
disposition all or substantially all of the properties and assets of the
Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor
Entity”) will be duly organized and validly existing under the laws of
the United States of America, any state thereof or the District of Columbia and
such Person expressly assumes, by a supplemental indenture, in a form reasonably
satisfactory to the Trustee, all the obligations of such Guarantor under its
Guarantee of the Securities and this Indenture and the Registration Rights
Agreement and such Guarantee, Indenture and Registration Rights Agreement will
remain in full force and effect;

     

    
      
        
        

      

      
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    (2)  immediately
before and immediately after giving effect to such transaction on a pro forma
basis, no Default or Event of Default will have occurred and be continuing;
and

     

    (3)  at the
time of the transaction, such Guarantor or the Surviving Guarantor Entity will
have delivered, or caused to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion
of Counsel, each to the effect that such consolidation, merger, transfer, sale,
assignment, conveyance, lease or other transaction and the supplemental
indenture in respect thereof comply with this Indenture and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

     

    (c)  Notwithstanding
the foregoing, the provisions of Section 8.01(b) shall
not apply to any Guarantor whose Guarantee of the Securities is unconditionally
released and discharged in accordance with paragraph (c) of Section
10.13.

     

    (d)  Notwithstanding
the foregoing, (i) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or another
Restricted Subsidiary and (ii) the Company may merge with an Affiliate that has
no significant assets or liabilities and was formed solely for the purpose of
changing the jurisdiction of organization of the Company in another state of the
United States, provided that, in the
case of clauses (i) and (ii), (a) so long as the amount of Indebtedness of the
Company and its Restricted Subsidiaries is not increased thereby and (b) the
successor Person (in the case of a consolidation, merger or transfer involving
the Company or a Guarantor) assumes all the obligations of the Company or
Guarantor, as applicable, under the Registration Rights Agreement, this
Indenture and the Securities or its Guarantee, as the case may be, pursuant to a
supplemental indenture in a form reasonably satisfactory to the
Trustee.

     

    In the
event of any transaction (other than a lease) described in and complying with
the conditions listed in Sections 8.01(a) and
8.01(b) in which the Company or any Guarantor, as the case may be, is not
the continuing corporation, the successor Person formed or remaining or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be, and
the Company or any Guarantor, as the case may be, would be discharged (other
than in a transaction that results in the transfer of assets constituting or
accounting for less than 95% of the Consolidated assets (as of the last balance
sheet date available to the Company) of the Company or the Consolidated revenue
of the Company (as of the last 12-month period for which financial statements
are available)) from all obligations and covenants under this Indenture and the
Securities or its Guarantee, as the case may be, and the Registration Rights
Agreement.

     

    
      
        
        

      

      
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    Section
8.02. 
Successor
Substituted

     

    Upon any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company or any Guarantor, if any, in accordance with Section 8.01, the
successor Person formed by such consolidation or into which the Company or such
Guarantor, as the case may be, is merged, or the successor Person to which such
sale, assignment, conveyance, transfer, lease or disposition is made, shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, under this Indenture, the
Securities and/or the related Guarantee, as the case may be, and the
Registration Rights Agreement, with the same effect as if such successor had
been named as the Company or such Guarantor, as the case may be, herein, in the
Securities and/or in the Guarantee, as the case may be, and the Registration
Rights Agreement, and the Company or such Guarantor, as the case may be, would
be discharged (other than in a transaction that results in the transfer of
assets constituting or accounting for less than 95% of the Consolidated assets
(as of the last balance sheet date available to the Company) of the Company or
the Consolidated revenue of the Company (as of the last 12-month period for
which financial statements are available)) from all obligations and covenants
under this Indenture and the Securities or its Guarantee, as the case may be,
and the Registration Rights Agreement; provided that in the
case of a transfer by lease, the predecessor shall not be released from the
payment of principal and interest on the Securities or its Guarantee, if any, as
the case may be.

     

    ARTICLE
NINE

     

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01. 
Supplemental Indentures and
Agreements Without Consent of Holders

     

    Without
the consent of any Holders, the Company, the Guarantors, if any, and any other
obligor under the Securities when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or agreements or other instruments with respect
to this Indenture, the Securities or any Guarantee, in form and substance
satisfactory to the Trustee, for any of the following purposes:

     

    (a)  to
evidence the succession of another Person to the Company, any Guarantor or any
other obligor upon the Securities, and the assumption by any such successor of
the covenants of the Company or such Guarantor or obligor herein and in the
Securities and in any Guarantee in accordance with Article
Eight;

     

    (b)  to add to
the covenants of the Company, any Guarantor or any other obligor upon the
Securities for the benefit of the Holders or to surrender any right or power
conferred upon the Company or any Guarantor or any other obligor upon the
Securities, as applicable, herein, in the Securities or in any
Guarantee;

     

    (c)  to cure
any ambiguity, or to correct or supplement any provision herein or in any
supplemental indenture, in the Securities or in any Guarantee which may be
defective or inconsistent with any other provision herein, in the Securities or
in any Guarantee or make any other provisions with respect to matters or
questions arising under this Indenture, the Securities or any Guarantee; provided that, in
each case, such provisions shall not adversely affect the interest of the
Holders;

     

    
      
        
        

      

      
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    (d)  to comply
with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act, as contemplated
by Section 9.05
or otherwise;

     

    (e)  to add a
Guarantor or co-obligor pursuant to the requirements of Section 10.13 hereof
or otherwise;

     

    (f)  to
evidence and provide the acceptance of the appointment of a successor Trustee
hereunder;

     

    (g)  to make
any change that would provide any additional rights or benefits to the Holders
and that does not adversely affect the legal rights under this Indenture of any
such Holder;

     

    (h)  to conform
the text of this Indenture or the Securities to any provision of the
“Description of Notes” in the Offering Memorandum to the extent that such
provision in the “Description of Notes” was intended to be a verbatim recitation
of a provision of this Indenture or the Securities;

     

    (i)  to make
any amendment to the provisions of this Indenture relating to the transfer and
legending of Securities as permitted by this Indenture, including to facilitate
the issuance and administration of the Securities; provided, however, that
(i) compliance with this Indenture as so amended would not result in
Securities being transferred in violation of the Securities Act or any
applicable securities law and (ii) such amendment does not adversely affect
the rights of Holders to transfer Securities; or

     

    (j)  to
mortgage, pledge, hypothecate or grant a security interest in favor of the
Trustee for the benefit of the Holders as additional security for the payment
and performance of the Company’s and any Guarantor’s Indenture Obligations, in
any property, or assets, including any of which are required to be mortgaged,
pledged or hypothecated, or in which a security interest is required to be
granted to the Trustee pursuant to this Indenture or otherwise.

     

    Section
9.02. 
Supplemental Indentures and
Agreements with Consent of Holders

     

    Except as
permitted by Section
9.01, with the consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities (including consents obtained in
connection with a tender offer or exchange offer for Securities), by Act of said
Holders delivered to the Company, each Guarantor, if any, and the Trustee, the
Company and each Guarantor (if a party thereto) when authorized by Board
Resolutions, and the Trustee may (i) enter into an indenture or indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee in form and substance satisfactory to the Trustee, for the purpose of
adding any provisions to or amending, modifying or changing in any manner or
eliminating any of the provisions of this Indenture, the Securities or any
Guarantee (including but not limited to, for the purpose of modifying in any
manner the rights of the Holders under this Indenture, the Securities or any
Guarantee) or (ii) waive compliance with any provision in this Indenture, the
Securities or any Guarantee (other than waivers of past Defaults covered by
Section 5.13
and waivers of covenants which are covered by Section 10.20); provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

     

    
      
        
        

      

      
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    (a)  change the
Stated Maturity of the principal of, or any installment of interest on, or
change to an earlier date any Redemption Date of, or waive a default in the
payment of the principal of, premium, if any, or interest on, any such Security
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or change the coin or currency in
which the principal of any such Security or any premium or the interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date);

     

    (b)  after the
obligation to purchase Securities arises thereunder, amend, change or modify in
any material respect the obligation of the Company to make and consummate a
Change of Control Offer in the event of a Change of Control or make and
consummate an Offer with respect to any Asset Sale that has been consummated or,
after such Change of Control has occurred or such Asset Sale has been
consummated, modify any of the provisions or definitions with respect
thereto;

     

    (c)  reduce the
percentage in principal amount of such Outstanding Securities, the consent of
whose holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver or compliance with certain provisions
of this Indenture;

     

    (d)  modify any
of the provisions of this Section 9.02 or Section 5.13 or Section 10.20, except
to increase the percentage of such Outstanding Securities required for such
actions or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each such Security
affected thereby;

     

    (e)  except as
otherwise permitted under Article Eight,
consent to the assignment or transfer by the Company or any Guarantor of any of
its rights and obligations hereunder; or

     

    (f)  amend or
modify any of the provisions of this Indenture relating to the ranking of the
Securities or any Guarantee in any manner adverse to the Holders of the
Securities or any Guarantee.

     

    Upon the
written request of the Company and each Guarantor, if any, accompanied by a copy
of Board Resolutions authorizing the execution of any such supplemental
indenture or Guarantee, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company and
each Guarantor in the execution of such supplemental indenture or
Guarantee.

     

    
      
        
        

      

      
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    It shall
not be necessary for any Act of Holders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture or Guarantee
or agreement or instrument relating to any Guarantee, but it shall be sufficient
if such Act shall approve the substance thereof.

     

    Section
9.03. 
Execution of Supplemental
Indentures and Agreements

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture, agreement, instrument or waiver permitted by this Article Nine or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Trust Indenture Act Sections 315(a)
through 315(d) and Section 6.02 hereof)
shall be fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted
Subsidiary.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture, agreement or instrument which affects the
Trustee’s own rights, duties or immunities under this Indenture, any Guarantee
or otherwise.

     

    Section
9.04. 
Effect of Supplemental
Indentures

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    Section
9.05. 
Conformity with Trust
Indenture Act

     

    Every
supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in
effect.

     

    Section
9.06. 
Reference in Securities to
Supplemental Indentures

     

    Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental
indenture.  If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and each Guarantor and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

     

    
      
        
        

      

      
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    Section
9.07. 
Notice of Supplemental
Indentures

     

    Promptly
after the execution by the Company, any Guarantor and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.02, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 1.06, setting
forth in general terms the substance of such supplemental
indenture.  Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     

    Section
9.08. 
Revocation and Effects of
Consents

     

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

     

    ARTICLE
TEN

     

    COVENANTS

     

    Section
10.01. 
Payment of Principal,
Premium and Interest

     

    The
Company shall duly and punctually pay the principal of, premium, if any, and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

     

    Section
10.02. 
Maintenance of Office or
Agency

     

    The
Company shall maintain an office or agency where Securities may be presented or
surrendered for payment.  The Company also will maintain an office or
agency where Securities may be surrendered for registration of transfer,
redemption or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The
office of the Trustee, at its Corporate Trust Office initially located at 60
Livingston Avenue, St. Paul, Minnesota 55107, will be such office or agency of
the Company, unless the Company shall designate and maintain some other office
or agency for one or more of such purposes.  The Company will give
prompt written notice to the Trustee of the location and any change in the
location of any such offices or agencies.  If at any time the Company
shall fail to maintain any such required offices or agencies or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the office of the agent of the
Trustee and the Company hereby appoints the Trustee such agent as its agent to
receive all such presentations, surrenders, notices and demands.

     

    The
Company may from time to time designate one or more other offices or agencies
where the Securities may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designation.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such office or
agency.

     

    
      
        
        

      

      
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    The
Trustee shall initially act as Paying Agent for the Securities.

     

    Section
10.03. 
Money for Security Payments
to Be Held in Trust

     

    If the
Company or any of its Affiliates shall at any time act as Paying Agent, it will,
on or before each due date of the principal of, premium, if any, or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Holders entitled thereto a sum sufficient to pay the principal, premium, if any,
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

     

    If the
Company or any of its Affiliates is not acting as Paying Agent, the Company
will, on or before each due date of the principal of, premium, if any, or
interest on any of the Securities, deposit with a Paying Agent a sum in same day
funds sufficient to pay the principal, premium, if any, or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.

     

    If the
Company is not acting as Paying Agent, the Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section
10.03, that such Paying Agent will:

     

    (a)  hold all
sums held by it for the payment of the principal of, premium, if any, or
interest on the Securities in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;

     

    (b)  give the
Trustee notice of any Default by the Company or any Guarantor (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or interest on the Securities;

     

    (c)  at any
time during the continuance of any such Default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent; and

     

    (d)  acknowledge,
accept and agree to comply in all aspects with the provisions of this Indenture
relating to the duties, rights and liabilities of such Paying
Agent.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

     

    
      
        
        

      

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

     

    Section
10.04. 
Corporate
Existence

     

    Subject to
Article Eight,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence and related rights and
franchises (charter and statutory) of the Company and each Restricted
Subsidiary; provided, however, that the
Company shall not be required to preserve any such right or franchise or the
corporate existence of any such Restricted Subsidiary if the Board of Directors
of the Company shall determine that the preservation thereof is no longer
necessary or desirable in the conduct of the business of the Company and its
Restricted Subsidiaries as a whole and that the loss thereof would not
reasonably be expected to have a material adverse effect on the ability of the
Company to perform its obligations hereunder; and provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this
Indenture.

     

    Section
10.05. 
Payment of Taxes and Other
Claims

     

    The
Company shall pay or discharge or cause to be paid or discharged, on or before
the date the same shall become due and payable, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its Restricted
Subsidiaries shown to be due on any return of the Company or any of its
Restricted Subsidiaries or otherwise assessed or upon the income, profits or
property of the Company or any its Restricted Subsidiaries if failure to pay or
discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company or any Guarantor to perform its obligations
hereunder and (b) all lawful claims for labor, materials and supplies, which, if
unpaid, would by law become a Lien upon the property of the Company or any of
its Restricted Subsidiaries, except for any Lien permitted to be incurred under
Section 10.11,
if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted and in respect of which appropriate reserves
(in the good faith judgment of management of the Company) are being maintained
in accordance with GAAP.

     

    
      
        
        

      

      
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    Section
10.06. 
Maintenance of
Properties

     

    The
Company shall cause all material properties owned by the Company and its
Restricted Subsidiaries or used or held for use in the conduct of its business
or the business of any of its Restricted Subsidiaries to be maintained and kept
in good condition, repair and working order (ordinary wear and tear excepted)
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the reasonable judgment of the Company may be consistent with sound
business practice and necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that nothing
in this Section shall prevent the Company from discontinuing the maintenance of
any of such properties if such discontinuance is, in the reasonable judgment of
the Company, desirable in the conduct of its business or the business of any of
the its Restricted Subsidiaries and not reasonably expected to have a material
adverse effect on the ability of the Company to perform its obligations
hereunder; provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its properties or assets in compliance with the terms of
this Indenture.

     

    Section
10.07. 
Maintenance of
Insurance

     

    The
Company shall at all times keep all of its and its Restricted Subsidiaries’
properties which are of an insurable nature insured with insurers, believed by
the Company in good faith to be financially sound and responsible, and/or by
prudent self-insurance, against loss or damage to the extent that property of
similar character is usually so insured by corporations similarly situated and
owning like properties in the same general geographic areas in which the Company
and its Restricted Subsidiaries operate, except where the failure to do so could
not reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or prospects of the Company
and its Restricted Subsidiaries, taken as a whole.

     

    Section
10.08. 
Limitation on
Indebtedness

     

    (a)  The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any
manner become directly or indirectly liable for the payment of or otherwise
incur, contingently or otherwise (collectively, “incur”), any
Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is
incurred by the Company or any Guarantor or constitutes Acquired Indebtedness of
a Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed
Charge Coverage Ratio for the most recent four full fiscal quarters for which
financial statements are available immediately preceding the incurrence of such
Indebtedness taken as one period is at least equal to or greater than
2:1.

     

    
      
        
        

      

      
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    (b)  Notwithstanding
the foregoing, the Company and, to the extent specifically set forth below, the
Restricted Subsidiaries may incur each and all of the following (collectively,
the “Permitted
Indebtedness”):

     

    (i)  Indebtedness
of the Company or any Guarantor (and Guarantees of such Indebtedness by any
Subsidiaries that have become Guarantors) in an aggregate principal amount
outstanding at any time not to exceed $220.0 million under (i) one or more
revolving credit facilities, lines of credit, letters of credit or term loans or
(ii) any renewal, extension, substitution, refunding, refinancing or
replacement (a “refinancing”) of any Indebtedness described under clause
(i);

     

    (ii)  [Reserved];

     

    (iii)  Indebtedness
of the Company pursuant to the Securities in an aggregate principal amount not
to exceed $575.0 million and Indebtedness of any Guarantor pursuant to a
Guarantee of the Securities;

     

    (iv)  Indebtedness
of the Company or any Guarantor represented by Capital Lease Obligations and
Purchase Money Obligations for the purpose of financing the purchase, lease or
improvement of property (real or personal) or equipment of the Company and its
Restricted Subsidiaries incurred in the ordinary course of business not to
exceed $75.0 million at any one time outstanding;

     

    (v)  Indebtedness
of the Company and the Restricted Subsidiaries outstanding at the Issue
Date;

     

    (vi)  Indebtedness
of the Company owing to a Restricted Subsidiary; provided that any
Indebtedness of the Company owing to a Restricted Subsidiary that is not a
Guarantor is made pursuant to an intercompany note in the form attached to this
Indenture and is unsecured and is subordinated in right of payment from and
after such time as the Securities shall become due and payable (whether at
Stated Maturity, acceleration or otherwise) to the payment and performance of
the Company’s obligations under the Securities; provided, further, that any
disposition, pledge or transfer of any such Indebtedness to a Person (other than
a disposition, pledge or transfer to a Restricted Subsidiary) shall be deemed to
be an incurrence of such Indebtedness by the Company or other obligor not
permitted by this clause (vi);

     

    (vii)  Indebtedness
of a Restricted Subsidiary owing to the Company or another Restricted
Subsidiary; provided that any
such Indebtedness is made pursuant to an intercompany note in the form attached
to this Indenture; provided, further, that
(a) any disposition, pledge or transfer of any such Indebtedness to a
Person (other than a disposition, pledge or transfer to the Company or a
Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness
by the obligor not permitted by this clause (vii), and (b) any transaction
pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the
Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary
shall be deemed to be the incurrence of Indebtedness by such Restricted
Subsidiary that is not permitted by this clause (vii);

     

    
      
        
        

      

      
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    (viii)  Guarantees
of any Restricted Subsidiary made in accordance with the provisions of Section
10.13;

     

    (ix)  obligations
of the Company or any Restricted Subsidiary entered into in the ordinary course
of business (a) pursuant to Interest Rate Agreements designed to protect
the Company or any Restricted Subsidiary against fluctuations in interest rates
in respect of Indebtedness of the Company or any Restricted Subsidiary as long
as such obligations do not exceed the aggregate principal amount of such
Indebtedness then outstanding, (b) under any Currency Hedging Agreements,
relating to (1) Indebtedness of the Company or any Restricted Subsidiary
and/or (2) obligations to purchase or sell assets or properties, in each
case, incurred in the ordinary course of business of the Company or any
Restricted Subsidiary; provided, however, that such
Currency Hedging Agreements do not increase the Indebtedness or other
obligations of the Company or any Restricted Subsidiary outstanding other than
as a result of fluctuations in foreign currency exchange rates or by reason of
fees, indemnities and compensation payable thereunder or (c) under any
Commodity Price Protection Agreements which do not increase the amount of
Indebtedness or other obligations of the Company or any Restricted Subsidiary
outstanding other than as a result of fluctuations in commodity prices or by
reason of fees, indemnities and compensation payable thereunder;

     

    (x)  Indebtedness
of the Company or any of its Restricted Subsidiaries constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of
business, including, without limitation, letters of credit in respect of
workers’ compensation claims or self-insurance, or other Indebtedness with
respect to reimbursement type obligations regarding workers’ compensation
claims;

     

    (xi)  Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, earn outs, adjustments of purchase price or similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Restricted Subsidiary; provided, however, that such
Indebtedness is not reflected on the balance sheet of the Company or any
Restricted Subsidiary (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet will not
be deemed to be reflected on such balance sheet for purposes of this clause
(xi));

     

    (xii)  Indebtedness
solely in respect of surety, performance or appeal bonds, to the extent that
such incurrence does not result in the incurrence of any obligation for the
payment of borrowed money to others;

     

    (xiii)  any
renewals, extensions, substitutions, refundings, refinancings or replacements (a
“refinancing”)
of any Indebtedness described in paragraph (a) of this Section and clauses
(iii) and (v) (other than any Existing Notes outstanding on the Issue
Date) of this paragraph (b) of this definition of “Permitted Indebtedness,”
including any successive refinancings so long as the borrower under such
refinancing is the Company or, if not the Company, the same as the borrower of
the Indebtedness being refinanced and the aggregate principal amount of
Indebtedness represented thereby (or if such Indebtedness provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof, the original issue price of such
Indebtedness plus any accreted value attributable thereto since the original
issuance of such Indebtedness) is not increased to a principal amount in excess
of the principal amount on the Issue Date, plus the amount of premium or other
payment actually paid at such time to refinance the Indebtedness, plus the
amount of expenses of the Company incurred in connection with such refinancing
and (1) in the case of any refinancing of Indebtedness that is Subordinated
Indebtedness, such new Indebtedness is made subordinated to the Securities at
least to the same extent as the Indebtedness being refinanced and (2) in
the case of Senior Indebtedness or Subordinated Indebtedness, as the case may
be, such refinancing does not reduce the Average Life to Stated Maturity or the
Stated Maturity of such Indebtedness; and

     

    
      
        
        

      

      
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    (xiv)  Indebtedness
of the Company or any Restricted Subsidiaries in addition to that described in
clauses (i) through (xiii) above, and any renewals, extensions,
substitutions, refinancings or replacements of such Indebtedness, so long as the
aggregate principal amount of all such Indebtedness shall not exceed $50.0
million outstanding at any one time in the aggregate.

     

    (c)  For
purposes of determining compliance with this Section 10.08, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness permitted by this Section 10.08, the
Company in its sole discretion shall classify or reclassify such item of
Indebtedness and only be required to include the amount of such Indebtedness as
one of such types.  Accrual of interest, accretion or amortization of
original issue discount and the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms, will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant; provided, in each
such case, that the amount thereof is included in Consolidated Interest Expense
of the Company as accrued.

     

    Section
10.09. 
Limitation on Restricted
Payments

     

    (a)  The
Company will not, and will not cause or permit any Restricted Subsidiary to,
directly or indirectly:

     

    (i)  declare or
pay any dividend on, or make any distribution to holders of, any shares of the
Company’s Capital Stock (other than dividends or distributions payable solely in
shares of its Qualified Capital Stock or in options, warrants or other rights to
acquire shares of such Qualified Capital Stock);

     

    (ii)  purchase,
redeem, defease or otherwise acquire or retire for value, directly or
indirectly, the Company’s Capital Stock or any Capital Stock of any Affiliate of
the Company (other than Capital Stock of any Wholly Owned Restricted Subsidiary
of the Company) or options, warrants or other rights to acquire such Capital
Stock;

     

    (iii)  make any
principal payment on, or repurchase, redeem, defease, retire or otherwise
acquire for value, prior to any scheduled principal payment, sinking fund
payment or maturity, any Subordinated Indebtedness, excluding any Existing
Notes;

     

    
      
        
        

      

      
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    (iv)  declare or
pay any dividend or distribution on any Capital Stock of any Restricted
Subsidiary to any Person (other than (a) to the Company or any of its Wholly
Owned Restricted Subsidiaries or (b) dividends or distributions made by a
Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted
Subsidiary); or

     

    (v)  make any
Investment in any Person (other than any Permitted Investments)

     

    (any of
the foregoing actions described in clauses (i) through (v) above, other than any
such action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”)
(the amount of any such Restricted Payment, if other than cash, shall be the
Fair Market Value of the assets proposed to be transferred, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), unless:

     

    (1)  immediately
before and immediately after giving effect to such proposed Restricted Payment
on a pro forma basis, no
Default or Event of Default shall have occurred and be continuing and such
Restricted Payment shall not be an event which is, or after notice or lapse of
time or both, would be, an “event of default” under the terms of any
Indebtedness of the Company or its Restricted Subsidiaries;

     

    (2)  immediately
before and immediately after giving effect to such Restricted Payment on a pro forma basis, the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the provisions of Section 10.08 herein;
and

     

    (3)  after
giving effect to the proposed Restricted Payment, the aggregate amount of all
such Restricted Payments declared or made after the Issue Date and all
Designation Amounts does not exceed the sum (the “Restricted Payment
Basket”) of:

     

    (A)  50% of the
aggregate Consolidated Net Income of the Company accrued on a cumulative basis
during the period beginning on the first day of the Company’s fiscal quarter
beginning after the Issue Date and ending on the last day of the Company’s last
fiscal quarter ending prior to the date of the Restricted Payment (or, if such
aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such
loss);

     

    (B)  the
aggregate Net Cash Proceeds received after the Issue Date by the Company either
(I) as capital contributions in the form of common equity to the Company or (II)
from the issuance or sale (other than to any of its Subsidiaries) of Qualified
Capital Stock of the Company or any options, warrants or rights to purchase such
Qualified Capital Stock of the Company (except, in each case, to the extent such
proceeds are used to purchase, redeem or otherwise retire Capital Stock or
Subordinated Indebtedness as set forth below in clause (ii) or (iii) of
paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of
Qualified Capital Stock financed, directly or indirectly, using funds borrowed
from the Company or any Subsidiary until and to the extent such borrowing is
repaid);

     

    
      
        
        

      

      
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    (C)  the
aggregate Net Cash Proceeds received after the Issue Date by the Company (other
than from any of its Subsidiaries) upon the exercise of any options, warrants or
rights to purchase Qualified Capital Stock of the Company (and excluding the Net
Cash Proceeds from the exercise of any options, warrants or rights to purchase
Qualified Capital Stock financed, directly or indirectly, using funds borrowed
from the Company or any Subsidiary until and to the extent such borrowing is
repaid);

     

    (D)  the
aggregate Net Cash Proceeds received after the Issue Date by the Company from
the conversion or exchange, if any, of debt securities or Redeemable Capital
Stock of the Company or its Restricted Subsidiaries into or for Qualified
Capital Stock of the Company plus, to the extent such debt securities or
Redeemable Capital Stock were issued after the Issue Date, the aggregate of Net
Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds
from the conversion or exchange of debt securities or Redeemable Capital Stock
financed, directly or indirectly, using funds borrowed from the Company or any
Subsidiary until and to the extent such borrowing is repaid);

     

    (E)  in the
case of the disposition or repayment of any Investment constituting a Restricted
Payment made after the Issue Date, an amount (to the extent not included in
Consolidated Net Income) equal to (x) the cash return of capital with respect to
such Investment, plus (y) 50% of any amounts received in cash in excess of the
return of capital to the extent such amount is not otherwise included in
Consolidated Net Income of the Company or its Restricted Subsidiaries, in any
case, less the cost of the disposition of such Investment and net of taxes;
and

     

    (F)  in the
case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary
(as long as the designation of such Subsidiary as an Unrestricted Subsidiary was
deemed a Restricted Payment), the Fair Market Value of the Company’s interest in
such Subsidiary provided that such amount shall not in any case exceed (x) the
amount of the Restricted Payment deemed made at the time the Subsidiary was
designated as an Unrestricted Subsidiary, plus (y) 50% of any increase in the
Fair Market Value of such Company’s interest in such Subsidiary over such
Subsidiary’s value on the date such Subsidiary was designated an Unrestricted
Subsidiary to the extent such amount is not otherwise included in Consolidated
Net Income of the Company or its Restricted Subsidiaries.

     

    (b)  Notwithstanding
the foregoing, and in the case of clauses (ii) through (v) and (vii) below, so
long as no Default or Event of Default is continuing or would arise therefrom,
the foregoing provisions shall not prohibit the following actions (each of
clauses (i) through (iv) and (vi) through (ix) being referred to as a “Permitted
Payment”):

     

    (i)  the
payment of any dividend within 60 days after the date of declaration thereof, if
at such date of declaration such payment was permitted by the provisions of
paragraph (a) of this Section and such payment shall have been deemed to have
been paid on such date of declaration and shall not have been deemed a
“Permitted Payment” for purposes of the calculation required by paragraph (a) of
this Section
10.09;

     

    
      
        
        

      

      
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    (ii)  the
repurchase, redemption, or other acquisition or retirement for value of any
shares of any class of Capital Stock of the Company in exchange for (including
any such exchange pursuant to the exercise of a conversion right or privilege in
connection with which cash is paid in lieu of the issuance of fractional shares
or scrip), or out of the Net Cash Proceeds of a substantially concurrent
issuance and sale for cash (other than to a Subsidiary) of, other shares of
Qualified Capital Stock of the Company; provided that the Net
Cash Proceeds from the issuance of such shares of Qualified Capital Stock are
excluded from clause (3)(B) of paragraph (a) of this Section
10.09;

     

    (iii)  the
repurchase, redemption, defeasance, retirement or acquisition for value or
payment of principal of any Subordinated Indebtedness in exchange for, or in an
amount not in excess of the Net Cash Proceeds of, a substantially concurrent
issuance and sale for cash (other than to any Subsidiary of the Company) of any
Qualified Capital Stock of the Company, provided that the Net
Cash Proceeds from the issuance of such shares of Qualified Capital Stock are
excluded from clause (3)(B) of paragraph (a) of this Section
10.09;

     

    (iv)  the
repurchase, redemption, defeasance, retirement, refinancing, acquisition for
value or payment of principal of any Subordinated Indebtedness (other than
Redeemable Capital Stock) (a “refinancing”) through
the substantially concurrent issuance of new Subordinated Indebtedness of the
Company, provided that any
such new Subordinated Indebtedness (A) shall be in a principal amount that does
not exceed the principal amount so refinanced (or, if such Subordinated
Indebtedness provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration thereof, then such lesser
amount as of the date of determination), plus the lesser of (1) the stated
amount of any premium or other payment required to be paid in connection with
such a refinancing pursuant to the terms of the Indebtedness being refinanced or
(2) the amount of premium or other payment actually paid at such time to
refinance the Indebtedness, plus, in either case, the amount of expenses of the
Company incurred in connection with such refinancing; (B) has an Average Life to
Stated Maturity greater than the remaining Average Life to Stated Maturity of
the Securities; (C) has a Stated Maturity for its final scheduled principal
payment later than the Stated Maturity for the final scheduled principal payment
of the Securities; and (D) is expressly subordinated in right of payment to the
Securities at least to the same extent as the Subordinated Indebtedness to be
refinanced;

     

    (v)  the
payment of cash dividends on the Company’s shares of Common Stock in the
aggregate amount per fiscal quarter equal to $0.165 per share for each share of
Class A Common Stock of the Company outstanding as of the one record date for
dividends payable in respect of such fiscal quarter and $0.15 per share for each
share of Class B Common Stock of the Company outstanding as of the one record
date for dividends payable in respect of such fiscal quarter (as such $0.165 and
$0.15 shall be adjusted for specified changes in the capitalization of the
Company upon recapitalizations, reclassifications, stock splits, stock
dividends, reverse stock splits, stock consolidations and similar transactions),
provided, however, in the event
a Change of Control occurs, the aggregate amounts permitted to be paid in cash
dividends per fiscal quarter shall not exceed the aggregate amounts of cash
dividends paid in the same fiscal quarter most recently occurring prior to such
Change of Control, provided, further, that for
purposes of this exception, shares of Common Stock issued for less than Fair
Market Value (other than shares issued pursuant to options or otherwise in
accordance with the Company’s employee stock option, purchase or option plans)
shall not be deemed outstanding.  (For clarity purposes, dividends
paid pursuant to this exception will be included as Restricted Payments in
determining whether the Company has capacity to make additional Restricted
Payments);

     

    
      
        
        

      

      
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    (vi)  the
repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary of the Company held by
any present or former employee or director of the Company (or any of its
Restricted Subsidiaries) pursuant to any management equity subscription
agreement or stock option agreement or other management or employee benefit plan
or similar agreement; provided that (A) the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Capital Stock shall not exceed $1.0 million in any twelve-month period (with
unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum (without giving effect to the following proviso) of
$2.0 million in any calendar year); provided further that
such amount in any calendar year may be increased by an amount not to exceed (x)
the cash proceeds from the sale of Capital Stock of the Company or a Restricted
Subsidiary to members of management and directors of the Company and its
Subsidiaries that occurs after the Issue Date, less (y) (1) the amount of any
Restricted Payments previously made pursuant to clause (x) of this subparagraph
(vi) and (2) the aggregate net cash proceeds received by the Company since the
Issue Date upon the exercise of stock options; and provided further that
cancellation of Indebtedness owing to the Company from members of management of
the Company or any of its Restricted Subsidiaries in connection with a
repurchase of Capital Stock of the Company or a Restricted Subsidiary will not
be deemed to constitute a Restricted Payment for purposes of this covenant or
any other provision of this Indenture, and (B) no Default or Event of Default
shall have occurred and be continuing immediately before or after such
transaction;

     

    (vii)     repurchases
of Capital Stock and all warrants, options or other rights to acquire Capital
Stock, deemed to occur upon the exercise of any options, warrants or convertible
securities if the Capital Stock represents a portion of the exercise price of
such options, warrants or convertible securities and repurchases of Capital
Stock deemed to occur upon the withholding of a portion of the Capital Stock
granted or awarded to any employee to pay for taxes payable by such employee
upon such grant or award;

     

    (viii)     the
repurchase and retirement of Class B Common Stock held by the Company’s Profit
Sharing Plan, provided that the
aggregate price paid for all such repurchased and retired Class B Common Stock
does not exceed $2.0 million in any calendar year; and

     

    
      
        
        

      

      
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    (ix)       additional
Restricted Payments that, when taken with all other Restricted Payments made
pursuant to this clause (ix) since the Issue Date do not exceed $25.0
million.

     

    Section
10.10. 
Limitation on Transactions
with Affiliates

     

    The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series of
related transactions (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services) with or for the benefit of
any Affiliate of the Company (other than the Company or a Restricted Subsidiary)
unless such transaction or series of related transactions is entered into in
good faith and in writing and (1) such transaction or series of related
transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that would be available in
a comparable transaction in arm’s-length dealings with an unrelated third party,
(2) with respect to any transaction or series of related transactions involving
aggregate value in excess of $500,000, the Company delivers an Officers’
Certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (1) above, and (3) with respect to any
transaction or series of related transactions involving aggregate value in
excess of $1.0 million, either (a) such transaction or series of related
transactions has been approved by a majority of the Disinterested Directors of
the Board of Directors of the Company, or in the event there is only one
Disinterested Director, by such Disinterested Director, or (b) the Company
delivers to the Trustee a written opinion of an investment banking firm of
national standing or other recognized independent expert with experience
appraising the terms and conditions of the type of transaction or series of
related transactions for which an opinion is required stating that the
transaction or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view; provided, however, that this
provision shall not apply to:

     

    (i)  transactions
and agreements in existence on the Issue Date and any renewals, amendments,
modifications and changes to such agreements which are not adverse in any
material respect to the Company,

     

    (ii)  transactions
between or among the Company or any of the Restricted Subsidiaries;

     

    (iii)  Restricted
Payments permitted by this Indenture;

     

    (iv)  compensation
(including bonuses and equity compensation) paid to and other benefits
(including retirement, health and other benefit plans, profit sharing plans or
management equity subscription agreements) and indemnification arrangements
provided on behalf of officers, directors, managers, employees or consultants of
the Company or any Restricted Subsidiary, in each case in the ordinary course of
business;

     

    (v)  the
existence of, or the performance by the Company or any Restricted Subsidiary of
its obligations under the terms of, any stockholders’ agreement (including any
registration rights agreement or purchase agreement but excluding any management
agreement related thereto) to which it is a party as of the Issue Date and any
similar agreements which it may enter into thereafter;

     

    
      
        
        

      

      
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    (vi)  transactions
with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture
partners, lessors or lessees of property (real or personal) or purchasers or
sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture which are fair to
the Company and its Restricted Subsidiaries, on terms substantially similar to
those contained in similar contracts entered into by the Company or any
Restricted Subsidiary with unaffiliated third parties, or if neither the Company
nor any Restricted Subsidiary has entered into a similar contract with a third
party, on terms that are in the reasonable determination of the senior
management of the Company, at least as favorable as might reasonably have been
obtained at such time from an unaffiliated third party;

     

    (vii)  the
issuance of Qualified Capital Stock (including all warrants, options or other
rights to acquire Qualified Capital Stock) of the Company;

     

    (viii)  loans and
advances to officers, directors, managers and employees for business related
travel expenses, moving expenses and other similar expenses, in each case
incurred in the ordinary course of business or consistent with past practices
and in compliance with all applicable laws; and

     

    (ix)  loans to
the Company’s Profit Sharing Plan in aggregate amounts at any time outstanding
not to exceed $2.0 million to enable the Plan to provide benefits to eligible
employees during “black-out” periods.

     

    Section
10.11. 
Limitation on
Liens

     

    The
Company will not, and will not cause or permit any Restricted Subsidiary to,
directly or indirectly, create, incur or affirm any Lien (other than a Permitted
Lien) of any kind securing any Indebtedness (including any assumption, guarantee
or other liability with respect thereto by any Restricted Subsidiary) upon any
property or assets (including any intercompany notes) of the Company or any
Restricted Subsidiary owned on the date of this Indenture or acquired after the
date of this Indenture, or assign or convey any right to receive any income or
profits therefrom, unless the Securities (or a Guarantee in the case of Liens of
a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated
Indebtedness).

     

    Notwithstanding
the foregoing, any Lien securing the Securities granted pursuant to this
covenant shall be automatically and unconditionally released and discharged upon
the release by the holders of the Indebtedness described above of their Lien on
the property or assets of the Company or any Restricted Subsidiary (including
any deemed release upon payment in full of all obligations under such
Indebtedness), at such time as the holders of all such Indebtedness also release
their Lien on the property or assets of the Company or such Restricted
Subsidiary, or upon any sale, exchange or transfer to any Person not an
Affiliate of the Company of the property or assets secured by such Lien, or of
all of the Capital Stock held by the Company or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary creating such
Lien.

     

    
      
        
        

      

      
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    Section
10.12. 
Limitation on Sale of
Assets

     

    (a)  The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at
least 75% of the consideration from such Asset Sale other than Asset Swaps is
received in cash and (2) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the shares or assets subject to such Asset Sale (as determined by the
Board of Directors of the Company and evidenced in a Board Resolution); provided that the
amount of any Designated Non-cash Consideration received by the Company or any
of its Restricted Subsidiaries in the Asset Sale shall be deemed “cash” for
purposes of this provision.  With respect to an Asset Swap
constituting an Asset Sale, the Company or any Restricted Subsidiary shall be
required to receive in cash an amount equal to 75% of the Proceeds of the Asset
Sale which do not consist of like-kind assets acquired with the Asset
Swap.

     

    (b)  The
Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
Proceeds of any Asset Sale (a “Net Cash Proceeds
Transaction”), within 365 days of receipt thereof either (1) to
permanently reduce Senior Indebtedness of the Company or a Restricted
Subsidiary, and, in the case of any such Indebtedness under any revolving credit
facility, effect a permanent reduction in the availability under such revolving
credit facility; (2) to make an investment or capital expenditure in properties
and assets that replace the properties and assets that were the subject of such
Asset Sale or in properties and assets (including Capital Stock) that will be
used in the business of the Company and its Restricted Subsidiaries as existing
on the Issue Date or in businesses reasonably related thereto; (3) to acquire
Capital Stock of another Person provided such Person becomes a Restricted
Subsidiary; and/or (4) to effect a combination of prepayment and investment
permitted by the foregoing clauses (1), (2) and (3).  The amount
of such Net Cash Proceeds not used or invested within 365 days of the Net Cash
Proceeds Transaction as set forth in this paragraph constitutes “Excess
Proceeds.”

     

    (c)  When the
aggregate amount of Excess Proceeds exceeds $25.0 million or more, the Company
will apply the Excess Proceeds to the repayment of the Securities and any other
Pari Passu Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
any Asset Sale as follows:  (A) the Company will make an offer to
purchase (an “Offer”) from all
Holders of the Securities in accordance with the procedures set forth in this
Indenture in the maximum principal amount (expressed as a multiple of $1,000) of
Securities that may be purchased out of an amount (the “Security Amount”)
equal to the product of such Excess Proceeds multiplied by a fraction, the
numerator of which is the outstanding principal amount of the Securities, and
the denominator of which is the sum of the outstanding principal amount (or
accreted value in the case of Indebtedness issued with original issue discount)
of the Securities and such Pari Passu Indebtedness (subject to proration in the
event such amount is less than the aggregate Offered Price (as defined herein)
of all Securities tendered) and (B) to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu
Indebtedness (or accreted value in the case of Indebtedness issued with original
issue discount), the Company will make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in
an amount (the “Pari
Passu Debt Amount”) equal to the excess of the Excess Proceeds over the
Security Amount; provided that in no
event will the Company be required to make a Pari Passu Offer in a Pari Passu
Debt Amount exceeding the principal amount (or accreted value) of such Pari
Passu Indebtedness plus the amount of any premium required to be paid to
repurchase such Pari Passu Indebtedness.  The offer price for the
Securities will be payable in cash in an amount equal to 100% of the principal
amount of the Securities plus accrued and unpaid interest, if any, to the date
(the “Offer
Date”) such Offer is consummated (the “Offered Price”), in
accordance with the procedures set forth in this Indenture.  To the
extent that the aggregate Offered Price of the Securities tendered pursuant to
the Offer is less than the Security Amount relating thereto or the aggregate
amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is
less than the Pari Passu Debt Amount, the Company may use any remaining Excess
Proceeds for general corporate purposes.  If the aggregate principal
amount of Securities and Pari Passu Indebtedness surrendered by holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Securities
to be purchased on a pro rata
basis.  Upon the completion of the purchase of all the Securities
tendered pursuant to an Offer and the completion of a Pari Passu Offer, the
amount of Excess Proceeds, if any, shall be reset at zero.

     

    
      
        
        

      

      
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    (d)  If the
Company becomes obligated to make an Offer pursuant to clause (c) above, the
Securities and the Pari Passu Indebtedness shall be purchased by the Company, at
the option of the holders thereof, in whole or in part in integral multiples of
$1,000, on a date that is not earlier than 30 days and not later than 60 days
from the date the notice of the Offer is given to holders, or such later date as
may be necessary for the Company to comply with the requirements under the
Exchange Act.

     

    (e)  The
Company will comply with the applicable tender offer rules, including Rule 14e-1
under the Exchange Act, and any other applicable securities laws or regulations
in connection with an Offer.

     

    (f)  Subject to
paragraph (e) above, within 30 days after the date on which the amount of Excess
Proceeds equals or exceeds $10.0 million, the Company shall send or cause to be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
his address appearing in the Security Register, a notice stating or
including:

     

    (1)  that the
Holder has the right to require the Company to repurchase, subject to proration,
such Holder’s Securities at the Offered Price;

     

    (2)  the Offer
Date;

     

    (3)  the
instructions a Holder must follow in order to have his Securities purchased in
accordance with paragraph (c) of this Section;

     

    (4)  (i) the
most recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the Company, the most recent subsequently filed
Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K
of the Company filed subsequent to such Quarterly Report, other than Current
Reports describing Asset Sales otherwise described in the offering materials (or
corresponding successor reports) (or in the event the Company is not required to
prepare any of the foregoing Forms, the comparable information required pursuant
to Section
10.18), (ii) a description of material developments, if any, in the
Company’s business subsequent to the date of the latest of such reports, (iii)
if material, appropriate pro forma financial information, and (iv) such other
information, if any, concerning the business of the Company which the Company in
good faith believes will enable such Holders to make an informed investment
decision regarding the Offer;

     

    
      
        
        

      

      
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    (5)  the
Offered Price;

     

    (6)  the names
and addresses of the Paying Agent and the offices or agencies referred to in
Section
10.02;

     

    (7)  that
Securities must be surrendered prior to the Offer Date to the Paying Agent at
the office of the Paying Agent or to an office or agency referred to in Section 10.02 to
collect payment;

     

    (8)  that any
Securities not tendered will continue to accrue interest and that unless the
Company defaults in the payment of the Offered Price, any Security accepted for
payment pursuant to the Offer shall cease to accrue interest on and after the
Offer Date;

     

    (9)  the
procedures for withdrawing a tender; and

     

    (10)  that the
Offered Price for any Security which has been properly tendered and not
withdrawn and which has been accepted for payment pursuant to the Offer will be
paid promptly following the Offered Date.

     

    (g)  Holders
electing to have Securities purchased hereunder will be required to surrender
such Securities at the address specified in the notice prior to the Offer
Date.  Holders will be entitled to withdraw their election to have
their Securities purchased pursuant to this Section 10.12 if the
Company receives, not later than one Business Day prior to the Offer Date, a
telegram, telex, facsimile transmission or letter setting forth (1) the name of
the Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $2,000 or an integral multiple of $1,000) delivered for
purchase by the Holder as to which his election is to be withdrawn, (4) a
statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5) the principal amount, if any, of such
Security (which shall be $2,000 or an integral multiple of $1,000) that remains
subject to the original notice of the Offer and that has been or will be
delivered for purchase by the Company.

     

    (h)  The
Company shall (i) not later than the Offer Date, accept for payment Securities
or portions thereof tendered pursuant to the Offer, (ii) not later than 10:00
a.m. (New York time) on the Offer Date, deposit with the Trustee or with a
Paying Agent an amount of money in same day funds sufficient to pay the
aggregate Offered Price of all the Securities or portions thereof which are to
be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on
the Offer Date, deliver to the Paying Agent an Officers’ Certificate stating the
Securities or portions thereof accepted for payment by the
Company.  The Paying Agent shall promptly mail or deliver to Holders
of Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered.  Any Securities not so accepted shall be
promptly mailed or delivered by the Paying Agent at the Company’s expense to the
Holder thereof.  For purposes of this Section 10.12, the
Company shall choose a Paying Agent which shall not be the Company.

     

    
      
        
        

      

      
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    Subject to
applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest, if any,
thereon, held by them for the payment of the Offered Price; provided, however, that (x) to
the extent that the aggregate amount of cash deposited by the Company with the
Trustee in respect of an Offer exceeds the aggregate Offered Price of the
Securities or portions thereof to be purchased, then the Trustee shall hold such
excess for the Company and (y) unless otherwise directed by the Company in
writing, promptly after the Business Day following the Offer Date the Trustee
shall return any such excess to the Company together with interest or dividends,
if any, thereon.

     

    (i)  Securities
to be purchased shall, on the Offer Date, become due and payable at the Offered
Price and from and after such date (unless the Company shall default in the
payment of the Offered Price) such Securities shall cease to bear
interest.  Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Security
to the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required.  Upon surrender of any such Security
for purchase in accordance with the foregoing provisions, such Security shall be
paid by the Company at the Offered Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Offer Date
shall be payable to the Person in whose name the Securities (or any Predecessor
Securities) is registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 3.09; provided, further, that
Securities to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Securities tendered
for purchase, with such adjustments as may be appropriate by the Trustee so that
only Securities in denominations of $2,000 or an integral multiple of $1,000,
shall be purchased.  If any Security tendered for purchase shall not
be so paid upon surrender thereof by deposit of funds with the Trustee or a
Paying Agent in accordance with paragraph (h) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Offer Date
at the rate borne by such Security.  Any Security that is to be
purchased only in part shall be surrendered to a Paying Agent at the office of
such Paying Agent (with, if the Company, the Security Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Security Registrar or the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, one or more new
Securities of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not
purchased.  The Company shall publicly announce the results of the
Offer on or as soon as practicable after the Offer Date.

     

    
      
        
        

      

      
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    Section
10.13. 
Limitation on Issuances of
Guarantees of and Pledges for Indebtedness

     

    (a)  The
Company will not cause or permit any Restricted Subsidiary, other than a
Guarantor, directly or indirectly, to secure the payment of any Indebtedness of
the Company and the Company will not, and will not permit any Restricted
Subsidiary to, pledge any intercompany notes representing obligations of any
Restricted Subsidiary (other than a Guarantor) or any Capital Stock of a
Restricted Subsidiary (other than (x) a Guarantor or (y) Milkco, Inc.) to secure
the payment of any Indebtedness unless in each case such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a guarantee of payment of the Securities by such Restricted
Subsidiary, which guarantee shall be on the same terms as the guarantee of such
Indebtedness (if a guarantee of such Indebtedness is granted by any such
Restricted Subsidiary) except that the guarantee of the Securities need not be
secured.

     

    (b)  The
Company will not cause or permit any Restricted Subsidiary (which is not a
Guarantor), directly or indirectly, to guarantee, assume or in any other manner
become liable with respect to any Indebtedness of the Company or any other
Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes
and delivers a supplemental indenture to this Indenture providing for a
Guarantee of the Securities on the same terms as the guarantee of such
Indebtedness except that (A) such Guarantee need not be secured unless required
pursuant to Section
10.11 or otherwise under this Indenture and (B) if such Indebtedness is
by its terms expressly subordinated to the Securities, any such assumption,
guarantee or other liability of such Restricted Subsidiary with respect to such
Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee of
the Securities at least to the same extent as such Indebtedness is subordinated
to the Securities.

     

    (c)  Notwithstanding
the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall
provide by its terms that it (and all Liens securing the same) shall be
automatically and unconditionally released and discharged upon (1) any sale,
exchange or transfer, to any Person not an Affiliate of the Company, of all of
the Company’s Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary, or the designation of such Restricted Subsidiary as an
Unrestricted Subsidiary, which transaction is in compliance with the terms of
this Indenture and such Restricted Subsidiary is released from all guarantees,
if any, by it of other Indebtedness of the Company or any Restricted
Subsidiaries or (2) the release by the holders of the Indebtedness of the
Company described in clauses (a) and (b) above of their security interest or
their guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness), at such time as (A)
no other Indebtedness of the Company has been secured or guaranteed by such
Restricted Subsidiary, as the case may be, or (B) the holders of all such other
Indebtedness which is secured or guaranteed by such Restricted Subsidiary also
release their security interest in or guarantee by such Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under such
Indebtedness).

     

    Section
10.14. 
[Reserved]

     

    
      
        
        

      

      
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    Section
10.15. 
Purchase of Securities upon
a Change of Control

     

    (a)  If a
Change of Control occurs, then each Holder shall have the right to require that
the Company purchase all or any part (in integral multiples of $1,000) of such
Holder’s Securities pursuant to the offer described below in this Section 10.15 (the
“Change of Control
Offer”) and in accordance with the other procedures set forth in
subsections (b), (c), (d) and (e) of this Section
10.15.  In the Change of Control Offer, the Company shall offer
to purchase all of the Securities at a purchase price (the “Change of Control Purchase
Price”) in cash in an amount equal to 101% of the principal amount of
such Securities, plus accrued and unpaid interest, if any, to the date of
purchase (the “Change
of Control Purchase Date”) (subject to the rights of holders of record on
relevant record dates to receive interest due on an interest payment date that
is on or prior to such date of purchase).

     

    (b)  Within 30
days of any Change of Control or, at the Company’s option, prior to such Change
of Control but after it is publicly announced, the Company shall notify the
Trustee and give written notice (a “Change of Control Purchase
Notice”) of such Change of Control to each Holder by first-class mail,
postage prepaid, at his address appearing in the Security
Register.  The Change of Control Purchase Notice shall state, among
other things:

     

    (1)  that a
Change of Control has occurred, the date of such event, and that such Holder has
the right to require the Company to repurchase such Holder’s Securities at the
Change of Control Purchase Price;

     

    (2)  the
circumstances and relevant facts regarding such Change of Control (including but
not limited to information with respect to pro forma historical income, cash
flow and capitalization after giving effect to such Change of
Control);

     

    (3)  (i) the
most recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the Company, the most recent subsequently filed
Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K
of the Company filed subsequent to such Quarterly Report (or in the event the
Company is not required to prepare any of the foregoing Forms, the comparable
information required to be prepared by the Company and any Guarantor pursuant to
Section 10.18),
(ii) a description of material developments, if any, in the Company’s business
subsequent to the date of the latest of such reports and (iii) such other
information, if any, concerning the business of the Company which the Company in
good faith believes will enable such Holders to make an informed investment
decision regarding the Change of Control Offer;

     

    (4)  that the
Change of Control Offer is being made pursuant to this Section 10.15 and
that all Securities properly tendered pursuant to the Change of Control Offer
will be accepted for payment at the Change of Control Purchase
Price;

     

    (5)  the Change
of Control Purchase Date, which shall be fixed by the Company on a Business Day
no earlier than 30 days nor later than 60 days from the date such notice is
mailed, nor, in any event, earlier than the commencement of the Change of
Control, or such later date as is necessary to comply with requirements under
the Exchange Act;

     

    
      
        
        

      

      
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    (6)  the Change
of Control Purchase Price;

     

    (7)  the names
and addresses of the Paying Agent and the offices or agencies referred to in
Section
10.02;

     

    (8)  that
Securities must be surrendered on or prior to the Change of Control Purchase
Date to the Paying Agent at the office of the Paying Agent or to an office or
agency referred to in Section 10.02 to
collect payment;

     

    (9)  that the
Change of Control Purchase Price for any Security which has been properly
tendered and not withdrawn will be paid promptly following the Change of Control
Offer Purchase Date;

     

    (10)  the
procedures that a Holder must follow to accept a Change of Control Offer or to
withdraw such acceptance;

     

    (11)  that any
Security not tendered will continue to accrue interest; and

     

    (12)     
that,
unless the Company defaults in the payment of the Change of Control Purchase
Price, any Securities accepted for payment pursuant to the Change of Control
Offer will cease to accrue interest after the Change of Control Purchase
Date.

     

    (c)  Upon
receipt by the Company of the proper tender of Securities, the Holder of the
Security in respect of which such proper tender was made shall (unless the
tender of such Security is properly withdrawn) thereafter be entitled to receive
solely the Change of Control Purchase Price with respect to such
Security.  Upon surrender of any such Security for purchase in
accordance with the foregoing provisions, such Security shall be paid by the
Company at the Change of Control Purchase Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of
Control Purchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Regular
Record Dates according to the terms and the provisions of Section
3.09.  If any Security tendered for purchase in accordance with
the provisions of this Section 10.15 shall
not be so paid upon surrender thereof, the principal thereof (and premium, if
any, thereon) shall, until paid, bear interest from the Change of Control
Purchase Date at the rate borne by such Security.  Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice
at least one Business Day prior to the Change of Control Purchase
Date.  Any Security that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the
Company, the Security Registrar or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Security Registrar or the Trustee, as the case may be, duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing), and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, one or more new Securities of
any authorized denomination as requested by such Holder in an aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the Security so surrendered that is not purchased.

     

    
      
        
        

      

      
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    (d)  The
Company shall (i) not later than the Change of Control Purchase Date, accept for
payment Securities or portions thereof tendered pursuant to the Change of
Control Offer, (ii) not later than 10:00 a.m. (New York time) on the Business
Day following the Change of Control Purchase Date, deposit with the Trustee or
with a Paying Agent an amount of money in same day funds sufficient to pay the
aggregate Change of Control Purchase Price of all the Securities or portions
thereof which have been so accepted for payment and (iii) not later than 10:00
a.m. (New York time) on the Business Day following the Change of Control
Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the
Securities or portions thereof accepted for payment by the
Company.  The Paying Agent shall promptly mail or deliver to Holders
of Securities so accepted payment in an amount equal to the Change of Control
Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered.  Any Securities not
so accepted shall be promptly mailed or delivered by the Paying Agent at the
Company’s expense to the Holder thereof.  The Company will publicly
announce the results of the Change of Control Offer on the Change of Control
Purchase Date.  For purposes of this Section 10.15, the
Company shall choose a Paying Agent which shall not be the Company.

     

    (e)  A tender
made in response to a Change of Control Purchase Notice may be withdrawn if the
Company receives, not later than one Business Day prior to the Change of Control
Purchase Date, a telegram, telex, facsimile transmission or letter, specifying,
as applicable:

     

    (1)  the name
of the Holder;

     

    (2)  the
certificate number of the Security in respect of which such notice of withdrawal
is being submitted;

     

    (3)  the
principal amount of the Security (which shall be $1,000 or an integral multiple
thereof) delivered for purchase by the Holder as to which such notice of
withdrawal is being submitted;

     

    (4)  a
statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased; and

     

    (5)  the
principal amount, if any, of such Security (which shall be $1,000 or an integral
multiple thereof) that remains subject to the original Change of Control
Purchase Notice and that has been or will be delivered for purchase by the
Company.

     

    (f)  Subject to
applicable escheat laws, the Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest or dividends, if
any, thereon, held by them for the payment of the Change of Control Purchase
Price; provided, however, that (x) to
the extent that the aggregate amount of cash deposited by the Company pursuant
to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control
Purchase Price of the Securities or portions thereof to be purchased, then the
Trustee shall hold such excess for the Company and (y) unless otherwise directed
by the Company in writing, promptly after the Business Day following the Change
of Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

     

    
      
        
        

      

      
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    (g)  The
Company shall comply, to the extent applicable, with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with a Change of Control
Offer.

     

    (h)  Notwithstanding
the foregoing, the Company will 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 Indenture applicable to a Change of Control Offer
made by the Company and purchases all the Securities validly tendered and not
withdrawn under such Change of Control Offer.

     

    Section
10.16. 
Limitation on Dividend and
Other Payment Restrictions Affecting Subsidiaries

     

    The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause 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 distribution on its
Capital Stock or any other interest or participation in or measured by its
profits, (B) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (C) make any Investment in the Company or any other Restricted
Subsidiary or (D) transfer any of its properties or assets to the Company or any
other Restricted Subsidiary.  However, this covenant will not prohibit
any encumbrance or restriction (1) pursuant to an agreement in effect on the
date of this Indenture; (2) with respect to a Restricted Subsidiary that is not
a Restricted Subsidiary of the Company on the date of this Indenture, in
existence at the time such Person becomes a Restricted Subsidiary of the Company
and not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary, provided that such
encumbrances and restrictions are not applicable to the Company or any
Restricted Subsidiary or the properties or assets of the Company or any
Restricted Subsidiary other than such Subsidiary which is becoming a Restricted
Subsidiary; (3) pursuant to any agreement of a Guarantor governing any
Indebtedness permitted by clause (i) of the definition of Permitted Indebtedness
as to the assets financed with the proceeds of, or used to finance, such
Indebtedness; (4) contained in any Acquired Indebtedness or other agreement of
any entity or related to assets acquired by or merged into or consolidated with
the Company or any Restricted Subsidiaries so long as such encumbrance or
restriction was not entered into in contemplation of the acquisition, merger or
consolidation transaction; and (5) under any agreement that extends, renews,
refinances or replaces the agreements containing the encumbrances or
restrictions in the foregoing clauses (1) through (4), or in this clause (5),
provided that
the terms and conditions of any such encumbrances or restrictions are no more
restrictive in any material respect than those under or pursuant to the
agreement evidencing the Indebtedness so extended, renewed, refinanced or
replaced.

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    Section
10.17. 
Limitations on Unrestricted
Subsidiaries

     

     

    The
Company may designate after the Issue Date any Subsidiary (other than a
Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only
if:

     

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

     

    (b)  the
Company would be permitted to make an Investment (other than a Permitted
Investment) at the time of Designation (assuming the effectiveness of such
Designation) pursuant to the first paragraph of Section 10.09 herein
in an amount (the “Designation Amount”)
equal to the greater of (1) the net book value of the Company’s interest in such
Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of
the Company’s interest in such Subsidiary as determined in good faith by the
Company’s Board of Directors;

     

    (c)  the
Company would be permitted under this Indenture to incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.08 hereof
at the time of such Designation (assuming the effectiveness of such
Designation);

     

    (d)  such
Unrestricted Subsidiary does not own any Capital Stock in any Restricted
Subsidiary of the Company which is not simultaneously being designated an
Unrestricted Subsidiary;

     

    (e)  such
Unrestricted Subsidiary is not liable, directly or indirectly, with respect to
any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an
Unrestricted Subsidiary may provide a Guarantee for the Securities;
and

     

    (f)  such
Unrestricted Subsidiary is not a party to any agreement, contract, arrangement
or understanding at such time with the Company or any Restricted Subsidiary
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company or, in the event such condition is not satisfied, the value of such
agreement, contract, arrangement or understanding to such Unrestricted
Subsidiary shall be deemed a Restricted Payment.

     

    In the
event of any such Designation, the Company shall be deemed to have made an
Investment constituting a Restricted Payment pursuant to Section 10.09 hereof
for all purposes of this Indenture in the Designation Amount.

     

    The
Company shall not and shall not cause or permit any Restricted Subsidiary to at
any time:

     

    (a)           provide
credit support for, guarantee or subject any of its property or assets (other
than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of,
any Indebtedness of any Unrestricted Subsidiary (including any undertaking,
agreement or instrument evidencing such Indebtedness) (other than Permitted
Investments in Unrestricted Subsidiaries); or

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    (b)           be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary.  For purposes of the foregoing, the Designation of a
Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be
the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted
Subsidiaries.

     

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

     

    (a)           no
Default shall have occurred and be continuing at the time of and after giving
effect to such Revocation;

     

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

     

    (c)           unless
such redesignated Subsidiary shall not have any Indebtedness outstanding (other
than Indebtedness that would be Permitted Indebtedness), immediately after
giving effect to such proposed Revocation, and after giving pro forma effect to
the incurrence of any such Indebtedness of such redesignated Subsidiary as if
such Indebtedness was incurred on the date of the Revocation, the Company could
incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section
10.08 herein.

     

    All
Designations and Revocations must be evidenced by a resolution of the Board of
Directors of the Company delivered to the Trustee certifying compliance with the
foregoing provisions.

     

    Section
10.18. 
Provision of Financial
Statements

     

    Whether or
not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the
Company will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13(a) or 15(d) if the Company were so subject, such documents to be filed with
the Commission on or prior to the date (the “Required Filing
Date”) by which the Company would have been required so to file such
documents if the Company were so subject.  The Company will also in
any event (a) within 15 days of each Required Filing Date file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company were subject to either of such
Sections and (b) if filing such documents by the Company with the Commission is
not permitted under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective holder at the Company’s cost.  If any
Guarantor’s financial statements would be required to be included in the
financial statements filed or delivered pursuant to this Indenture if the
Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company
shall include such Guarantor’s financial statements in any filing or delivery
pursuant to this Indenture.  In addition, so long as any of the
Securities remain outstanding, the Company will make available to any
prospective purchaser of Securities or beneficial owner of Securities in
connection with any sale thereof the information required by Rule 144A(d)(4)
under the Securities Act, until such time as the Company has either exchanged
the Securities for securities identical in all material respects which have been
registered under the Securities Act or until such time as the holders thereof
have disposed of such Securities pursuant to an effective registration statement
under the Securities Act.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    Section
10.19. 
Statement by Officers as to
Default

     

    (a)  The
Company and the Guarantors, if any, will deliver to the Trustee, on or before a
date not more than 120 days after the end of each fiscal year of the Company
ending after the date hereof, and 60 days after the end of each fiscal quarter
ending after the date hereof, a written statement signed by two executive
officers of the Company and each Guarantor, if any, one of whom shall be the
principal executive officer, principal financial officer or principal accounting
officer of the Company and any such Guarantor, as to compliance herewith,
including whether or not, after a review of the activities of the Company during
such year or such quarter and of the Company’s and each Guarantor’s, if any,
performance under this Indenture, to the best knowledge, based on such review,
of the signers thereof, the Company and each Guarantor, if any have fulfilled
all of their respective obligations and are in compliance with all conditions
and covenants under this Indenture throughout such year or quarter, as the case
may be, and, if there has been a Default specifying each Default and the nature
and status thereof and any actions being taken by the Company and the
Guarantors, if any, with respect thereto.

     

    (b)  When any
Default or Event of Default has occurred and is continuing, or if the Trustee or
any Holder or the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed default, the Company and the Guarantors,
if any, shall deliver to the Trustee by registered or certified mail or
facsimile transmission followed by an originally executed copy of an Officers’
Certificate specifying such Default, Event of Default, notice or other action,
the status thereof and what actions the Company and the Guarantors, if any, are
taking or propose to take with respect thereto, within five Business Days after
the occurrence of such Default or Event of Default.

     

    Section
10.20. 
Waiver of Certain
Covenants

     

    The
Company and the Guarantors, if any, may omit in any particular instance to
comply with any covenant or condition set forth in Sections 10.06
through 10.14,
and 10.16
through 10.19,
if, before or after the time for such compliance, the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
shall, by Act of such Holders, waive such compliance in such instance with such
covenant or provision, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    ARTICLE
ELEVEN

     

    REDEMPTION
OF SECURITIES

     

    Section
11.01. 
Rights of
Redemption

     

    (a)  The
Securities are subject to redemption at any time on or after May 15, 2013 at the
option of the Company, in whole or in part, subject to the conditions, and at
the Redemption Prices, specified in the form of Security, together with accrued
and unpaid interest, if any, to the Redemption Date (subject to the right of
Holders of record on relevant Regular Record Dates and Special Record Dates to
receive interest due on relevant Interest Payment Dates and Special Payment
Dates).

     

    (b)  In
addition, at any time prior to May 15, 2012, the Company, at its option, may use
the net proceeds of one or more Equity Offerings to redeem up to an aggregate of
35% of the aggregate principal amount of Securities issued under this Indenture
(including the principal amount of any Additional Securities) at a redemption
price equal to 108.875% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the Redemption Date (subject to the
right of Holders of record on relevant Regular Record Dates and Special Record
Dates to receive interest due on relevant Interest Payment Dates and Special
Payment Dates); provided that at
least 65% of the initial aggregate principal amount of Securities (including the
principal amount of any Additional Securities) remains outstanding immediately
after the occurrence of such redemption.  In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later than
30 days after the closing of the related Equity Offering and must consummate
such redemption within 60 days of the closing of the Equity
Offering.

     

    Section
11.02. 
Applicability of
Article

     

    Redemption
of Securities at the election of the Company or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and this Article
Eleven.

     

    Section
11.03. 
Election to Redeem; Notice
to Trustee

     

    The
election of the Company to redeem any Securities pursuant to Section 11.01 shall
be evidenced by a Company Order and an Officers’ Certificate.  In case
of any redemption at the election of the Company, the Company shall, not less
than 45 nor more than 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice period shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities to be redeemed.

     

    Section
11.04. 
Selection by Trustee of
Securities to Be Redeemed

     

    If less
than all the Securities are to be redeemed, the particular Securities or
portions thereof to be redeemed shall be selected not more than 30 days prior to
the Redemption Date.  The Trustee shall select the Securities or
portions thereof to be redeemed in compliance with the requirements of the
principal national security exchange, if any, on which the Securities are
listed, or if the Securities are not so listed, pro rata, by lot or by any other
method the Trustee shall deem fair and reasonable.  The amounts to be
redeemed shall be equal to $2,000 or any integral multiple of
$1,000.

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    The
Trustee shall promptly notify the Company and the Security Registrar in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be
redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to redemption of Securities shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be
redeemed.

     

    Section
11.05. 
Notice of
Redemption

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 days nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at its address appearing in the Security
Register.

     

    All
notices of redemption shall state:

     

    (a)  the
Redemption Date;

     

    (b)  the
Redemption Price;

     

    (c)  if less
than all Outstanding Securities are to be redeemed, the identification of the
particular Securities to be redeemed;

     

    (d)  in the
case of a Security to be redeemed in part, the principal amount of such Security
to be redeemed and that after the Redemption Date upon surrender of such
Security, new Security or Securities in the aggregate principal amount equal to
the unredeemed portion thereof will be issued;

     

    (e)  that
Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price;

     

    (f)  that on
the Redemption Date the Redemption Price will become due and payable upon each
such Security or portion thereof to be redeemed, and that (unless the Company
shall default in payment of the Redemption Price) interest thereon shall cease
to accrue on and after said date;

     

    (g)  the names
and addresses of the Paying Agent and the offices or agencies referred to in
Section 10.02
where such Securities are to be surrendered for payment of the Redemption
Price;

     

    (h)  the CUSIP
number, if any, relating to such Securities and that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed on such
notice or printed on the Securities; and

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    (i)  the
procedures that a Holder must follow to surrender the Securities to be
redeemed.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request, by the Trustee in the
name and at the expense of the Company.  If the Company elects to give
notice of redemption, it shall provide the Trustee with a certificate stating
that such notice has been given in compliance with the requirements of this
Section 11.05
setting forth the information set forth therein and will provide a complete form
of such notice.

     

    The notice
if mailed in the manner herein provided shall be conclusively presumed to have
been given, whether or not the Holder receives such notice.  In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.

     

    Section
11.06. 
Deposit of Redemption
Price

     

    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if either of the Company or any of its Affiliates is acting
as Paying Agent, segregate and hold in trust as provided in Section 10.03) an
amount of money in same day funds sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date or Special
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.  The Paying Agent shall promptly mail
or deliver to Holders of Securities so redeemed payment in an amount equal to
the Redemption Price of the Securities purchased from each such
Holder.  All money, if any, earned on funds held in trust by the
Trustee or any Paying Agent shall be remitted to the Company.  For
purposes of this Section 11.06, the
Company shall choose a Paying Agent which shall not be the Company.

     

    Section
11.07. 
Securities Payable on
Redemption Date

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price together with accrued interest to the Redemption
Date; provided,
however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
and Special Record Dates according to the terms and the provisions of Section
3.09.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid, bear interest
from the Redemption Date at the rate borne by such Security.

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    Section
11.08. 
Securities Redeemed or
Purchased in Part

     

    Any
Security which is to be redeemed or purchased only in part shall be surrendered
to the Paying Agent at the office or agency maintained for such purpose pursuant
to Section
10.02 (with, if the Company, the Security Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar or the Trustee, as the case
may be, duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not
redeemed or purchased.

     

    ARTICLE
TWELVE

     

    SATISFACTION
AND DISCHARGE

     

    Section
12.01. 
Satisfaction and Discharge
of Indenture

     

    This
Indenture will be discharged and will cease to be of further effect (except as
to surviving rights of registration of transfer or exchange of Securities as
expressly provided for herein) as to all Outstanding Securities hereunder, and
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when:

     

    (a)  either (1)
all the Securities theretofore authenticated and delivered (other than (i) lost,
stolen or destroyed Securities which have been replaced or paid as provided in
Section 3.08 or
(ii) all Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust as provided in Section 10.03) have
been delivered to the Trustee for cancellation or (2) all such Securities not
theretofore delivered to the Trustee for cancellation (i) have become due and
payable, (ii) will become due and payable at their Stated Maturity within one
year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company;

     

    (b)  the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust an amount in United States dollars
sufficient to pay and discharge the entire indebtedness on the Securities not
theretofore delivered to the Trustee for cancellation, including principal of,
premium, if any, and accrued interest on, such Securities at such Maturity,
Stated Maturity or Redemption Date;

     

    (c)  the
Company or any Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company and any Guarantor; and

     

    (d)  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Independent Counsel, in form and substance satisfactory to the Trustee, each
stating that (i) all conditions precedent under this Indenture relating to the
satisfaction and discharge hereof have been complied with and (ii) such
satisfaction and discharge will not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or
instrument to which the Company any Guarantor or any Subsidiary is a party or by
which the Company, any Guarantor or any Subsidiary is bound.

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the satisfaction and discharge hereof, the obligations of the Company to the
Trustee under Section
6.07 and, if United States dollars shall have been deposited with the
Trustee pursuant to subclause (2) of subsection (a) of this Section 12.01, the
obligations of the Trustee under Section 12.02 and the
last paragraph of Section 10.03 shall
survive.

     

    Section
12.02. 
Application of Trust
Money

     

    Subject to
the provisions of the last paragraph of Section 10.03, all
United States dollars deposited with the Trustee pursuant to Section 12.01 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

     

     

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

    IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all
as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      INGLES
      MARKETS, INCORPORATED

                                    
	 	 	 
	 	 	 
	 	
                                      By:

                                    	
                                      /s/ Ronald B. Freeman

                                    
	 	
                                       

                                    	Name:  Ronald
      B. Freeman
	 	 	Title:   Chief
      Financial
Officer


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    Attest:
/s/ Beth
Sorrentino

    Name:  Beth
Sorrentino

    Title:   Secretary

     

     

    
      
        
        

      

      
        Ann.
A-1

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    U.S.
      BANK, NATIONAL ASSOCIATION, solely as Trustee

                                  
	 	 
	 	 
	 	
                                    By:

                                  	
                                    /s/ Richard Prokosch

                                  
	 	
                                     

                                  	Name:  Richard
      Prokosh
	 	 	Title:  Vice
      President


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        Ann.
A-2

        
          

        

      

      
        
        

      

    

     

    ANNEX
A

     

    INTERCOMPANY
NOTE

     

    ____________________,
20

     

    Evidences
of all loans or advances (“Loans”) made
hereunder shall be reflected on the grid attached hereto.  FOR VALUE
RECEIVED, ______, a _________ corporation (the “Maker”), HEREBY
PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the
principal sum of the aggregate unpaid principal amount of all Loans (plus
accrued interest thereon) at any time and from time to time made hereunder which
has not been previously paid.

     

    All
capitalized terms used herein that are defined in, or by reference in, the
Indenture among Ingles Markets, Incorporated, a North Carolina corporation (the
“Company”) and
U.S. Bank, National Association, as trustee, dated as of May 12, 2009 (the
“Indenture”),
have the meanings assigned to such terms therein, or by reference therein,
unless otherwise defined.

     

    ARTICLE
I

     

    TERMS OF
INTERCOMPANY NOTE

     

    Section
1.01               Note Not
Forgivable.  Unless the Maker of the Loan hereunder is the
Company or any Guarantor, the Holder may not forgive any amounts owing under
this intercompany note.

     

    Section
1.02               Interest:
Prepayment.

     

    (a)           The
interest rate (“Interest Rate”) on
the Loans shall be a rate per annum reflected on the grid attached
hereto.

     

    (b)           The
interest, if any, payable on each of the Loans shall accrue from the date such
Loan is made and, subject to Section 2.01, shall be payable upon demand of the
Holder.

     

    (c)           To
the extent permitted by law, if the principal or accrued interest, if any, of
the Loans is not paid on the date demand is made, interest on the unpaid
principal and interest will accrue at a rate equal to the Interest Rate, if any,
plus 100 basis points per annum from maturity until the principal and interest
on such Loans are fully paid.

     

    (d)           Subject
to Section 2.01, any amounts hereunder may be repaid at any time by the
Maker.

     

    Section
1.03               Subordination.  Subject
to Section 2.01, all Loans hereunder shall be subordinated in right of payment
to the payment and performance of the obligations of the Company and any
Subsidiary (which Subsidiary is also an obligor under the Indenture, the
Securities, a Guarantee or other Senior Indebtedness or Pari Passu Indebtedness,
as the case may be, whether as a borrower or guarantor) under the Indenture, the
Securities, the Guarantees, if any, or any other Indebtedness ranking senior to
or pari passu with the Securities.

     

    
      
        
        

      

      
        Ann.
A-1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    EVENTS OF
DEFAULT

     

    Section
2.01              
Events of
Default.  If after the date of issuance of this Loan (i) an
Event of Default has occurred under the Indenture, (ii) an Event of Default (as
defined) has occurred under any other Senior Indebtedness or (iii) an “event of
default” (as defined) has occurred under any other Indebtedness of the Company
or any Subsidiary, then (x) in the event the Maker is (A) a Subsidiary which is
not a Guarantor or (B) a Guarantor in the case where the Holder is the Company,
all amounts owing under the Loans hereunder shall be immediately due and payable
to the Holder, (y) in the event the Maker is the Company, the amounts owing
under the Loans hereunder shall not be due and payable at any time and shall not
be paid and (z) in the event the Maker is a Guarantor and the Holder is not the
Company or any Guarantor, the amounts owing under the Loans hereunder shall not
be due and payable at any time and shall not be paid; provided, however, that if such
Event of Default or event of default has been waived, cured or rescinded, such
amounts shall no longer be due and payable in the case of clause (x), and such
amounts may be paid in the case of clauses (y) and (z).  If the Holder
is a Subsidiary, then the Holder hereby agrees that if it receives any payments
or distributions on any Loan from the Company or a Guarantor which is not
payable pursuant to clause (y) or (z) of the prior sentence after any Event of
Default described in clauses (i) or (ii) or any event of default described in
clause (iii) above has occurred, is continuing and has not been waived, cured or
rescinded, it will pay over and deliver forthwith to the Company or such
Guarantor, as the case may be, all such payments and distributions.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.01               Amendments,
Etc.  No amendment or waiver of any provision of this
intercompany note, or consent to depart herefrom is permitted at any time for
any reason, except with the consent of the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities.

     

    Section
3.02               Assignment.  No
party to this Agreement may assign, in whole or in part, any of its rights and
obligations under this intercompany note, except to its legal successor in
interest.

     

    Section
3.03               Third Party
Beneficiaries.  The holders of the Securities or any other
Indebtedness ranking pari passu with or
senior to, the Securities or any Guarantees, shall be third party beneficiaries
to this intercompany note and upon an Event of Default shall have the right to
enforce this intercompany note against the Company or any of its
Subsidiaries.

     

    Section
3.04               Headings.  Article
and Section headings in this intercompany note are included for convenience of
reference only and shall not constitute a part of this intercompany note for any
other purpose.

     

    
      
        
        

      

      
        Ann.
A-2

        
          

        

      

      
        
        

      

    

     

    Section
3.05               Entire
Agreement.  This intercompany note sets forth the entire
agreement of the parties with respect to its subject matter and supersedes all
previous understandings, written or oral, in respect thereof.

     

    Section
3.06               GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF).

     

    Section
3.07               Waivers.  The
Maker hereby waives presentment, demand for payment, notice of protest and all
other demands and notices in connection with the delivery, acceptance,
performance or enforcement hereof.

     

     

    By:   ___________________________________________________________

     

     

     

    
      
        
        

      

      
        Ann.
A-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    REGULATION
S CERTIFICATE

     

    (For
transfers pursuant to § 3.07(a)(i) of the Indenture)

     

    U.S. Bank,
National Association

    60
Livingston Avenue

    St. Paul,
MN  55107

     

    
      
        	
                 
      

              	
                Re:

              	
                87⁄8%
      Senior Notes due 2017

              
	 	 	of Ingles Markets,
      Incorporated (the
“Securities”)


      

    

     

    Reference
is made to the Indenture, dated as of May 12, 2009 (the “Indenture”), between
Ingles Markets, Incorporated, a North Carolina corporation (“Company”), and U.S.
Bank, National Association, as Trustee.  Terms used herein and defined
in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933 (the “Securities
Act”) are used herein as so defined.

     

    This
certificate relates to US$____________ principal amount of Securities, which are
evidenced by the following certificate(s) (the “Specified
Securities”):

     

    CUSIP
No(s). ___________________________

     

    Certificate
No(s). _____________________

     

    The person
in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified
Securities or (ii) it is acting on behalf of all the beneficial owners of the
Specified Securities and is duly authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner.”  The
Specified Securities are represented by a Global Security and are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner.

     

    The Owner
has requested that the Specified Securities be transferred to a person (the
“Transferee”)
who will take delivery in the form of a Regulation S Global
Security.  In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144A under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions.  Accordingly, the Owner hereby further certifies as
follows:

     

    (1)           Rule 904
Transfers.  If the transfer is being effected in accordance
with Rule 904:

     

    (A)           the
Owner is not a distributor of the Securities, an affiliate of the Company or any
such distributor or a person acting on behalf of any of the
foregoing;

     

    
      
        
        

      

      
        Ex.
A-1

        
          

        

      

      
        
        

      

    

     

    (B)           the
offer of the Specified Securities was not made to a person in the United
States;

     

    (C)           either:

     

                     (i)at the time the buy order was
originated, the Transferee was outside the United States or the Owner and any
person acting on its behalf reasonably believed that the Transferee was outside
the United States, or

     

                     (ii)the transaction is being executed in,
on or through the facilities of the Eurobond market, as regulated by the
Association of International Bond Dealers, or another designated offshore
securities market and neither the Owner nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States;

     

    (D)           no
directed selling efforts have been made in the United States by or on behalf of
the Owner or any affiliate thereof;

     

    (E)           if
the Owner is a dealer in securities or has received a selling concession, fee or
other remuneration in respect of the Specified Securities, and the transfer is
to occur during the Restricted Period, then the requirements of Rule 904(c)(1)
have been satisfied; and

     

    (F)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.

     

    (2)           [Reserved].

     

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers.

     

    Dated:

     

    (Print the
name of the Undersigned, as such term is defined in the second paragraph of this
certificate.)

     

     

    
      
        
          
            
              
                	
                         

                      	By:	
                         

                      
	
                         

                      	 
      	Name:
	 	 	Title:


              

            

          

        

      

    

     

     

    (If the
Undersigned is a corporation, partnership or fiduciary, the title of the person
signing on behalf of the Undersigned must be stated.)

     

     

    
      
        
        

      

      
        Ex.
A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    RESTRICTED
SECURITIES CERTIFICATE

     

    (For
transfers pursuant to § 3.07(a)(ii) of the Indenture)

     

    U.S. Bank,
National Association

    60
Livingston Avenue

    St. Paul,
MN  55107

    
       

      
        
          	
                   
      

                	
                  Re:

                	
                  87⁄8%
      Senior Notes due 2017

                
	 	 	of Ingles Markets,
      Incorporated (the
“Securities”)


        

      

       

    

    Reference
is made to the Indenture, dated as of May 12, 2009 (the “Indenture”), between
Ingles Markets, Incorporated, a North Carolina corporation (“Company”), and U.S.
Bank, National Association, as Trustee.  Terms used herein and defined
in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of
1933 (the “Securities
Act”) are used herein as so defined.

     

    This
certificate relates to US$_____________ principal amount of Securities, which
are evidenced by the following certificate(s) (the “Specified
Securities”):

     

    CUSIP
No(s). ___________________________

    ISIN
No(s). If any. ____________________

    Certificate
No(s). _____________________

     

    The person
in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified
Securities or (ii) it is acting on behalf of all the beneficial owners of the
Specified Securities and is duly authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner.”  The
Specified Securities are represented by a Global Security and are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner.

     

    The Owner
has requested that the Specified Securities be transferred to a person (the
“Transferee”)
who will take delivery in the form of a Restricted Security.  In
connection with such transfer, the Owner hereby certifies that, unless such
transfer is being effected pursuant to an effective registration statement under
the Securities Act, it is being effected in accordance with Rule 144A under the
Securities Act and all applicable securities laws of the states of the United
States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as follows:

     

    (1)           Rule 144A
Transfers.  If the transfer is being effected in accordance
with Rule 144A:

     

    (A)           the
Specified Securities are being transferred to a person that the Owner and any
person acting on its behalf reasonably believe is a “qualified institutional
buyer” within the meaning of Rule 144A, acquiring for its own account or for the
account of a qualified institutional buyer; and

     

    
      
        
        

      

      
        Ex.
B-1

        
          

        

      

      
        
        

      

    

     

    (B)           the
Owner and any person acting on its behalf have taken reasonable steps to ensure
that the Transferee is aware that the Owner may be relying on Rule 144A in
connection with the transfer; and

     

    (2)           [Reserved].

     

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers.

     

    
      
        
        

      

      
        Ex.
B-2

        
          

        

      

      
        
        

      

    

     

    Dated:

     

    (Print the
name of the Undersigned, as such term is defined in the second paragraph of this
certificate.)

     

     

    
      
        
          
            
              	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    

     

     

    (If the
Undersigned is a corporation, partnership or fiduciary, the title of the person
signing on behalf of the Undersigned must be stated.)

     

     

    
      
        
        

      

      
        Ex.
B-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    UNRESTRICTED
SECURITIES CERTIFICATE

     

    (For
removal of Securities Act Legends pursuant to § 3.07(b))

     

    U.S. Bank,
National Association

    60
Livingston Avenue

    St. Paul,
MN  55107

     

    
      
        
          
            	
                     
      

                  	
                    Re:

                  	
                    87⁄8%
      Senior Notes due 2017

                  
	 	 	of Ingles Markets,
      Incorporated (the
“Securities”)


          

        

         

      

    

    Reference
is made to the Indenture, dated as of May 12, 2009 (the “Indenture”), between
Ingles Markets, Incorporated, a North Carolina corporation (“Company”), and U.S.
Bank, National Association, as Trustee.  Terms used herein and defined
in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the
“Securities
Act”) are used herein as so defined.

     

    This
certificate relates to US$_____________ principal amount of Securities, which
are evidenced by the following certificate(s) (the “Specified
Securities”):

     

    CUSIP
No(s). ___________________________

     

    Certificate
No(s). _____________________

     

    The person
in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified
Securities or (ii) it is acting on behalf of all the beneficial owners of the
Specified Securities and is duly authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner.”  If the
Specified Securities are represented by a Global Security, they are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner.  If the Specified Securities are not represented
by a Global Security, they are registered in the name of the Undersigned, as or
on behalf of the Owner.

     

    The Owner
has requested that the Specified Securities be exchanged for Securities bearing
no Private Placement Legend pursuant to Section 3.07(b) of
the Indenture.  The Owner acknowledges that any future transfers of
the Specified Securities must comply with all applicable securities laws of the
states of the United States and other jurisdictions.

     

    
      
        
        

      

      
        Ex.
C-1

        
          

        

      

      
        
        

      

    

     

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers.

     

    Dated:

     

    (Print the
name of the Undersigned, as such term is defined in the second paragraph of this
certificate.)

     

     

    
      
        
          
            
              
                
                  	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

       

    

     

    (If the
Undersigned is a corporation, partnership or fiduciary, the title of the person
signing on behalf of the Undersigned must be stated.)

     

     

    
      
        
        

      

      
        Ex.
C-2

        
          

        

      

      
        
        

      

    

     

    APPENDIX I

     

    [FORM OF
TRANSFER NOTICE]

     

    FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

     

    Insert
Taxpayer Identification
No. ___________________________________________________________________________________________________________________________________________________________________________________

    
       

       

        
          

        

      

       

       

      
        

      

       

       

      
        

      
(Please
print or typewrite name and address including zip code of assignee)

     

    


    the within
Security and all rights thereunder, hereby irrevocably constituting and
appointing

     

     

    
      

    

     

    attorney
to transfer such Security on the books of the Company with full power of
substitution in the premises.

     

    
      
        
        

      

      
        App.
I-1

        
          

        

      

      
        
        

      

    

     

    [THE
FOLLOWING PROVISION TO BE INCLUDED

    ON ALL
CERTIFICATES FOR SECURITIES

    EXCEPT
PERMANENT OFFSHORE PHYSICAL CERTIFICATES]

     

    In
connection with any transfer of this Security occurring prior to the date which
is the earlier of the date of an effective Registration Statement or May 12,
2011, the undersigned confirms that without utilizing any general solicitation
or general advertising that:

     

    [Check
One]

     

    
      	
              
      (a)

            	
              this
      Security is being transferred in compliance with the exemption from
      registration under the Securities Act of 1933, as amended, provided by
      Rule 144A thereunder.

            


    

     

    or

    
       

      
        	
                
      (b)

              	
                

                  this
      Security is being transferred other than in accordance with (a) above and
      documents are being furnished which comply with the conditions of transfer
      set forth in this Security and the
  Indenture.

                

              


      

    

     

    If none of
the foregoing boxes is checked, the Trustee or other Security Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.

     

     

    
      
        
          
            
              
                
                  	Date:	
                           

                        	 	 
      
	 	 
      	 	
                          NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the within-mentioned instrument in every particular, without
      alteration or any change
whatsoever.

                        


                

              

            

          

        

      

    

    


     

    Signature
Guarantee: _________________________________________________________________________

     

    [Signature
must be guaranteed by an eligible Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions) with membership in an approved
guarantee medallion program pursuant to Securities and Exchange Commission Rule
17Ad-15]

     

    TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

     

    
      
        
        

      

      
        App.
I-2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	Date:  	
                                                                                          

                        	 	 
      
	 	 
      	 	
                          NOTICE:  To
      be executed by an authorized
signatory.

                        


                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        App.
I-3

        
          

        

      

      
        
        

      

    

     

    APPENDIX
II

     

    FORM OF
TRANSFEREE CERTIFICATE

     

    I or we
assign and transfer this Security to:

     

    Please
insert social security or other identifying number of assignee
__________________________________________________________________________________________________________________________________________________________

     

     

    
      
        

      



    
      
        

      

 

    
      
Print or
type name, address and zip code of assignee

     

    and
irrevocably
appoint ___________________________________________________________________________________________________________________________________________________________________________________________

    [Agent],
to transfer this Security on the books of the Company.  The Agent may
substitute another to act for him.

     

    
      
        
          
            
              
                
                  
                    
                      	Dated	
                               

                            	 	Signed	
                                                                 

                            
	 	 
      	 	 	
                              (Sign
      exactly as name appears on the other side of this
  Security)

                            


                    

                  

                

              

            

          

        

      

    

    


    [Signature
must be guaranteed by an eligible Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions) with membership in an approved
guarantee medallion program pursuant to Securities and Exchange Commission Rule
17 Ad-15]

     

    
App.
II-1