Exhibit 4.1  




DAVE
AND BUSTER'S, INC., 


THE
GUARANTORS PARTIES HERETO, 


AND 


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


as
Trustee 


111/4%
Senior Notes due 2014 




INDENTURE 


Dated
as of March 8, 2006 










   CROSS-REFERENCE TABLE  



	TIA

Section
 
	 	 
	 	Indenture

Section

	310	(a)(1)	 	 	7.10
	 	(a)(2)	 	 	7.10
	 	(a)(3)	 	 	N.A.
	 	(a)(4)	 	 	N.A.
	 	(a)(5)	 	 	7.10
	 	(b)	 	 	7.3; 7.8; 7.10
	 	(c)	 	 	N.A.
	311	(a)	 	 	7.11
	 	(b)	 	 	7.11
	 	(c)	 	 	N.A.
	312	(a)	 	 	2.5
	 	(b)	 	 	11.3
	 	(c)	 	 	11.3
	313	(a)	 	 	7.6
	 	(b)(1)	 	 	N.A.
	 	(b)(2)	 	 	7.6
	 	(c)	 	 	7.6
	 	(d)	 	 	7.6
	314	(a)	 	 	3.2; 11.5
	 	(b)	 	 	N.A.
	 	(c)(1)	 	 	11.4
	 	(c)(2)	 	 	11.4
	 	(c)(3)	 	 	N.A.
	 	(d)	 	 	N.A.
	 	(e)	 	 	11.5
	 	(f)	 	 	N.A.
	315	(a)	 	 	7.1
	 	(b)	 	 	7.5; 11.2
	 	(c)	 	 	7.1
	 	(d)	 	 	7.1
	 	(e)	 	 	6.11
	316	(a)(last sentence)	 	 	11.6
	 	(a)(1)(A)	 	 	6.5
	 	(a)(1)(B)	 	 	6.4
	 	(a)(2)	 	 	N.A.
	 	(b)	 	 	6.7
	 	(c)	 	 	9.4
	317	(a)(1)	 	 	6.8
	 	(a)(2)	 	 	6.9
	 	(b)	 	 	2.4
	318	(a)	 	 	11.1





        N.A. means Not Applicable. 




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


i







 
TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I Definitions and Incorporation by Reference	 	1
	 	
 SECTION 1.1.	
 	

Definitions	
 	

1
	 	SECTION 1.2.	 	Incorporation by Reference of Trust Indenture Act	 	24
	 	SECTION 1.3.	 	Rules of Construction	 	24
	

ARTICLE II The Notes	
 	

25
	 	
 SECTION 2.1.	
 	

Form, Dating and Terms	
 	

25
	 	SECTION 2.2.	 	Execution and Authentication	 	33
	 	SECTION 2.3.	 	Registrar and Paying Agent	 	34
	 	SECTION 2.4.	 	Paying Agent To Hold Money in Trust	 	34
	 	SECTION 2.5.	 	Holder Lists	 	34
	 	SECTION 2.6.	 	Transfer and Exchange.	 	35
	 	SECTION 2.7.	 	Form of Certificate to be Delivered upon Termination of Restricted Period	 	37
	 	SECTION 2.8.	 	Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors	 	38
	 	SECTION 2.9.	 	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	 	39
	 	SECTION 2.10.	 	Mutilated, Destroyed, Lost or Stolen Notes	 	40
	 	SECTION 2.11.	 	Outstanding Notes	 	41
	 	SECTION 2.12.	 	Temporary Notes	 	41
	 	SECTION 2.13.	 	Cancellation	 	41
	 	SECTION 2.14.	 	Payment of Interest; Defaulted Interest	 	42
	 	SECTION 2.15.	 	Computation of Interest	 	43
	 	SECTION 2.16.	 	CUSIP Numbers	 	43
	

ARTICLE III Covenants	
 	

44
	 	
 SECTION 3.1.	
 	

Payment of Notes	
 	

44
	 	SECTION 3.2.	 	SEC Reports	 	44
	 	SECTION 3.3.	 	Limitation on Indebtedness	 	45
	 	SECTION 3.4.	 	Limitation on Restricted Payments	 	48
	 	SECTION 3.5.	 	Limitation on Liens	 	52
	 	SECTION 3.6.	 	Limitation on Sale/Leaseback Transactions	 	53
	 	SECTION 3.7.	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	53
	 	SECTION 3.8.	 	Limitation on Sales of Assets and Subsidiary Stock	 	55
	 	SECTION 3.9.	 	Limitation on Transactions with Affiliates	 	57
	 	SECTION 3.10.	 	Change of Control	 	58
	 	SECTION 3.11.	 	Future Guarantors	 	60
	 	SECTION 3.12.	 	Limitation on Lines of Business	 	60
	 	SECTION 3.13.	 	Payments for Consent	 	60
	 	SECTION 3.14.	 	Maintenance of Office or Agency	 	61
	 	SECTION 3.15.	 	Money for Note Payments to Be Held in Trust	 	61
	 	SECTION 3.16.	 	Corporate Existence	 	62
	 	SECTION 3.17.	 	Payment of Taxes and Other Claims	 	62
	 	SECTION 3.18.	 	Maintenance of Properties	 	62
	 	SECTION 3.19.	 	Compliance with Laws	 	63
	 	 	 	 	 



ii







 

	 	SECTION 3.20.	 	Compliance Certificate	 	63
	 	SECTION 3.21.	 	Additional Interest Notices	 	63
	

ARTICLE IV Successor Company and Successor Guarantor	
 	

63
	 	
 SECTION 4.1.	
 	

Merger and Consolidation	
 	

63
	

ARTICLE V Redemption of Notes	
 	

64
	 	
 SECTION 5.1.	
 	

Optional Redemption	
 	

64
	 	SECTION 5.2.	 	Applicability of Article	 	65
	 	SECTION 5.3.	 	Election to Redeem; Notice to Trustee	 	65
	 	SECTION 5.4.	 	Selection by Trustee of Notes to Be Redeemed	 	65
	 	SECTION 5.5.	 	Notice of Redemption	 	65
	 	SECTION 5.6.	 	Deposit of Redemption Price	 	66
	 	SECTION 5.7.	 	Notes Payable on Redemption Date	 	66
	 	SECTION 5.8.	 	Notes Redeemed in Part	 	66
	

ARTICLE VI Defaults and Remedies	
 	

67
	 	
 SECTION 6.1.	
 	

Events of Default	
 	

67
	 	SECTION 6.2.	 	Acceleration	 	68
	 	SECTION 6.3.	 	Other Remedies	 	69
	 	SECTION 6.4.	 	Waiver of Past Defaults	 	69
	 	SECTION 6.5.	 	Control by Majority	 	69
	 	SECTION 6.6.	 	Limitation on Suits	 	70
	 	SECTION 6.7.	 	Rights of Holders to Receive Payment	 	70
	 	SECTION 6.8.	 	Collection Suit by Trustee	 	70
	 	SECTION 6.9.	 	Trustee May File Proofs of Claim	 	70
	 	SECTION 6.10.	 	Priorities	 	71
	 	SECTION 6.11.	 	Undertaking for Costs	 	71
	

ARTICLE VII Trustee	
 	

71
	 	
 SECTION 7.1.	
 	

Duties of Trustee	
 	

71
	 	SECTION 7.2.	 	Rights of Trustee	 	72
	 	SECTION 7.3.	 	Individual Rights of Trustee	 	73
	 	SECTION 7.4.	 	Trustee's Disclaimer	 	73
	 	SECTION 7.5.	 	Notice of Defaults	 	73
	 	SECTION 7.6.	 	Reports by Trustee to Holders	 	74
	 	SECTION 7.7.	 	Compensation and Indemnity	 	74
	 	SECTION 7.8.	 	Replacement of Trustee	 	74
	 	SECTION 7.9.	 	Successor Trustee by Merger	 	75
	 	SECTION 7.10.	 	Eligibility; Disqualification	 	75
	 	SECTION 7.11.	 	Preferential Collection of Claims Against Company	 	75
	

ARTICLE VIII Discharge of Indenture; Defeasance	
 	

76
	 	
 SECTION 8.1.	
 	

Discharge of Liability on Notes; Defeasance	
 	

76
	 	SECTION 8.2.	 	Conditions to Defeasance	 	77
	 	SECTION 8.3.	 	Application of Trust Money	 	78
	 	SECTION 8.4.	 	Repayment to Company	 	78
	 	SECTION 8.5.	 	Indemnity for U.S. Government Obligations	 	78
	 	 	 	 	 





iii







 

	 	SECTION 8.6.	 	Reinstatement	 	79
	

ARTICLE IX Amendments	
 	

79
	 	
 SECTION 9.1.	
 	

Without Consent of Holders	
 	

79
	 	SECTION 9.2.	 	With Consent of Holders	 	80
	 	SECTION 9.3.	 	Compliance with Trust Indenture Act	 	80
	 	SECTION 9.4.	 	Revocation and Effect of Consents and Waivers	 	81
	 	SECTION 9.5.	 	Notation on or Exchange of Notes	 	81
	 	SECTION 9.6.	 	Trustee To Sign Amendments	 	81
	

ARTICLE X Note Guarantees	
 	

82
	 	
 SECTION 10.1.	
 	

Guarantees	
 	

82
	 	SECTION 10.2.	 	Limitation on Liability; Termination, Release and Discharge.	 	83
	 	SECTION 10.3.	 	Right of Contribution	 	84
	 	SECTION 10.4.	 	No Subrogation	 	84
	 	SECTION 10.5.	 	Execution and Delivery of Note Guarantee	 	84
	

ARTICLE XI Miscellaneous	
 	

84
	 	
 SECTION 11.1.	
 	

Trust Indenture Act Controls	
 	

84
	 	SECTION 11.2.	 	Notices	 	85
	 	SECTION 11.3.	 	Communication by Holders with other Holders	 	85
	 	SECTION 11.4.	 	Certificate and Opinion as to Conditions Precedent	 	85
	 	SECTION 11.5.	 	Statements Required in Certificate or Opinion	 	85
	 	SECTION 11.6.	 	When Notes Disregarded	 	86
	 	SECTION 11.7.	 	Rules by Trustee, Paying Agent and Registrar	 	86
	 	SECTION 11.8.	 	Legal Holidays	 	86
	 	SECTION 11.9.	 	Governing Law	 	86
	 	SECTION 11.10.	 	No Recourse Against Others	 	86
	 	SECTION 11.11.	 	Successors	 	86
	 	SECTION 11.12.	 	Multiple Originals	 	86
	 	SECTION 11.13.	 	Variable Provisions	 	86
	 	SECTION 11.14.	 	Qualification of Indenture	 	86
	 	SECTION 11.15.	 	Table of Contents; Headings	 	86




EXHIBITS  



	EXHIBIT A	 	Form of the Series A Note
	EXHIBIT B	 	Form of the Series B Note
	EXHIBIT C	 	Form of Notation of Guarantee
	EXHIBIT D	 	Form of Indenture Supplement to Add Guarantors




iv










        INDENTURE dated as of March 8, 2006 among Dave & Busters, Inc., a Missouri corporation (the "Company"), the Guarantors (as
defined herein) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the "Trustee"). 


Recitals Of The Company



        The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) the Company's 111/4% Senior Notes, Series A,
due 2014, issued on the Issue Date (the "Initial Notes") and the guarantee thereof by the Guarantors, (ii) if and when issued, an unlimited principal amount of additional 111/4%
Senior Notes, Series A, due 2014 that may be offered from time to time subsequent to the Issue Date in a non-registered offering or 111/4% Senior Notes, Series B, due 2014
in a registered offering of the Company that may be offered from time to time subsequent to the Issue Date (the "Additional Notes") and the guarantee
thereof by certain of the Company's Subsidiaries and (iii) if and when issued, the Company's 111/4% Senior Notes, Series B, due 2014 and the guarantees thereof by certain
of the Company's Subsidiaries that may be issued from time to time in exchange for Initial Notes or Additional Notes pursuant to a Registration Rights Agreement (as hereinafter defined, the
"Exchange Notes" and together with the Initial Notes and Additional Notes, the "Notes"). $175,000,000 in
aggregate principal amount of Initial Notes shall be initially issued on the date hereof. 



        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders: 


ARTICLE I
 Definitions and Incorporation by Reference


        SECTION 1.1    Definitions.    


        "Acquired Indebtedness" means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with, or in anticipation
or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (i) of the preceding
sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the preceding sentence, on the date of consummation of such acquisition of assets;
provided, however, that Indebtedness of such Person acquired or assumed in connection with such acquisition of assets that is redeemed, defeased, retired or otherwise repaid at the time of or
immediately upon consummation of the transactions by which such Person merges with or into or becomes a Restricted Subsidiary of such Person or such assets are acquired shall not be Acquired
Indebtedness. 


        "Additional Assets" means (i) any assets (other than assets that are qualified as current assets under GAAP), property, plant or equipment
(excluding working capital for the avoidance of doubt) to be used by the Company or a Restricted Subsidiary in a Related Business; (ii) assets (other than assets that are qualified as current
assets under GAAP), property and/or the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary;
(iii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; or (iv) capital expenditures used or useful in a Related Business,  provided, however, that, in the case of clauses (ii) and (iii), such Restricted Subsidiary is primarily engaged in a Related Business. 


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







 



        "Asset Disposition" means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of
business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a
Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction. 


        Notwithstanding
the preceding, the following items shall not be deemed to be Asset Dispositions: (i) a disposition of assets by a Restricted Subsidiary to the Company or by the
Company or a Restricted Subsidiary to a Restricted Subsidiary; (ii) the sale or other disposition of cash or Cash Equivalents in the ordinary course of business; (iii) the sale, lease,
discount of products, services or accounts receivable in the ordinary course of business, including a disposition of inventory in the ordinary course of business; (iv) a disposition of damaged,
obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business; (v) transactions permitted under Article IV or any disposition that constitutes a Change of Control; (vi) an issuance of Equity Interests by a Restricted Subsidiary
to the Company or to a Wholly Owned Subsidiary; (vii) for purposes of Section 3.8 only, (a) the making of a Permitted Investment
(provided that any cash or Cash Equivalents received in such Asset Disposition shall be treated as Net Available Cash) or (b) a disposition subject to  Section 3.4; (viii) an Asset Swap
effected in compliance with Section 3.8;
(ix) dispositions of assets in a single transaction or series of related transactions with an aggregate fair market value of less than $1.0 million; (x) the creation of a Permitted Lien
and dispositions in connection with Permitted Liens; (xi) dispositions of Investments or receivables, in each case in connection with the compromise, settlement or collection thereof in the
ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (xii) the issuance by a Restricted Subsidiary of Preferred Stock that is
permitted by the covenant described in Section 3.3; (xiii) the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;
(xiv) the unwinding of any Hedging Obligations; (xv) the sale of Permitted Investments (other than sales of Equity Interests of any of the Company's Restricted Subsidiaries) made by the
Company or any Restricted Subsidiary after the Issue Date, if such Permitted Investments were (a) received in exchange for, or purchased out of the Net Cash Proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or (b) received in the form of, or were purchased from the
proceeds of, a substantially concurrent contribution of common equity capital to the Company; provided that any such proceeds or contributions in
clauses (a) and (b) will be excluded from clause (c)(ii) of the Section 3.4(a); (xvi) foreclosure on assets; and
(xvii) the sale or other Investment of Equity Interests of, or any Investment in, any Unrestricted Subsidiary. 


        "Asset Swap" means concurrent purchase and sale or exchange of Related Business Assets between the Company or any of its Restricted
Subsidiaries and another Person; provided that any cash received must be applied in accordance with  Section 3.4. 



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


2







 



        "Average Life" means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or
similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (ii) the sum of all such payments. 



        "Bankruptcy Law" means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. 


        "Board of Directors" means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a
partnership, the board of directors or other governing body of the general partner or such Person) or any duly authorized committee thereof. 


        "Board Resolution" means a copy of a resolution or unanimous written consent certified by the Secretary or an Assistant Secretary of a
company to have been duly adopted by the Board of Directors of such company and to be in full force and effect on the date of such certification, and delivered to the Trustee. 


        "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are
authorized or required by law to close. 


        "Capital Stock" of any Person means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible or exchangeable into Capital Stock, whether or not
such debt securities include any right of participation with Capital Stock, including, in each case, Preferred Stock. 


        "Capitalized Lease Obligations" means an obligation that is required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation at the time any determination
thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty. 


        "Cash Equivalents" means: (i) securities issued or directly and fully guaranteed or insured by the United States Government or any
agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having
maturities of not more than one year from the date of acquisition; (ii) marketable general obligations issued by any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of "A" or better from either
Standard & Poor's Ratings Services or Moody's Investors Service, Inc.; (iii) certificates of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers'
acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at
least "A" or the equivalent thereof by Standard & Poor's Ratings Services, or "A" 


3







 



or
the equivalent thereof by Moody's Investors Service, Inc., and having combined capital and surplus in excess of $500 million; (iv) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses (i), (ii) and (iii) entered into with any bank meeting the qualifications specified in clause (iii)
above; (v) commercial paper rated at the time of acquisition thereof at least "A-2" or the equivalent thereof by Standard & Poor's Ratings Services or "P-2" or the equivalent thereof by
Moody's Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any
case maturing within one year after the date of acquisition thereof; and (vi) interests in any investment company or money market fund which invests 95% or more of its assets in instruments of
the type specified in clauses (i) through (v) above. 


        "Change of Control" means the occurrence of any of the following: 


        (1)   the
Company becomes aware that any "person" or "group" of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than one
or more Permitted Holders has become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have "beneficial
ownership" of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than
50% of the total voting power of the Voting Stock of the Company or Holdings (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this
clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company or Holdings held by a parent entity, if such person or group "beneficially owns" (as defined above),
directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent entity); or 


        (2)   the
first day on which a majority of the members of the Board of Directors of the Company or Holdings are not Continuing Directors; or 



        (3)   the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of Holdings' or the Company's and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) other than a Permitted Holder; or 


        (4)   the
adoption by the stockholders of the Company or Holdings of a plan or proposal for the liquidation or dissolution of the Company or Holdings. 



        "Clearstream" means Clearstream Banking, société anonyme, or any successor securities clearing agency. 


        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Commodity Agreement" means any commodity futures contract, commodity option or other similar agreement or arrangement entered into by the
Company or any Restricted Subsidiary designed to protect the Company or any Restricted Subsidiaries against fluctuations in the price of commodities actually used in the ordinary course of business of
the Company and its Restricted Subsidiaries. 


        "Common Stock" means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock. 


4







 



        "Consolidated Coverage Ratio" means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate
amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are in
existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however,
that: 


        (1)   if
the Company or any Restricted Subsidiary: 



        (a)   has
Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma
basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit
facility outstanding on the date of such calculation shall be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of
creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness
as if such discharge had occurred on the first day of such period; or 


        (b)   has
repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such repayment, repurchase, defeasance or other discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge
had occurred on the first day of such period; 




        (2)   if
since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition or disposed of any company, division, operating
unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Disposition: 



        (a)   the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the
subject of such disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and 


        (b)   Consolidated
Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged (including, but not limited to, through the assumption of such Indebtedness by another Person if the Company
and its Restricted Subsidiaries are no longer liable for such Indebtedness after the assumption thereof) with respect to the Company and its continuing Restricted Subsidiaries in connection with such
disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale); 



5







 





        (3)   if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or
any Person which becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction
causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business,
Consolidated EBITDA (plus adjustments which will only include annualized cost savings achievable within 180 days and which shall be itemized in an Officer's Certificate delivered to the Trustee by the
chief financial officer of the Company) and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if
such Investment or acquisition occurred on the first day of such period; and 


        (4)   if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have Incurred any Indebtedness or discharged any Indebtedness, made any Asset Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period. 


        For
purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination
had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12
months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company or any Restricted Subsidiary, the interest rate shall be calculated by applying
such optional rate chosen by the Company or such Restricted Subsidiary. 


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


        (1)   Consolidated
Interest Expense; plus 


        (2)   Consolidated
Income Taxes; plus 


        (3)   consolidated
depreciation expense; plus 


        (4)   consolidated
amortization expense or impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 "Goodwill and Other
Intangibles" and Financial Accounting Standard No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets;" plus 



        (5)   other
non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any
future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); plus 


        (6)   fees,
expenses and charges resulting from the Transactions described in the Offering Memorandum; plus 


        (7)   the
aggregate amount of cash Preopening Costs incurred during such period in an aggregate amount not to exceed $3.0 million in any period; plus 


6







 



        (8)   payments
made pursuant to the Expense Reimbursement Agreement as in effect on the Issue Date not to exceed $750,000 during any fiscal year; less 


        (9)   noncash
items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or reserve for,
anticipated cash charges made in any prior period). 


        Notwithstanding
the preceding sentence, clauses (2) through (5), (7) and (9) relating to amounts of a Restricted Subsidiary of a Person shall be added to Consolidated Net Income
to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net
Income of such Person and, to the extent the amounts set forth in clauses (2) through (5), (7) and (9) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if
such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 


        "Consolidated Income Taxes" means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to
be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries
(to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental
authority. 


        "Consolidated Interest Expense" means, for any period, the total interest expense of the Company and its consolidated Restricted
Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense: 


        (1)   interest
expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the
relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the interest component of any deferred payment obligations; 


        (2)   amortization
of debt discount and debt issuance cost (provided that any amortization of bond premium shall be credited to
reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense); 


        (3)   non-cash
interest expense; 


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


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


        (6)   costs
associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations
result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated
Net Income; 


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


7







 



        (8)   the
product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of
such Person or on Preferred Stock of its Restricted Subsidiaries that are not Guarantors payable to a party other than the Company or a Wholly Owned Subsidiary, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP; 


        (9)   Receivables
Fees; and 


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


        For
the purpose of calculating the Consolidated Coverage Ratio in connection with the Incurrence of any Indebtedness described in the final paragraph of the definition of "Indebtedness",
the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (10) above) relating to any Indebtedness of the
Company or any Restricted Subsidiary described in the final paragraph of the definition of "Indebtedness." 



        For
purposes of the foregoing, total interest expense shall be determined (i) after giving effect to any net payments made or received by the Company and its Subsidiaries with
respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Company. Notwithstanding anything to the contrary
contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which the Company or its Restricted Subsidiaries may sell, convey or
otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense. 



        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries
determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income: 


        (1)   any
net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that: 



        (a)   subject
to the limitations contained in clauses (3), (4) and (5) below, the Company's equity in the net income of any such Person for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and 


        (b)   the
Company's equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period shall be included in determining such Consolidated Net
Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary; 



8







 





        (2)   any
net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that: 



        (a)   subject
to the limitations contained in clauses (3), (4) and (5) below, the Company's equity in the net income of any such Restricted Subsidiary for such period
shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another
Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and 


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




        (3)   any
gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated Restricted Subsidiaries (including
pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital
Stock of any Person; 


        (4)   any
extraordinary gain or loss; and 


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


Corporate
overhead expenses payable by Holdings described in clause (9) of Section 3.4(b), the funds for which are provided by the Company
and/or its Restricted Subsidiaries, shall be deducted in calculating the Consolidated Net Income of the Company and its Restricted Subsidiaries. 


        "Consolidated Net Tangible Assets" means Consolidated Total Assets after deducting: (i) all current liabilities; (ii) any
item representing investments in Unrestricted Subsidiaries; and (iii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles. 



        "Consolidated Total Assets" as of any date of determination, means the total amount of assets which would appear on a consolidated balance
sheet of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. 


        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company or Holdings, as the
case may be, who: (1) was a member of such Board of Directors on the date of this Indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of
a majority of the Continuing Directors who were members of the relevant Board at the time of such nomination or election. 



        "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 600 North Pearl Street, Suite 420, Dallas, Texas 75201, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company). 


9









   
        "Credit Facility" means, with respect to the Company or any Guarantor, one or more debt facilities (including, without limitation, the
Senior Secured Credit Agreement or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced (whether or not contemporaneously) or refinanced (including increasing the amount of available borrowings thereunder
(provided that such increase in borrowings is permitted by Section 3.3) (including by means of
sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or
agents or other lenders and whether provided under the original Senior Secured Credit Agreement or any other credit or other agreement or indenture). 



        "Currency Agreement" means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option
contract or other similar agreement as to which such Person is a party or a beneficiary. 


        "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 


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



        "Defaulted Interest" shall have the meaning set forth in Section 2.14. 


        "Definitive Notes" means certificated securities. 


        "Depositary" means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository
institution hereinafter appointed by the Company. 


        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise; (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a
Restricted Subsidiary); or (3) is redeemable at the option of the holder of the Capital Stock in whole or in part; in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes outstanding, provided that only the portion of Capital
Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified
Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in this
Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the
Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to
compliance by the Company with the provisions contained in Sections 3.8 and 3.10 of this
Indenture and such repurchase or redemption complies with Section 3.4 of this Indenture. 


        "Domestic Subsidiary" means any Restricted Subsidiary that is organized under the laws of the United States of America or any state
thereof or the District of Columbia and any Subsidiary of such Restricted Subsidiary, other than any Restricted Subsidiary that is a Foreign Subsidiary. 


10







 



        "Equity Interests" means Capital Stock and all warrants, options, profits, interests, equity appreciation rights or other rights to
acquire or purchase Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 


        "Equity Offering" means (i) an offering for cash by the Company or Holdings, as the case may be, of its Common Stock, or options,
warrants or rights with respect to its Common Stock, or (ii) a cash capital contribution to the Company or any of its Restricted Subsidiaries, in each case other than (x) public
offerings with respect to the Company's or Holdings', as the case may be, Common Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary
or (z) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control. 


        "Euroclear" means Euroclear Bank S.A./N.V. or any successor securities clearing agency. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations of the SEC promulgated thereunder. 


        "Exchange Offer" shall have the meaning set forth in the Registration Rights Agreement. 


        "Exchange Securities" shall have the meaning set forth in the Registration Rights Agreement. 


        "Expense Reimbursement Agreement" means the Expense Reimbursement Agreement between the Company, Wellspring Capital Management LLC and HBK
Investments L.P. (and their permitted successors and assigns thereunder) as in effect on the Issue Date. 


        "Fiscal Year" means the fiscal year of the Company ending on the Sunday after the Saturday closest to January 31 of each year or
such other fiscal year as may be determined by the Company and the Board of Directors and of which the Trustee shall receive written notice pursuant to  Section 3.20 hereof. 



        "Foreign Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States of America or any state
thereof or the District of Columbia and any Subsidiary of such Restricted Subsidiary. 


        "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the date of this Indenture,
including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP. 


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


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


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



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


11







 

        "Guarantor" means each Restricted Subsidiary (other than Foreign Subsidiaries) in existence on the Issue Date that provides a Note
Guarantee on the Issue Date (and any other Restricted Subsidiary that provides a Note Guarantee in accordance with this Indenture); provided that upon
release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance with this Indenture, such Restricted Subsidiary shall cease to be a Guarantor, 


        "Guarantor Pari Passu Indebtedness" means Indebtedness of a Guarantor that ranks equally in right of payment to its Note Guarantee. 


        "Guarantor Subordinated Obligation" means, with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding on the
Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the obligations of such Guarantor under its Note Guarantee pursuant to a written agreement. 



        "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or
Commodity Agreement. 


        "Holder" means a Person in whose name a Note is registered on the Registrar's books. 


        "Holdings" means WS Midway Holdings, Inc., a Delaware corporation. 


        "Incur" means issue, create, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative to the
foregoing. 


        "Indebtedness" means, with respect to any Person on any date of determination (without duplication): (i) the principal of and
premium (if any) in respect of indebtedness of such Person for borrowed money; (ii) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) the principal component of all obligations of such Person in respect of letters of credit, bankers' acceptances or other similar
instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of
Incurrence); (iv) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more
than six months after the date of placing such property in service or taking delivery and title thereto; (v) Capitalized Lease Obligations and all Attributable Indebtedness of such Person;
(vi) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect
to any Subsidiary that is not a Guarantor, any Preferred Stock; (vii) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness shall be the lesser of (A) the fair market
value of such asset at such date of determination and (B) the amount of such Indebtedness of such other Persons; (viii) the principal component of Indebtedness of other Persons to the
extent Guaranteed by such Person; and (ix) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations
to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). 


12







 



The
amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at such date. Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness
in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be "Indebtedness" provided that such money is held to secure
the payment of such interest. 


        In
addition, "Indebtedness" of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if: 


        (1)   such
Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a "Joint
Venture"); 


        (2)   such
Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a "General Partner");
and 


        (3)   there
is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of
such Person; and then such Indebtedness shall be included in an amount not to exceed: 



        (a)   the
lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or
operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or 


        (b)   if
less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a
Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount. 




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



        "Interest Rate Agreement" means, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to
which such Person is party or a beneficiary. 


        "Investment" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any
direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of Guarantee or similar
arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and
all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following
shall be deemed to be an Investment: 


        (1)   Hedging
Obligations entered into in the ordinary course of business and in compliance with this Indenture; 


        (2)   endorsements
of negotiable instruments and documents in the ordinary course of business; and 


        (3)   an
acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of
the Company. 


13







 



        For
purposes of Section 3.4, (i) "Investment" shall include the portion (proportionate to the Company's equity interest in a
Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to
continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company's "Investment" in such Subsidiary at the time of such redesignation
less (b) the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the
Company in good faith) of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary; (ii) any property transferred to or from an Unrestricted Subsidiary shall
be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company; and (iii) if the Company or any Restricted
Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value (as conclusively determined by the Board of Directors of the
Company in good faith) of the Capital Stock of such Subsidiary not sold or disposed of. 


        "Issue Date" means March 8, 2006. 


        "Legal Holiday" has the meaning ascribed to it in Section 11.8. 



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


        "Merger Agreement" means the Agreement and Plan of Merger by and among Dave & Buster's, Inc., WS Midway Acquisition Sub, Inc. and
Holdings, dated as of December 8, 2005. 


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


        (1)   all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Federal, state, provincial,
foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of
such Asset Disposition; 


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


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



        (4)   the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of
in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition. 


14







 



        "Net Cash Proceeds" with respect to any issuance or sale of Capital Stock means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection
with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements);  provided that the cash proceeds of an Equity Offering by Holdings shall not be deemed Net Cash Proceeds, except to the extent such cash proceeds are
contributed to the Company. 


        "Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary that is not a Guarantor. 


        "Non Recourse Debt" means Indebtedness of a Person: 


        (1)   as
to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee,
indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); 


        (2)   no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to
be accelerated or payable prior to its stated maturity; and 


        (3)   the
explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries. 


        "Note Guarantee" means, individually, any Guarantee of payment of the Notes and Exchange Securities issued in a registered Exchange Offer
pursuant to the Registration Rights Agreement by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Guarantee
will be substantially in the form of Exhibit C hereto. 


        "Note Register" means the register of Notes, maintained by the Registrar, pursuant to  Section 2.3. 


        "Notes" means the Notes issued under this Indenture. 



        "Notes Custodian" means the custodian with respect to the Global Notes (as appointed by the Depositary), or any successor Person thereto
and shall initially be the Trustee. 


        "Offering Memorandum" means the Offering Memorandum, dated March 3, 2006 relating to the issuance of the Notes. 


        "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President,
the Treasurer or the Secretary of the Company. Officer of any Guarantor has a correlative meaning. 



        "Officers' Certificate" means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company. 


        "Opinion
of Counsel" means a written opinion from legal counsel (that is subject to customary qualifications and assumptions). The counsel may be an employee of or counsel to the Company
or the Trustee. 


        "Pari Passu Indebtedness" means Indebtedness that ranks equally in right of payment to the Notes. 



        "Permitted Holders" means Wellspring Capital Management LLC ("Wellspring"), investment funds managed by Wellspring, partners of Wellspring
and any Affiliates or Related Persons thereof. 


15







 



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



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


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


        (3)   cash
and Cash Equivalents; 


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



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


        (6)   to
the extent permitted by applicable law, loans or advances to employees (other than executive officers) of the Company and its Restricted Subsidiaries made in the
ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary in an aggregate amount at any one time outstanding not to exceed $2.5 million (loans or
advances that are forgiven shall continue to be deemed outstanding); 


        (7)   Equity
Interests, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; 


        (8)   Investments
made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with  Section 3.8; 


        (9)   Investments
in existence on the Issue Date; 


        (10) Currency
Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with  Section 3.3; 


        (11) Investments
by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (11), in an aggregate amount at the
time of such Investment not to exceed $15.0 million outstanding at any one time (with the fair market value of such Investment being measured at the time made and without giving effect to
subsequent changes in value); 


        (12) Guarantees
issued in accordance with Section 3.3; 


        (13) any
Asset Swap made in accordance with Section 3.8; 


        (14) any
acquisition of assets or Equity Interests solely in exchange for, or out of the Net Cash Proceeds received from, the substantially contemporaneous issuance of
Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such Net Cash Proceeds that are utilized for any such
Investment pursuant to this clause (14) will be excluded from clause (c)(ii) of Section 3.4(a); 


        (15) endorsements
of negotiable instruments and documents in the ordinary course of business; and 


16







 



        (16) pledges
or deposits permitted under clause (2) of the definition of Permitted Liens. 


        "Permitted Liens" means, with respect to any Person: 


        (1)   Liens
securing Indebtedness and other obligations under the Senior Secured Credit Agreement and related Hedging Obligations and liens on assets of Restricted
Subsidiaries securing Guarantees of Indebtedness and other obligations of the Company under the Senior Secured Credit Agreement permitted to be Incurred under this Indenture in an aggregate principal
amount at any one time outstanding not to exceed $160.0 million; 



        (2)   pledges
or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or
United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in
each case Incurred in the ordinary course of business; 


        (3)   Liens
imposed by law, including carriers', warehousemen's, mechanics', materialmen's and repairmen's Liens in each case for sums not yet due or being contested in good
faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof; 


        (4)   Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate
proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof; 


        (5)   Liens
in favor of issuers of surety or performance bonds or letters of credit or bankers' acceptances issued pursuant to the request of and for the account of such
Person in the ordinary course of its business; provided, however, that such letters of credit do not
constitute Indebtedness; 


        (6)   encumbrances,
ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and
other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real
properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; 



        (7)   Liens
securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing
such Hedging Obligation; 


        (8)   leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere
with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 


        (9)   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 have not been finally terminated or the period within which such proceedings may be initiated has not expired; 


17







 



        (10) Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, purchase money obligations or other payments
Incurred to finance the acquisition, lease, improvement or construction of, assets or property acquired or constructed in the ordinary course of business,  provided that: 



        (a)   the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and does not exceed the cost of the
assets or property so acquired or constructed; and 


        (b)   such
Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Company or any
Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto; 




        (11) Liens
arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depositary institution; provided that: 



        (a)   such
deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board; and 


        (b)   such
deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution; 




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


        (13) Liens
existing on the Issue Date, other than Liens Incurred pursuant to clause (1) of this definition; 


        (14) Liens
on property or Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary; provided,  however, that such Liens are not created,
Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted
Subsidiary; provided, further, however, that any such
Lien may not extend to any other property owned by the Company or any Restricted Subsidiary; 



        (15) Liens
on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into
the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred
or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that
such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary; 


        (16) Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary; 


        (17) Liens
securing the Notes and Note Guarantees; 


        (18) Liens
securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so
secured pursuant to clauses (10), (13), (14), (15), (17) and (20), provided that any such Lien is limited to all or part of the same property or
assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure)
the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder; 


        (19) any
interest or title of a lessor under any Capitalized Lease Obligation or operating lease; 


        (20) Liens
under industrial revenue, municipal or similar bonds; 


18







 



        (21) Liens
securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time
not to exceed $5.0 million; and 


        (22) Liens
securing Indebtedness and other obligations of Foreign Subsidiaries that are incurred in accordance with  Section 3.3 in an aggregate principal amount outstanding at any one time not to exceed
$5.0 million. 


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


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


        "Preopening Costs" means "start-up costs" (such term used herein as defined in SOP 98-5 published by the American Institute of
Certified Public Accountants) related to the acquisition, opening and organizing of new restaurants, including, without limitation, the cost of feasibility studies, staff training and recruiting and
travel costs for employees engaged in such start-up activities. 


        "QIB" means any "qualified institutional buyer" (as defined in Rule 144A under the Securities Act). 



        "Receivable" means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to
an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall
include, in any event, any items of property that would be classified as an "account," "chattel paper," "payment intangible" or "instrument" under the Uniform Commercial Code as in effect in the State
of New York and any "supporting obligations" as so defined. 


        "Receivables Fees" means any fees or interest paid to purchasers or lenders providing the financing in connection with a factoring
agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a factoring agreement or
other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary. 


        "Refinancing Indebtedness" means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance," "refinances," and "refinanced" shall have a correlative meaning) any Indebtedness existing on the date of this Indenture
or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary or the Company) including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that: 


        (1)   (a) if
the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated
Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the
Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes; 


19







 



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


        (3)   such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less
than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without
duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred in connection therewith); and 


        (4)   if
the Indebtedness being refinanced is subordinated in right of payment to the Notes or a Subsidiary's Note Guarantee, such Refinancing Indebtedness is subordinated in
right of payment to the Notes or a Subsidiary's Note Guarantee on terms at least as favorable to the holders as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded. 


        "Registration Rights Agreement" means that certain registration rights agreement dated as of the date of this Indenture by and among the
Company, the Guarantors and the initial purchaser set forth therein and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Company and
the other parties thereto as such agreements may be amended from time to time. 


        "Related Business" means (x) any business which is the same as or related, ancillary or complementary to, or a reasonable extension
or expansion of, any of the businesses of the Company and its Restricted Subsidiaries on the date of this Indenture and (y) any unrelated businesses to the extent it is not material to the
Company. 


        "Related Business Assets" means assets used or useful in a Related Business. 


        "Related Person" with respect to any Permitted Holder means: 


        (1)   any
controlling stockholder or a majority (or more) owned Subsidiary of such Permitted Holder or, in the case of an individual, any spouse or immediate family member of
such Permitted Holder, any trust created for the benefit of such individual or such individual's estate, executor, administrator, committee or beneficiaries; or 


        (2)   any
trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a majority (or more) controlling
interest of which consist of such Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1). 


        "Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this Indenture. 


        "Restricted Investment" means any Investment other than a Permitted Investment. 


        "Restricted Note" means a Note that constitutes a "restricted security" within the meaning of Rule 144(a)(3) under the Securities
Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an
opinion of counsel with respect to whether any Note constitutes a Restricted Note. 


        "Restricted Notes Legend" means the Private Placement Legend set forth in clause (A) of  Section 2.1(d) or the Regulation S Legend set forth in
clause (B) of  Section 2.1(d), as applicable. 



        "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. 


20









   
        "Sale/Leaseback Transaction" with respect to any Person means an arrangement relating to property now owned or hereafter acquired whereby
the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 


        "SEC" means the United States Securities and Exchange Commission. 



        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Senior Secured Credit Agreement" means the Credit Agreement to be entered into among Holdings, the Company, as Borrower, 6131646 Canada
Inc., as Canadian Borrower, a documentation agent, a syndication agent, JPMorgan Chase Bank N.A., as Administrative Agent, and the lenders parties thereto from time to time, as the same may be
amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing the amount loaned thereunder  provided that such additional Indebtedness
is Incurred in accordance with Section 3.3);
provided that a Senior Secured Credit Agreement shall not (x) include Indebtedness issued, created or Incurred pursuant to a registered offering of
securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act
or (y) relate to indebtedness that does not consist exclusively of Pari Passu Indebtedness or Guarantor Pari Passu Indebtedness. 


        "Shelf Registration Statement" shall have the meaning set forth in the Registration Rights Agreement. 



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


        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such
principal prior to the date originally scheduled for the payment thereof. 



        "Subordinated Obligation" means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinated or junior in right of payment to the Notes pursuant to a written agreement. 


        "Subsidiary" of any Person means (a) any corporation, association or other business entity (other than a partnership, joint
venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions) or (b) any partnership, joint venture, limited liability company or
similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of
clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or
more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary shall refer to a Subsidiary of the Company. 


        "Subsidiary Guarantees" shall have the meaning set forth in the Registration Rights Agreement. 



        "Successor Company" shall have the meaning assigned thereto in clause (i) of  Section 4.1. 


        "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb), as in effect from time to time. 


        "Transactions" means the transactions contemplated by the Merger Agreement, the initial borrowings under the Senior Secured Credit
Agreement, the issuance of the Notes, the application of the proceeds therefrom and the payment of related fees and expenses. 


21







 



        "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor. 



        "Unrestricted Subsidiary" means: 


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


        (2)   any
Subsidiary of an Unrestricted Subsidiary. 


        The
Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through
merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: 



        (1)   such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any
other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; 


        (2)   all
the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and shall at all times thereafter, consist of Non-Recourse Debt; 


        (3)   such
designation and the Investment of the Company in such Subsidiary complies with Section 3.4; 



        (4)   such
Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the
business of the Company and its Subsidiaries; 


        (5)   such
Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: 



        (a)   to
subscribe for additional Capital Stock of such Person; or 


        (b)   to
maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and 




        (6)   on
the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company. 



        Any
such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving
effect to such designation and an Officers' Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed
to be Incurred as of such date. 


        The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could Incur at least $1.00 of
additional Indebtedness under the first paragraph of Section 3.3 on a pro forma basis taking into account such designation. 


22







 



        "U.S. Government Obligations" means securities that are (a) direct obligations of the United States of America for the timely
payment of which its full faith and credit is pledged or (b) 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 of 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 depositary 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
Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary 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
depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations
evidenced by such depositary receipt. 


        "Voting Stock" of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the
election of directors, managers or trustees, as applicable. 


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


        Other
Definitions. 



	Term
 
	 	Defined in

Section

	"Additional Interest Notice"	 	3.21
	"Additional Notes"	 	Recitals
	"Additional Restricted Notes"	 	2.1(b)
	"Affiliate Transaction"	 	3.9(a)
	"Agent Members"	 	2.1(e)
	"Asset Disposition Offer"	 	3.8(b)
	"Asset Disposition Offer Amount"	 	3.8(c)
	"Asset Disposition Offer Period"	 	3.8(c)
	"Asset Disposition Purchase Date"	 	3.8(c)
	"Authenticating Agent"	 	2.2
	"Change of Control Offer"	 	3.10(b)
	"Change of Control Payment"	 	3.10(b)
	"Change of Control Payment Date"	 	3.10(b)
	"Company Order"	 	2.2
	"covenant defeasance option"	 	8.1(b)
	"Event of Default"	 	6.1
	"Exchange Global Note"	 	2.1(b)
	"Exchange Notes"	 	Recitals
	"Excess Proceeds"	 	3.8(b)
	"Global Notes"	 	2.1(b)
	"IAI"	 	2.1(b)
	"Initial Notes"	 	Recitals
	"Institutional Accredited Investor Global Note"	 	2.1(b)
	"Institutional Accredited Investor Notes"	 	2.1(b)
	"legal defeasance option"	 	8.1(b)
	"Obligations"	 	10.1
	"Pari Passu Notes"	 	3.8(b)
	"Paying Agent"	 	2.3
	"Permanent Regulation S Global Note"	 	2.1(b)
	 	 	 






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	"Permitted Holdings Payments"	 	3.4(b)
	"Private Placement Legend"	 	2.1(d)
	"Redemption Date"	 	5.3
	"Registrar"	 	2.3
	"Regulation S"	 	2.1(b)
	"Regulation S Global Note"	 	2.1(b)
	"Regulation S Legend"	 	2.1(d)
	"Regulation S Notes"	 	2.1(b)
	"Resale Restriction Termination Date"	 	2.6(a)
	"Restricted Payment"	 	3.4(a)
	"Restricted Period"	 	2.1(b)
	"Rule 144A Global Note"	 	2.1(b)
	"Rule 144A Note"	 	2.1(b)
	"Notes"	 	Recitals
	"Series B Global Note"	 	2.1(b)
	"Special Interest Payment Date"	 	2.14(a)
	"Special Record Date"	 	2.14(a)
	"Temporary Regulation S Global Note"	 	2.1(b)






        SECTION 1.2.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the
mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meaning: 


        "Commission"
means the SEC. 


        "indenture
notes" means the Notes. 


        "indenture
security holder" means a Noteholder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company and any other obligor on the indenture securities. 


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


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


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


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


        (3)   "or"
is not exclusive; 



        (4)   "including"
means including without limitation; 


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


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


24







 



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


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



        (9)   "$"
and "U.S. dollars" each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment
of public and private debts. 


ARTICLE II 


The Notes


        SECTION 2.1.    Form, Dating and Terms.    (a) The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $175,000,000. In addition, the Company may issue,
from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3(a) hereof, Additional Notes and
Exchange Notes. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.6,
2.10, 2.12 or 9.5 or in connection with an Asset Disposition Offer pursuant to  Section 3.8 or a Change of Control Offer pursuant to Section 3.10. 



        The
Initial Notes shall be known and designated as "111/4% Senior Notes, Series A, due 2014" of the Company. Additional Notes issued as Restricted Notes shall be
known and designated as "111/4% Senior Notes, Series A, due 2014" of the Company. Additional Notes issued other than as Restricted Notes shall be known and designated as
"111/4% Senior Notes, Series B, due 2014" of the Company, and Exchange Notes shall be known and designated as "111/4% Senior Notes, Series B, due 2014" of
the Company. 



        With
respect to any Additional Notes, the Company shall set forth in (a) a Board Resolution and (b)(i) an Officers' Certificate or (ii) one or more indentures
supplemental hereto, the following information: 



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


        (ii)   the
issue price and the issue date of such Additional Notes; and 



        (iii)  whether
such Additional Notes shall be Restricted Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. 




        The
Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes, the
Additional Notes and the Exchange Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes,
the Additional Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 


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        (b)   The
Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 3, 2006, among WS Midway Acquisition Sub, Inc., a Missouri
corporation (to be merged with and into the Company) and J.P. Morgan Securities Inc., as initial purchaser, as amended by the Joinder Agreement, dated as of March 8, 2006 executed by the
Company and each of the Guarantors. The Initial Notes and any Additional Notes (if issued as Restricted Notes) ("Additional Restricted Notes") shall be
resold initially only to (A) QIBs and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation
S")) in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs
("IAIs") in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Additional Notes offered after the
date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. 




        Initial
Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A
Notes") shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this
Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global
Note"), deposited with the Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be
represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of
the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as hereinafter provided. 


        Initial
Notes and any Additional Restricted Notes offered and sold outside the United States of America (the "Regulation S Notes")
in reliance on Regulation S shall initially be issued in the form of a temporary global security (the "Temporary Regulation S Global
Note"), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent
global Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d)
(the "Permanent S Global Note" and, together with the Temporary Regulation S Global Note, each a
"Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the
certification contemplated by Section 2.7. Each Regulation S Global Note shall be deposited upon issuance with the Notes Custodian in the
manner described in this Article II for credit by the Depositary to the respective accounts of the purchasers (or to such other accounts as they
may direct), including, but not limited to, accounts at Euroclear or Clearstream. Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the Issue Date
(such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be
transferred to non-U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certification requirements described herein. 


26







 



        Investors
may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through
organizations that are participants in such systems. Investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the Depositary's system.
If interests in the Regulation S Global Note are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Regulation S Global Note through the
Depositary on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such
interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of the Depositary. The Regulation S Global Note may be
represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of
the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, and the Depositary or its nominee, as hereinafter provided. 


        Initial
Notes and any Additional Restricted Notes resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of
America shall be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in  Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Notes
Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if
so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global
Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary, as hereinafter provided. 


        Exchange
Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note, if any, as the case may be, shall be
issued in the form of a permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the
Notes Custodian as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) hereof (the
"Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding
the maximum principal amount to be represented by a single certificate. 


        Any
Additional Notes issued other than as Restricted Notes shall be issued in the form of one or more permanent global Notes substantially in the form of Exhibit B (each, a
"Series B Global Note") deposited with the Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. A Series B Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Series B Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or
its nominee, as hereinafter provided. 


        The
Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note, if any, the Exchange Global Note, and the Series B Global
Note are sometimes collectively herein referred to as the "Global Notes." 


27







 



        The
principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such
other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register or (ii) wire transfer or to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note
(including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments in respect of Notes represented by
Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes shall be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept). 



        The
Exchange Notes shall be in the form of Exhibit B. The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in  Section 2.1(d)
. The Company shall approve the forms of the Notes and any notation, endorsement or legend on them. Any such notation, endorsement
or legend shall be furnished to the Trustee in writing. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in  Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 



        (c)   Denominations. The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of
$1,000 and integral multiples of $1,000. 


        (d)   Restrictive Legends. Unless and until (i) an Initial Note or an Additional Note issued as a Restricted Note is
sold under an effective registration statement or (ii) an Initial Note or an Additional Note issued as a Restricted Note is exchanged for an Exchange Note in connection with an effective
registration statement, in each case pursuant to the Registration Rights Agreement, 


        (A)  the
Rule 144A Global Note and the Institutional Accredited Investor Global Note shall (x) be subject to the restrictions on transfer set forth in  Section 2.6 (including those set forth in the
legend below) and (y) bear the following legend (the "Private
Placement Legend") on the face thereof: 


"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED 



28







 




EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 


BY
ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS
SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), PLAN, ACCOUNT OR OTHER
ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION

406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW." 



29







 




        (B)  the
Regulation S Global Note shall (x) be subject to the restrictions on transfer set forth in  Section 2.6 (including those set forth in the legend below) and (y) bear the following
legend (the
"Regulation S Legend") on the face thereof: 


"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT 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) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO
PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
"U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 



30







 




BY
ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 


BY
ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS
SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), PLAN, ACCOUNT OR OTHER
ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW." 


        (C)  Each
Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof: 


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


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." 



        (e)   Book-Entry Provisions. (i) This Section 2.1(e) shall apply
only to Global Notes deposited with the Notes Custodian. 



31









  



        (ii)   Each
Global Note initially shall (x) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (y) be delivered
to the Notes Custodian for such Depositary and (z) bear legends as set forth in Section 2.1(d). 



        (iii)  Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, 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 Note 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 impair, as between the Depositary and its Agent
Members, the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. 


        (iv)  The
registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 


        (v)   In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this  Section 2.1 to beneficial owners who are required to hold Definitive
Notes, the Trustee shall reflect on its books and records the date and a
decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. 


        (vi)  In
connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section, such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 



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


        (f)    Definitive Notes. Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to
receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note
upon written request in accordance with the Depositary's and the Registrar's procedures. In addition, Definitive Notes shall be delivered to all beneficial owners in exchange for their beneficial
interests in a Global Note if (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary ceases to be a clearing
agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the
Company within 90 days of such notice or, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. 



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        (g)   Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(v) or  (vi) shall, except as otherwise provided by
paragraph (c) of Section 2.6, bear the
applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). 


        (h)   In
connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the
Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Note representing the principal amount not so transferred and the relevant Global
Note shall be increased by an adjustment made on the records of the Trustee and the Depositary. 




        SECTION
2.2.    Execution and Authentication.    Two Officers shall sign the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 


        A
Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note
has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 



        At
any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for
original issue on the Issue Date in an aggregate principal amount of $175,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal
amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in
exchange for Initial Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either a
Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company Order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. 


        The
Trustee may (at the expense of the Company) appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to
authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. 


        In
case the Company, pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease
or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the
Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the
Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other
disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the
Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. 


33







 



        SECTION 2.3.    Registrar and Paying Agent.    The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes may be presented for payment (the
"Paying Agent"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The
City of New York. The Registrar shall keep a register of the Notes and of their transfer and exchange (the "Note Register"). The Company may have one
registrar and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of each such agent. If the Company fails to maintain
a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7.
The Company or any of its Wholly Owned Subsidiaries that is a Domestic Subsidiary may act as Paying Agent, Registrar or transfer agent. 


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


        SECTION 2.4.    Paying Agent To Hold Money in Trust.    By at least 10:00 a.m. (New York City time) on
the date on which any principal of (premium, if any) or interest on any Note is due and payable, the Company shall irrevocably deposit with the Paying Agent a sum sufficient in immediately available
funds to pay such principal (premium, if any) or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust
for the benefit of the Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing of any default by the
Company or any Guarantor in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.
The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with
this Section, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes. 


        SECTION 2.5.    Holder Lists.    The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar or to the extent
otherwise required under the TIA, the Company, on its own behalf and on behalf of each Guarantor, shall furnish to the Trustee, in writing at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing within 15 days, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of
Holders and the Company shall otherwise comply with TIA § 312(a). 


34







 



        SECTION
2.6.    Transfer and Exchange.    



        (a)   The
following provisions shall apply with respect to any proposed transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date which is
two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the
"Resale Restriction Termination Date"): 



        (i)    a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the
transferee in the form as set forth on the reverse of the Note that it is purchasing the Note 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, 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 it 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


        (ii)   a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the
Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and 


        (iii)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form set forth in Section 2.9 hereof from the proposed transferee and, if
requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 




        (b)   The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 



        (i)    a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the
reverse of the certificate, that it is purchasing the Note 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, 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


        (ii)   a
transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company or the Trustee, the
delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and 



        (iii)  a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Section 2.9 hereof from the proposed transferee and, if requested by the Company or the Trustee, receipt
by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 



35







 





        After
the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without requiring the certification set
forth in Section 2.9 or any additional certification. 


        (c)   Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the
Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes
that bear such Restricted Notes Legend unless (i) Initial Notes are being exchanged for Exchange Notes in a Exchange Offer in which case the Exchange Notes shall not bear a Restricted Notes
Legend, (ii) an Initial Note is being transferred pursuant to an effective registration statement or (iii) there is delivered to the Registrar an Opinion of Counsel to the effect that
neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering
shall not be required to bear the Restricted Notes Legend. 


        (d)   The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to  Section 2.1 or this Section 2.6 in
accordance with its records retention policy. The
Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the
Registrar. 


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



        (i)    To
permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this  Article II, execute and the Trustee shall authenticate Definitive Notes and
Global Notes at the Registrar's request. 


        (ii)   No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer
pursuant to Sections 3.8, 3.10 or 9.5). 



        (iii)  The
Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning (1) 15 Business Days before the mailing of
a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days before an interest payment date and ending on such
interest payment date. 


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


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



36







 





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


        (ii)   The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than,
if the Trustee has received prior notice of a transfer, to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 


        SECTION 2.7.    Form of Certificate to be Delivered upon Termination of Restricted Period.    



	 	 	[Date]
	

Dave & Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: Chief Financial Officer	
 	

 
	

and	
 	

 
	

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

Plaza of the Americas

600 North Pearl Street, Suite 420

Dallas, Texas 75201	
 	

 





	Re:
	Dave
& Busters, Inc.
 111/4% Senior Notes due 2014 (the "Notes")




Ladies
and Gentlemen: 


        This
letter relates to Securities represented by a temporary global note (the "Temporary Regulation S Global Note"). Pursuant to
Section 2.1 of the Indenture dated as of March 8, 2006 relating to the Notes (the "Indenture"), we hereby certify that the persons who are the beneficial owners of
$[            ] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in
such Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue
a Permanent Regulation S Global Note representing the undersigned's interest in the principal amount of Securities represented by the Temporary Regulation S Global Note, all in the
manner provided by the Indenture. 


37







 



        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. 



	 	Very truly yours,	 
	

 	

[Name of Transferor]	

 
	

 	

By:	

  
 Authorized Signature	

 





        SECTION 2.8.    Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited
Investors.    



	 	 	[Date]
	

Dave & Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: Chief Financial Officer	
 	

 
	

and	
 	

 
	

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

Plaza of the Americas

600 North Pearl Street, Suite 420

Dallas, Texas 75201	
 	

 





	Re:
	Dave
& Busters, Inc.
 111/4% Senior Notes due 2014 (the "Notes")




Dear
Sirs: 


        This
certificate is delivered to request a transfer of $                  principal amount of the Notes of Dave & Busters, Inc. (the "Company"). 



        Upon
transfer, the Notes would be registered in the name of the new beneficial owner as follows: 



	        	 	Name:	  
	 	 





	

        	
 	

Address:	

  
	
 	

 





	

        	
 	

Taxpayer ID Number:	

  
	
 	

 





        The
undersigned represents and warrants to you that: 


        1.     We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the "Securities Act"))
purchasing for our own account or for the account of such an institutional "accredited investor" at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or
for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment. 


38







 



        2.     We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.
We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later
of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the "Resale Restriction Termination
Date") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for
its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act, (e) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the account of such an institutional "accredited investor," in each case in a minimum principal amount of Notes of $250,000 or
(f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on
resale shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other
things, that the transferee is an institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other
transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee. 



	 	 	TRANSFEREE:	  

	

 	
 	

BY:	

  






        SECTION 2.9.    Form of Certificate to be Delivered in Connection with Transfers Pursuant to
Regulation S.    



	 	 	[Date]
	

Dave & Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: Chief Financial Officer	
 	

 
	

and	
 	

 
	

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

Plaza of the Americas

600 North Pearl Street, Suite 420

Dallas, Texas 75201	
 	

 




39







 

	Re:
	Dave
& Busters, Inc.
 111/4% Senior Notes due 2014 (the "Notes")




Ladies
and Gentlemen: 


        In
connection with our proposed sale of $                  aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in
accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 


        (a)   the
offer of the Notes was not made to a person in the United States; 


        (b)   either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person
acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 



        (c)   no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable; and 


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




        In
addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that
such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 



        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 



	 	Very truly yours,	 
	

 	

[Name of Transferor]	

 
	

 	

By:	

  
 Authorized Signature	

 





        SECTION 2.10.    Mutilated, Destroyed, Lost or Stolen Notes.    If a mutilated Note is surrendered to the
Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon Company Order, shall authenticate a replacement
Note. The Holder shall meet the requirements of Section 8-405 of the Uniform Commercial Code, such that the Holder (a) notifies the Company and the Trustee within a reasonable time after
such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company
prior to the Company having notice that the Note has been acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and
(c) satisfies any other reasonable requirements of the Company and the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, then, in the absence of notice to the Company, any Guarantor or the
Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note
or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. 



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


40









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


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


        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 Notes. 


        SECTION 2.11.    Outstanding Notes.    Notes outstanding at any time are all Notes authenticated by the Trustee
except for those canceled by it, those paid pursuant to Section 2.10, those delivered to it for cancellation and those described in this Section
as not outstanding. A Note does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Note except that the Company or an Affiliate of the Company shall not
obtain voting rights with respect to such Note. 


        If
a Note is replaced pursuant to Section 2.10, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser. 



        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date money sufficient to pay all principal and interest payable on that date with
respect to the Notes maturing and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes
cease to be outstanding and interest on them ceases to accrue. 


        SECTION 2.12.    Temporary Notes.    In the event that Definitive Notes are to be issued under the terms of
this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of
Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive
Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company
for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes. 



        SECTION 2.13.    Cancellation.    The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and return to
the Company all Notes surrendered for registration of transfer, exchange, payment or cancellation. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation. 


41







 



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


        SECTION 2.14.    Payment of Interest; Defaulted Interest.    Interest on any Note which is payable, and is
punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the
regular record date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 2.3. 


        Any
interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable
to the Holder on the regular record date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes
(such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below: 



        (a)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the
close of business on a Special Record Date (as defined below) 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 Note and the date (not less than 30 days after such notice) of the proposed payment (the "Special Interest
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 date of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a record date (the "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 Special Interest 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 of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in  Section 11.2, 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 Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or
their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 



        (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 Notes
may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee. 



42







 





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


        SECTION 2.15.    Computation of Interest.    Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months. 


        SECTION 2.16.    CUSIP Numbers.    The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use). The Trustee shall not be responsible for the use of CUSIP numbers, and the Trustee makes no representation as to their correctness as printed on any Note or notice to Holders and that
reliance may be placed only on the other identification numbers printed on the Notes, and any redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company shall
promptly notify the Trustee in writing of any change in the CUSIP numbers. 


43








   ARTICLE III 


Covenants


        SECTION 3.1    Payment of Notes.    The Company shall promptly pay the principal of and interest on the Notes
on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the
Holders on that date pursuant to the terms of this Indenture. 


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


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


        SECTION 3.2.    SEC Reports.    Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall file with the SEC, and make available to the Trustee and the Holders, the
annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in
Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is not permitted to file such reports, documents and information with the SEC
pursuant to the Exchange Act, the Company shall nevertheless make available such Exchange Act information (as well as the details regarding the conference call described below) to the Trustee and the
Holders as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. Unless the
Company is subject to the reporting requirements of the Exchange Act, the Company shall also hold a quarterly conference call for the Holders to discuss such financial information. The conference call
will not be held later than three Business Days from the time the Company distributes the financial information as set forth above. The Company agrees that it shall not take any action for the purpose
of causing the SEC not to accept such filings. The Company shall also comply with the other provisions of TIA § 314(a). 


        If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and the Consolidated EBITDA of the Unrestricted Subsidiaries taken together exceeds 10% of the
Consolidated EBITDA of the Company, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and
results of operations of the Company and its Restricted Subsidiaries. 


        In
addition, the Company and the Guarantors shall make available to the Holders and to securities analysts, prospective investors, upon the request of such holders, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this covenant, the
Company and the Guarantors will be deemed to have furnished the reports to the Trustee and the holders of Notes as required by this covenant if it has filed such reports with the SEC via the EDGAR
filing system and such reports are publicly available. 


44







 



        The
filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf
Registration Statement (each as defined in the Registration Rights Agreement) by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any
amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not
supersede or in any manner suspend or delay the Company's reporting obligations set forth in the first three paragraphs of this covenant, provided,  further,
 that at such time the Company is not required to pay any additional interest pursuant to the Registration Rights Agreement. 


        In
the event that (1) the rules and regulations of the SEC permit the Company and any direct or indirect parent company of the Company to report at such parent entity's level on a
consolidated basis and (2) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital
Stock of the Company, the information and reports required by the covenant may be those of such parent company on a consolidated basis. 


        SECTION 3.3.    Limitation on Indebtedness.    (a) The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided,  however, that the Company and the Guarantors may Incur
Indebtedness (including Acquired Indebtedness) if on the date thereof: 



        (1)   the
Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.00 to 1.00; and 


        (2)   no
Default or Event of Default shall have occurred or be continuing or shall occur as a consequence of Incurring the Indebtedness or transactions relating to such
Incurrence. 




        (b)   The
foregoing paragraph (a) shall not prohibit the Incurrence of the following Indebtedness: 



        (1)   Indebtedness
of the Company or any Guarantor Incurred pursuant to a Credit Facility in an aggregate amount up to $160.0 million less the aggregate principal amount of
all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause 3(a) of Section 3.8 that permanently reduce
the commitments thereunder; 


        (2)   (x) Guarantees
by the Company or Guarantors of Indebtedness Incurred by the Company or a Guarantor in accordance with the provisions of this Indenture;  provided that in the event such Indebtedness that is being
Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the
related Guarantee shall be subordinated in right of payment to the Notes or the Subsidiary's Note Guarantee, as the case may be; and (y) Guarantees by Non-Guarantor Restricted Subsidiaries of
Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provision of this Indenture; 


        (3)   Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other
Restricted Subsidiary; provided, however,



        (a)   if
the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to
the Notes; 


        (b)   if
a Guarantor is the obligor on such Indebtedness and the Company or a Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Note
Guarantees of such Guarantor; and 


        (c)   (i)
any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the
Company or a Restricted Subsidiary of the Company; and 




45







 





        (ii)   any
sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company 





shall
be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary not permitted by this clause (3), as the case may be; 



        (4)   (a)
Indebtedness represented by (a) the Notes on the Issue Date, the Note Guarantees of the Guarantors and the related Exchange Securities and Subsidiary
Guarantees issued in a registered Exchange Offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6),
(8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness (including Refinancing Indebtedness) described in this clause (4)
or clause (5) or Incurred pursuant to Section 3.3(a); 



        (5)   Indebtedness
of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any
Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which
such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition);  provided, however,
that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional
Indebtedness pursuant to Section 3.3(a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5); 


        (6)   Indebtedness
under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (1) for the purpose of fixing or
hedging interest rate risk with respect to any Indebtedness Incurred in accordance with this Indenture; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any
currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodities; 



        (7)   the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money
obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or
improvements of property used in the business of the Company or such Restricted Subsidiary, and Attributable Indebtedness, in an aggregate principal amount not to exceed the greater of (x) 3%
of Consolidated Net Tangible Assets and (y) $10.0 million at any time outstanding, including all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace
any Indebtedness Incurred pursuant to this clause (7); 


        (8)   Indebtedness
Incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by
the Company or a Restricted Subsidiary in the ordinary course of business; 


        (9)   Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in
each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the
maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such
disposition; 


        (10) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business, provided, however, that such
Indebtedness is extinguished within five Business Days of Incurrence; and 



46







 




        (11) in
addition to the items referred to in clauses (1) through (10) above, Indebtedness of the Company and its Guarantors in an aggregate outstanding principal
amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11) and then outstanding, will not exceed $25.0 million at any
time outstanding, including all Refinancing Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (11);  provided that a
Foreign Subsidiary that is not a Guarantor can Incur indebtedness under this clause (11) of up to $5.0 million at any one
time outstanding. 




        (c)   The
Company will not Incur any indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated
Obligations of the Company unless such Indebtedness will be subordinated to the Notes, if any, to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness if
the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness will be subordinated to the obligations of such
Guarantor under its Note Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may incur any indebtedness if the proceeds
are used to refinance Indebtedness of the Company or a Guarantor. 


        (d)   For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this  Section 3.3: 



        (1)   in
the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) and (b) of this  Section 3.3, the Company, in its sole discretion, will
classify such item of Indebtedness on the date of Incurrence and, with the exception of
clause (1) of paragraph (b), may later classify such item of Indebtedness in any manner that complies with this Section 3.3 and
only be required to include the amount and type of such Indebtedness in one of such paragraphs; 


        (2)   all
Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed Incurred under clause (1) of
paragraph (b) of this Section 3.3 and not paragraph (a) or clause (4) of paragraph (b) of this  Section 3.3; 



        (3)   Guarantees
of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of
Indebtedness shall not be included; 


        (4)   if
obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of
paragraph (b) of this Section 3.3 and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be
included; 


        (5)   the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, shall be
equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; 


        (6)   Indebtedness
permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting
such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting
such Indebtedness; and 


        (7)   the
amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined
in accordance with GAAP. 



47







 





        (e)   Accrual
of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the reclassification of
Preferred Stock as Indebtedness due to a change in accounting principles and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to
be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be
(i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other Indebtedness. 


        (f)    In
addition, the Company shall not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than
Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such
date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.3, the Company shall be in Default of this  Section 3.3). 


        (g)   For
purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness,
or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.3, the maximum amount of
Indebtedness that the Company may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the
exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be
calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 


        SECTION 3.4.    Limitation on Restricted Payments.    (a) The Company shall not, and shall not permit
any of its Restricted Subsidiaries, directly or indirectly, to: 



        (1)   declare
or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its Capital Stock (including any payment in
connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except: 



        (a)   dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of the Company; and 


        (b)   dividends
or distributions payable to the Company or a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of
Capital Stock on a pro rata basis, taking into account the relative preferences, if any, of the various classes of Capital Stock in such Restricted Subsidiaries); 




        (2)   purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the
Company or a Restricted Subsidiary (other than in exchange for Equity Interests of the Company (other than Disqualified Stock)); 



48







 

        (3)   purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness of the Company owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by
the Company or any other Guarantor permitted under clause (3) of paragraph (b) of Section 3.3 or (y) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or 


        (4)   make
any Restricted Investment in any Person; 




(any
such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) shall be referred
to herein as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 




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


        (b)   the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of  Section 3.3 after giving effect, on a pro forma basis, to such Restricted Payment; or 



        (c)   the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (excluding clauses (1), (2), (3),
(4), (6), (7), (8), (9), (10) and (11) would exceed the sum of: 



        (i)    50%
of (i) Consolidated Net Income for the period (treated as one accounting period) from the beginning of the Company's last completed fiscal quarter preceding
the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Consolidated Net
Income is a deficit, minus 100% of such deficit and (ii) any dividends received by the Company or a Wholly Owned Subsidiary of the Company that is a Guarantor after the Issue Date from an
Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in Consolidated Net Income for such periods or otherwise included in clause (v) below; 


        (ii)   100%
of the aggregate Net Cash Proceeds and the fair market value of the assets (as determined conclusively by the Board of Directors of the Company) received by the
Company from the issue or sale of its Equity Interests (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an
issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or
similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) excluding in
any event Net Cash Proceeds received by the Company from the issue and sale of its Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with the provisions set
forth in the second paragraph of paragraph 5 of the form of Notes set forth in Exhibit A and Exhibit B hereto; provided that this
clause (ii) shall not apply to Net Cash Proceeds received in connection with the Transactions, as contemplated in the Offering Memorandum; 





49







 






        (iii)  the
amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company's balance sheet upon the conversion or exchange (other than by
a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified
Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); 


        (iv)  to
the extent that any Unrestricted Subsidiary designated as such after the Issue Date (A) is redesignated as a Restricted Subsidiary, (B) is merged or
consolidated into the Company or any of its Restricted Subsidiaries or (C) transfers all or substantially all of its assets to the Company or any of its Restricted Subsidiaries after the Issue
Date, the fair market value (as determined conclusively by the Board of Directors of the Company) of (x) in the case of clause (A) or (B) above, the Company's Investment in such
Subsidiary as of the date of such redesignation, merger or consolidation and (y) in the case of clause (C) above, such assets (other than to the extent the Investment in such
Unrestricted Subsidiary was made pursuant to clause (12) of the next succeeding paragraph or pursuant to clause (11) of the definition of Permitted Investment); and 


        (v)   to
the extent that any Restricted Investment that was made after the Issue Date of this Indenture is sold for cash or otherwise liquidated, repaid, repurchased or
redeemed for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), and (ii) the initial amount of such
Restricted Investment to the extent such amount was not already included in Consolidated Net Income. 






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



        (1)   any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Company or
Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of (i) the substantially contemporaneous contribution of common equity capital to the Company or
(ii) the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership
plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans
have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock
shall be excluded from clause (c)(ii) of the preceding paragraph; 


        (2)   any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor Subordinated Obligations of
any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or any purchase, repurchase, redemption, defeasance or other
acquisition or retirement of Guarantor Subordinated Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations that, in each
case, is permitted to be Incurred pursuant to Section 3.3 and that in each case constitutes Refinancing Indebtedness; 


        (3)   any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for
or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred
pursuant to Section 3.3 and that in each case constitutes Refinancing Indebtedness; 



50







 




        (4)   so
long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations of
a Guarantor from Net Available Cash to the extent permitted under Section 3.8; 



        (5)   dividends
paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this  Section 3.4 and the consummation of any irrevocable redemption within
60 days after the giving of the redemption notice if at the date of
such notice the redemption payment would have complied with this Section 3.4; 


        (6)   so
long as no Default or Event of Default has occurred and is continuing, the purchase, redemption or other acquisition, cancellation or retirement for value of Equity
Interests of the Company or any Restricted Subsidiary or any parent of the Company held by any existing or former employees or management or directors of the Company or Holdings or any Subsidiary of
the Company or their assigns, estates or heirs, in each case in connection with (x) the death or disability of such employee, manager or director or (y) the repurchase provisions under
employee stock option or stock purchase agreements or other agreements to compensate management employees or directors; provided that in the case of
clause (y) such redemptions or repurchases pursuant to such clause will not exceed $2.5 million in the aggregate during any twelve-month period plus the aggregate Net Cash Proceeds
received by the Company after the Issue Date from the issuance of such Capital Stock or equity appreciation rights to, or the exercise of options, warrants or other rights to purchase or acquire
Capital Stock of the Company by, any current or former director, officer or employee of the Company or any Restricted Subsidiary; provided that the
amount of such Net Cash Proceeds received by the Company and utilized pursuant to this clause (6) for any such repurchase, redemption, acquisition or retirement will be excluded from
clause (c)(ii) Section 3.4(a) and provided,  further, that unused amounts available pursuant to
this clause (6) to be utilized for Restricted Payments during any twelve-month period may be
carried forward and utilized in the next succeeding twelve-month period; 


        (7)   so
long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified
Stock of the Company or Preferred Stock of any Guarantor issued in accordance with the terms of this Indenture to the extent such dividends are included in the definition of "Consolidated Interest
Expense"; 


        (8)   repurchases
of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents (i) a
portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise, provided that the amount of such withholding
taxes shall reduce the amount set forth in clause (6) above; 


        (9)   cash
dividends or loans to Holdings ("Permitted Holdings Payments") in amounts equal to: 



        (a)   the
amounts required for Holdings to pay any Federal, state or local income taxes to the extent that such income taxes are directly attributable to the income of
Holdings, the Company and its Restricted Subsidiaries and, to the extent of amounts actually received from Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable
to the income of the Unrestricted Subsidiaries; 


        (b)   the
amounts required for Holdings to pay franchise taxes and other fees required to maintain its legal existence; 


        (c)   an
amount not to exceed $1.0 million in any fiscal year to permit Holdings to pay its corporate overhead expenses Incurred in the ordinary course of business, and
to pay salaries or other compensation of employees who perform services for both Holdings and the Company; 




51







 





        (d)   dividends
or distributions to Holdings to permit Holdings to satisfy its payment obligations, if any under the Expense Reimbursement Agreement as in effect on the Issue
Date, or as later amended, provided that any such amendment is not more disadvantageous to the Company in any material respect that the Expense
Reimbursement Agreement as in effect on the Issue Date; and 



        (e)   any
fees and expenses related to any equity offering or other financing of any direct or indirect parent of the Company to the extent the proceeds of such offering or
financing are contributed to the Company; 




        (10) any
payments made in connection with the Transactions pursuant to the Merger Agreement and any other agreements or documents related to the Transactions and set forth
on a schedule to this Indenture in effect on the closing date of the Transactions (without giving effect to subsequent amendments, waivers or other modifications to such agreements or documents) or as
otherwise described in the Offering Memorandum; 


        (11) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (i) at a purchase price not greater
than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to  Section 3.10 or (ii) at a purchase price not
greater than 100% of the principal amount thereof in accordance with provisions similar to  Section 3.8; provided that, prior to or simultaneously with
such purchase, repurchase,
redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in  Section 3.10 or Section 3.8, respectively, with respect to the Notes and has completed the
repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer; and 


        (12) Restricted
Payments in an amount not to exceed $5.0 million. 




The
amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued
by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and the fair market
value of any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good
faith by the Board of Directors of the Company to exceed $15.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by Section 3.4
were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. 


        SECTION 3.5.    Limitation on Liens.    The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Restricted Subsidiaries),
whether owned on the date of this Indenture or acquired after that date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens effective provision is made
to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary's property or assets, any Note Guarantee of such Restricted Subsidiary, equally
and ratably with (or senior in priority to in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations) the Indebtedness secured by such Lien for so long as
such Indebtedness is so secured. 


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        SECTION 3.6.    Limitation on Sale/Leaseback Transactions.    The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (i) the Company or such Restricted Subsidiary, as the case
may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board of Directors of the Company) of the
property subject to such transaction; (ii) the Company or such Restricted Subsidiary could have Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such
Sale/Leaseback Transaction pursuant to Section 3.3; (iii) the Company or such Restricted Subsidiary would be permitted under  Section 3.5 to
create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Notes; and (iv) the
Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of this Indenture described in Section 3.8 (including the
provisions concerning the application of Net Available Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback
Transaction as Net Available Cash for purposes of Section 3.8. 


        SECTION 3.7.    Limitation on Restrictions on Distributions from Restricted Subsidiaries.    (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any
Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on
Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) make any loans or advances to the Company or any Restricted Subsidiary (it being
understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a
restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall
not include any type of transfer described in clause (1) or (2) of this Section 3.7(a). 



        (b)   The
provisions of paragraph (a) of this Section 3.7 shall not prohibit: 



        (i)    any
encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture, the Notes, the
Exchange Notes, the Note Guarantees, and the Senior Secured Credit Agreement (and related documentation) in effect on such date; 


        (ii)   any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Equity Interests or Indebtedness Incurred by a
Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Equity Interests or Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction) and outstanding on such date, provided that any such
encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired, and, that in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred; 



53







 




        (iii)  any
encumbrance or restriction (A) with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of
Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or (B) contained in any amendment, restatement,
modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii);  provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary
contained in any such agreement or amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing are no less favorable in any material respect, taken as a whole, in
the good faith determination of the Company, to the Holders than the encumbrances and restrictions contained in such agreements referred to in clauses (i) or (ii) of this paragraph on the Issue
Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; 


        (iv)  in
the case of clause (3) of paragraph (a) of this Section 3.7, any encumbrance or restriction:
(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer
of any such lease, license or other similar contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a
Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (C) pursuant to
customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; 


        (v)   (a) purchase
money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this
Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of paragraph (a) of this  Section 3.7 on the property so acquired; 


        (vi)  any
restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale
or disposition of the Equity Interests or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; 



        (vii) any
customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the
ordinary course of business; 


        (viii) restrictions
on cash and other deposits or net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the
ordinary course of business; 


        (ix)  encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; 



        (x)   encumbrances
or restrictions contained in indentures or debt instruments or other debt arrangements Incurred or Preferred Stock issued by Guarantors in accordance with  Section 3.3 that are not more restrictive,
taken as a whole, than those applicable to the Company in either this Indenture or the Senior Secured
Credit Agreement on the Issue Date (which results in encumbrances or restrictions comparable to those applicable to the Company at a Restricted Subsidiary level); and 


        (xi)  encumbrances
or restrictions contained in indentures or other debt instruments or debt arrangements Incurred or Preferred Stock issued subsequent to the Issue Date by
Restricted Subsidiaries that are not Guarantors pursuant to clause (5) of paragraph (b) of Section 3.3 by Restricted Subsidiaries. 



54







 





        SECTION 3.8.    Limitation on Sales of Assets and Subsidiary Stock.    (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least
equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors
(including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such Asset Disposition received
by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that for the purposes of this  Section 3.8, the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than Subordinated
Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Guarantor) and the release of
the Company or such Restricted Subsidiary
from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness);
and (B) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash
within 180 days after receipt; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case
may be: (A) to repay Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or
Guarantor Subordinated Obligations of a Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) and, if the Indebtedness repaid is revolving credit
indebtedness, to correspondingly reduce commitments with respect thereto within 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or
(B) to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (or enter into a definitive agreement
with respect thereto that is consummated within 545 days after the days after the receipt of any such Net Available Cash), provided that pending the
final application of any such Net Available Cash in accordance with clause (3)(A) or clause (3)(B) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness
or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. 


        (b)   Any
Net Available Cash from Asset Dispositions that are not applied or invested as provided in the preceding paragraph (a) shall be deemed to constitute
"Excess Proceeds." On the 366th day after an Asset Disposition (or such later date as permitted in clause (3)(B) of the
preceding paragraph (a), if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer ("Asset Disposition
Offer") to all Holders and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar
provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition ("Pari Passu
Notes"), to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with
the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in the case of the Notes in integral multiples of $1,000. To the extent that the aggregate
amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may 


55







 



use
any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof and
other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro rata
basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.
Notwithstanding anything to the contrary in the foregoing, the Company may commence an Asset Disposition Offer prior to the expiration of 365 days after the occurrence of an Asset Disposition
(or such later date after giving effect to the proviso in clause (3)(B) of the preceding paragraph (a), provided that such Asset
Disposition Offer complies with all applicable securities laws and regulations). 


        (c)   The
Asset Disposition Offer shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by
applicable law (the "Asset Disposition Offer Period"). No later than five Business Days after the termination of the Asset Disposition Offer Period (the
"Asset Disposition Purchase Date"), the Company shall purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to
this Section 3.8 (the "Asset Disposition Offer Amount") or, if less than the Asset Disposition
Offer Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer. 


        (d)   If
the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset
Disposition Offer. 


        (e)   On
or before the Asset Disposition Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset
Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than
the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in the case of the Notes in
integral multiples of $1,000. The Company shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.8 and, in addition, the Company shall deliver all certificates and notes required, if any, by the agreements
governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer
Period) mail or deliver to each tendering Holder or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered
and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon delivery of an
Officers' Certificate from the Company, shall authenticate and mail or deliver such new Note to such holder, in a principal amount equal to any unpurchased portion of the Note surrendered;  provided that
each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company shall take any and
all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted shall be promptly mailed or delivered by the Company to the holder thereof. The Company shall
publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. 


56









   
        (f)    The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless (1) at the time of entering into such Asset Swap and
immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (2) the Board of Directors
has determined that the aggregate fair market value of the property or assets being transferred by the Company or such Restricted Subsidiary is not greater than the aggregate fair market value of the
property or assets being received by the Company or such Restricted Subsidiary and has approved the terms of such Asset Swap. 


        (g)   The
Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this  Section 3.8, the Company
shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under
this Indenture by virtue of any conflict. 


        (h)   For
the purposes of this Section 3.8, Holders electing to have a Note purchased shall be required to surrender the
Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Each Holder shall be entitled to withdraw
its election if the Company receives, not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such
Holder, the principal amount of the Note or Notes which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Note or Notes purchased. 



        SECTION 3.9.    Limitation on Transactions with Affiliates.    (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (1) the terms of
such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such
transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of
$5.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and either (x) a further resolution by a majority of
the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria
in clause (1) above); or (y) the Company shall have received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that
such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is
not an Affiliate; and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $15.0 million the Company has received a written opinion from an
independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have
been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate. 


57







 



        (b)   The
provisions of paragraph (a) of this Section 3.9 shall not apply to: (1) any Restricted Payment
permitted to be made pursuant to Section 3.4 or any Permitted Investment (other than Permitted Investments set forth under clauses (1)(b),
(2), (11), (13) and (14) of the definition of Permitted Investments); (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights
plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees approved by the Board of Directors of the Company; (3) to
the extent permitted by applicable law, loans or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries but in any event
not to exceed $2.5 million in the aggregate outstanding at any one time (without giving effect to the forgiveness of any such loan) with respect to all loans or advances made since the Issue
Date; (4) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of
the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 3.3; (5) the payment of reasonable and customary
fees paid to, and indemnity provided on behalf of, directors of the Company or any Restricted Subsidiary; (6) the existence of, and the performance of obligations of the Company or any of its
Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified,
supplemented, extended or renewed from time to time; provided, however, that any future amendment,
modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms are not more disadvantageous to the Holders than the terms of the
agreements in effect on the Issue Date; (7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of
the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination
of the members of the Board of Directors or senior management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (8) any issuance or sale of Equity Interests (other than
Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith; (9) Permitted Holdings Payments; and (10) any
transaction on arm's length terms with non-affiliates that become Affiliates as a result of such transaction. 



        SECTION 3.10.    Change of Control.    (a) If a Change of Control occurs, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount of
the Notes, plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date); provided, however that notwithstanding the foregoing, the Company
shall not be obligated to repurchase Notes pursuant to this Section 3.10 if the Company has previously exercised its right to redeem Notes
pursuant to Section 5.1. 


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        (b)   Within
30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes as described under  Section 5.1, the Company shall mail a notice (the "Change of Control Offer") to each Holder (with
a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice,
and such notice shall otherwise include: 



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


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


        (3)   the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Change of
Control Payment Date"); 


        (4)   that
any Note not tendered shall continue to accrue interest pursuant to its terms; 



        (5)   that,
unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue
interest on and after the Change of Control Payment Date; and 


        (6)   the
procedures determined by the Company, consistent with this Section 3.10, that a Holder must follow in order to
have its Notes repurchased or to cancel such order of purchase. 




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


        (d)   On
the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes (in integral multiples of
$1,000) properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for
payment by the Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and
deliver (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered;  provided that each Note purchased and each
new Note issued shall be in a principal amount of $1,000 or an integral multiple thereof. 


        (e)   A
Change of Control Offer may be made in advance of a Change of Control, conditioned upon consummation of the Change of Control, if a definitive agreement is in effect
at the time of making such Change of Control offer that, when consummated in accordance with its terms, will result in a Change of Control, provided
that such Change of Control Offer complies with all applicable securities laws or regulations. 


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        (f)    If
the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any,
shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender pursuant to the Change of
Control Offer. 


        (g)   The
Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 


        (h)   The
Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer or (ii) notice of redemption has been given pursuant to Section 5.1, unless and until there
is a default of the applicable redemption price. 


        (i)    The
Company shall comply, to the extent applicable, with the requirements under Rule 14e-1 of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Section 3.10. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section 3.10, the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Indenture by virtue of the conflict. 


        SECTION 3.11.    Future Guarantors.    (a) After the Issue Date, the Company will cause each Restricted
Subsidiary, other than a Foreign Subsidiary, created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture to this
Indenture, substantially in the form attached as Exhibit D hereto within 10 Business Days of the date on which it was acquired or created pursuant to which such Guarantor will unconditionally
Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior basis. 


        (b)   The
obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor
(including, without limitation, any guarantees under the Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 


        (c)   Each
Note Guarantee shall be released in accordance with the provisions of Article X. 


        SECTION 3.12.    Limitation on Lines of Business.    The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than a Related Business, except to such extent as would not be material to the Company as a whole. 



        SECTION 3.13.    Payments for Consent.    Neither the Company nor any the Company's Restricted Subsidiaries
shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver or amendment. 


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        SECTION 3.14.    Maintenance of Office or Agency.    The Company shall maintain in The City of New York, an
office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The office of the Trustee, at The Bank of New York Trust Company, N.A., Plaza of the Americas, 600 North Pearl
Street, Suite 420 Dallas, Texas 75201, shall be such office or agency of the Company for payment, unless the Company shall designate and maintain some other office or agency for one or more of
such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 


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


        SECTION 3.15.    Money for Note Payments to Be Held in Trust.    If the Company shall at any time act as its
own Paying Agent, it shall, on or before each due date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal of (or 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 shall
promptly notify the Trustee in writing of its action or failure to so act. 


        Whenever
the Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit
with any Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the
Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal (and 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 shall promptly notify the Trustee in writing of such action or any failure to so act. 


        The
Company shall 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, that such Paying Agent shall: 


        (a)   hold
all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes 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 prompt written notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if
any) or interest; and 


        (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. 


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        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 sums. 


        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 (or premium, if any) or interest on any Note and
remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Order, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note 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 to the Company, shall at the expense of the Company cause to be published once, in a leading daily newspaper (if
practicable, The Wall Street Journal (Eastern Edition)) printed in the English language and of general circulation in New York City, 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 publication nor shall it be later than two years after such principal (or
premium, if any) or interest shall have become due and payable, any unclaimed balance of such money then remaining shall be repaid to the Company. 


        SECTION 3.16.    Maintenance of Existence.    Subject to Article IV, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its existence and that of each Restricted Subsidiary and the rights (charter and statutory) licenses and franchises of the
Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such existence (except the Company),
right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and shall not be, disadvantageous in any material respect to the Holders. 


        SECTION 3.17.    Payment of Taxes and Other Claims.    The Company shall pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the
property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if
necessary (in the good faith judgment of management of the Company) are being maintained in accordance with GAAP. 



        SECTION 3.18.    Maintenance of Properties.    The Company shall cause all material properties owned by the
Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in normal condition, repair and
working order and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be 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 or any of its Restricted Subsidiaries from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its
business or the business of any Restricted Subsidiary and not adverse in any material respect to the Holders. 


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        SECTION 3.19.    Compliance with Laws.    The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental
regulatory authority, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as would not in the aggregate have a
material adverse effect on the financial condition or results of operations of the Company and its Restricted Subsidiaries, taken as a whole. 


        SECTION 3.20.    Compliance Certificate.    The Company shall deliver to the Trustee within 120 days
after the end of each Fiscal Year of the Company a certificate executed by the Company's principal executive officer, principal accounting officer or principal financial officer stating that in the
course of the performance by the signer of his or her duties as such officer he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any
Default or Event of Default that occurred during such period. If he or she does, the certificate shall describe the Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). An Officers' Certificate shall also notify the Trustee should the then current
Fiscal Year be changed to end on any date other than on the date as herein defined. 


        SECTION 3.21.    Additional Interest Notices.    In the event that the Company is required to pay additional
interest to Holders pursuant to the Registration Rights Agreement, the Company shall provide written notice ("Additional Interest Notice") to the
Trustee of its obligation to pay additional interest no later than five Business Days prior to the proposed payment date set for the amount of additional interest, and the Additional Interest Notice
shall set forth the amount of additional interest to be paid by the Company on such Payment Date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the
additional interest, or with respect to the nature, extent, or calculation of the amount of additional interest when made, or with respect to the method employed in such calculation of the additional
interest. 


ARTICLE IV 


Successor Company and Successor Guarantor


        SECTION 4.1.    Merger and Consolidation.    The Company shall not consolidate with or merge with or into, or
convey, transfer or lease all or substantially all its assets to, any Person, unless: 


        (i)    the
resulting, surviving or transferee Person (the "Successor Company") shall be a corporation or a limited liability
company, provided that in the case of a merger with a limited liability company there shall be a corporate co-issuer, in each case organized and existing under the laws of the United States of
America, any State of the United States or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement; 


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


        (iii)  immediately
after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to
paragraph (a) of Section 3.3; 


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        (iv)  each
Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that
its Note Guarantee shall apply to such Person's obligations in respect of this Indenture and the Notes and its obligations under the Registration Rights Agreement shall continue to be in effect; and 


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


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


        The
predecessor Company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal
of and interest on the Notes. 


        Notwithstanding
the preceding clause (iii), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the
Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits;  provided that, in the
case of a Restricted Subsidiary that merges into the Company, the Company shall not be required to comply with the preceding
clause (v). 


        In
addition, the Company shall not permit any Guarantor to consolidate with, merge with or into any Person (other than another Guarantor) and shall not permit the conveyance, transfer or
lease of all or substantially all of the assets of any Guarantor to any Person (other than to another Guarantor) unless: (i) (a) if such
entity remains a Guarantor, the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United
States of America, any State of the United States or the District of Columbia; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation
of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such
transaction), no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and (ii) the transaction is made in compliance with  Section 3.8
(it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in
accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and this Article IV. 


ARTICLE V 


Redemption of Notes


        SECTION 5.1.    Optional Redemption.    The Notes may be redeemed, as a whole or from time to time in part,
subject to the conditions and at the redemption prices specified in paragraph 5 of the form of Notes set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a
part of this Indenture, together with accrued and unpaid interest to the Redemption Date (as defined below). 


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        SECTION 5.2.    Applicability of Article.    Redemption of Notes 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. 


        SECTION 5.3.    Election to Redeem.    The election of the Company to redeem any Notes pursuant to  Section 5.1 shall be evidenced by a
Board Resolution. 


        SECTION 5.4.    Selection by Trustee of Notes to Be Redeemed.    If less than all the Notes are to be redeemed
at any time pursuant to an optional redemption, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date (as defined below) by the Trustee, from
the outstanding Notes not previously called for redemption, in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, or, if such Notes are not
so listed, on a pro rata basis among the classes of Notes, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such
manner as complies with applicable legal requirements) and which may provide for the selection for redemption of portions of the principal of the Notes; although no Note of $1,000 in original
principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to
be redeemed. 


        The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the method it has chosen for
the selection of Notes and the principal amount thereof to be redeemed. 


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



        SECTION 5.5.    Notice of Redemption.    Notice of redemption shall be given in the manner provided for in  Section 11.2 not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed. At the Company's
request, the Trustee shall give notice of redemption in the Company's name and at the Company's expense; provided, however, that the Company shall
deliver to the Trustee, at least 35 days (or such shorter period of time as shall be satisfactory to the Trustee) prior to the redemption date (the "Redemption Date") fixed by the Company or 15
days prior to the date on which notice is to be given to the Holders, an Officers' Certificate requesting that the Trustee give such notice at the Company's expense and setting forth the information
to be stated in such notice as provided in the following items. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and
of no effect. 


        All
notices of redemption shall state: 


        (i)    the
Redemption Date, 


        (ii)   the
redemption price and the amount of accrued interest to the Redemption Date payable as provided in  Section 5.7, if any, 



        (iii)  if
less than all outstanding Notes are to be redeemed, the method for selecting the Notes to be redeemed, as well as the aggregate principal amount of Notes to be
redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption, 


        (iv)  in
case any Note is to be redeemed in part only, (a) the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of
such Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed and (b) such documentation and records
as shall enable to Trustee to select the Notes to be redeemed pursuant to Section 5.4. 


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        (v)   that
on the Redemption Date the redemption price (and accrued interest, if any, to the Redemption Date payable as provided in  Section 5.7) shall become due and payable upon each such Note, or the
portion thereof, to be redeemed, and, unless the Company defaults in making
the redemption payment, that interest on Notes called for redemption (or the portion thereof) shall cease to accrue on and after said date, 



        (vi)  the
place or places where such Notes are to be surrendered for payment of the redemption price and accrued interest, if any, 


        (vii) the
name and address of the Paying Agent, 


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


        (ix)  the
CUSIP number, that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes, and any
redemption shall not be affected by any defect in such CUSIP numbers, and 


        (x)   the
paragraph of the Notes pursuant to which the Notes are to be redeemed. 


        SECTION 5.6.    Deposit of Redemption Price.    By 10:00 a.m., New York City time, on any Redemption
Date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary that is a Domestic Subsidiary is a Paying Agent, shall segregate and hold in trust as provided in  Section 2.4) an amount of money sufficient to pay the redemption price of, and accrued interest on, all the Notes which are to be redeemed on
that date other than Notes or portions of Notes called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for cancellation. 


        SECTION 5.7.    Notes Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the
Notes or portions of Notes so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued interest, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by the Company at the redemption price, together with accrued interest, if any, to the Redemption Date (subject to the
rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 


        If
any Note 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 the Notes. 


        SECTION 5.8.    Notes Redeemed in Part.    Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.14
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and 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 make available for delivery to the Holder of such Note at the expense of the
Company, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the
Note so surrendered, provided, that each such new Note will be issued in denominations of $1,000 or an integral multiple thereof. 


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   ARTICLE VI 


Defaults and Remedies


        SECTION 6.1.    Events of Default.    Each of the following is an "Event of
Default": 


        (1)   default
in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Note when due, that continues for 30 days; 


        (2)   default
in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise; 


        (3)   failure
by the Company or any Guarantor to comply with its obligations under Article IV; 



        (4)   failure
by the Company to comply for 30 days after notice as provided below with any of its obligations described under  Section 3.8 or Section 3.10
(in each case, other than a failure to purchase Notes which
shall constitute an Event of Default under clause (2) or clause (3) above; 


        (5)   failure
by the Company or any Restricted Subsidiary to comply for 60 days after notice as provided below with its other agreements in this Indenture or under the
Notes (other than those referred to in (1), (2), (3) or (4) above); 



        (6)   default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a
Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default: 



        (a)   is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness ("payment default") or 



        (b)   results
in the acceleration of such Indebtedness prior to its maturity (the "cross acceleration provision"); 




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


        (7)   the
Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 



        (A)  commences
a voluntary case or proceeding; 


        (B)  consents
to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding; 


        (C)  consents
to the appointment of a Custodian of it or for any substantial part of its property; 


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


        (E)  consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; 


        (F)  takes
any corporate action to authorize or effect any of the foregoing; or 



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        (G)  takes
any comparable action under any foreign laws relating to insolvency; 




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



        (A)  is
for relief in an involuntary case against the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of the Bankruptcy Law; 



        (B)  appoints
a Custodian for all or substantially all of the property of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary pursuant to or within the meaning of the
Bankruptcy Law; 


        (C)  orders
the winding up or liquidation of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary pursuant to or within the meaning of the Bankruptcy Law; and 



        (D)  in
each case, the order, decree or relief remains unstayed and in effect for 60 days; 




        (9)   failure
by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements
for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $15.0 million (net of any amounts that a reputable
and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the "judgment default
provision"); or 


        (10) any
Note Guarantee ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a judicial proceeding
or any Guarantor denies or disaffirms its obligations under this Indenture or its Note Guarantee. 


However,
a default under clauses (4) and (5) of this paragraph shall not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes
provide written notice to the Company of the default and the Company does not cure such default within the time specified in clauses (4) and (5) of this paragraph after receipt of such notice. 



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


        The
Company shall deliver to the Trustee, promptly, but in no event later than 30 days after, a senior officer of the Company becomes aware of any events which would constitute an Event
of Default under clauses (3), (4), (5), (6), (7), (8), (9) or (10) of this Section 6.1 in the form of an Officers' Certificate, which
Officers' Certificate shall provide their status and what action the Company is taking or proposing to take in respect thereof. 



        SECTION 6.2.    Acceleration.    If an Event of Default (other than an Event of Default described in
clauses (7) and (8) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and
accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall be due and payable immediately. 


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        In
the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) of  Section 6.1 has occurred and is continuing, the declaration of acceleration of
the Notes shall be automatically annulled if the event of default
or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a
Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or
interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 


        If
an Event of Default described in clauses (7) and (8) of Section 6.1 occurs and is continuing, the principal of, premium,
if any, and accrued and unpaid interest on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 



        SECTION 6.3.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of principal of (or premium, if any) or interest on the Notes or to enforce the performance of any provision of the Notes or
this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 


        SECTION 6.4.    Waiver of Past Defaults.    Subject to  Section 9.2, the Holders of a majority in principal amount of the outstanding
Notes by notice to the Trustee may waive (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) any continuing Default or Event of Default and its consequences  provided that (1) such
waiver would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.
When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. 


        SECTION 6.5.    Control by Majority.    The Holders of a majority in principal amount of the outstanding Notes
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to Sections 7.1 and  7.2, that the Trustee determines is unduly
prejudicial to the rights of other Holders or would involve the Trustee in personal liability;  provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking
any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 


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        SECTION 6.6.    Limitation on Suits.    Subject to the provisions of this Indenture relating to the duties of
the Trustee, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any
of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal,
premium, if any, or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 



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


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


        (3)   such
Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 



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


        (5)   the
Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with
such request within such 60-day period. 




        SECTION 6.7.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest on the
Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder. 


        SECTION 6.8.    Collection Suit by Trustee.    If an Event of Default specified in clauses (1) or (2) of  Section 6.1 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for
the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in  Section 7.7. 


        SECTION 6.9.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or
applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election
of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it, its agents and its counsel pursuant to  Section 7.7 and any
other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding. 


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



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

Second:	
 	

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

Third:	
 	

to the Company.






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


        SECTION 6.11.    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to  Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes. 


ARTICLE VII 


Trustee


        SECTION 7.1.    Duties of Trustee.    (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee shall be under no
obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity or security
satisfactory to the Trustee against loss, liability or expense. 


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



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


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




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



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



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        (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 received by it pursuant to  Section 6.5 or Section
6.6. 




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


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



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


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


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


        SECTION 7.2.    Rights of Trustee.    (a) The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee need not investigate any fact
or matter stated in the document. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. 


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



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


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


        (f)    The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice,
request, direction, consent, order, bond or other paper or document; but the Trustee may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and its Subsidiaries at reasonable times and in a
reasonable manner, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 


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        (g)   The
Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i), during any period it is serving as Registrar and Paying Agent for
the Notes, any Event of Default occurring pursuant to Section 6.1(1) and 6.1(2), or
(ii) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained "actual knowledge." "Actual knowledge" shall mean the actual fact or
statement of knowing by a Responsible Officer without independent investigation with respect thereto. 


        (h)   Delivery
of the reports, information and documents to the Trustee pursuant to Section 3.2 is for informational
purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). 



        (i)    In
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss
of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 


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



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


        SECTION 7.3.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may do
the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. In
addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting
interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or
(iii) resign. 


        SECTION 7.4.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the Notes or the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee's certificate of authentication or for the use or
application of any funds received by any Paying Agent other than the Trustee. 


        SECTION 7.5.    Notice of Defaults.    If a Default or Event of Default occurs and is continuing and if a
Responsible Officer has actual knowledge thereof, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of, premium (if any), or interest on any Note (including payments pursuant to the required repurchase provisions of such Note, if any), the Trustee may
withhold the notice if and so long as its board of directors, a committee of its board of directors or a committee of its Responsible Officers and/or a Responsible Officer in good faith determines
that withholding the notice is in the interests of Holders. 


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        SECTION 7.6.    Reports by Trustee to Holders.    As promptly as practicable after each September 15 beginning
with the September 15 following the date of this Indenture, and in any event prior to October 15 in each year, the Trustee shall mail to each Holder a brief report dated as of such
September 15 that complies with TIA § 313(a), if and to the extent such report may be required by the TIA. The Trustee also shall comply with
TIA § 313(b). The Trustee shall also transmit by mail all reports required by TIA § 313(c). 


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



        SECTION 7.7.    Compensation and Indemnity.    The Company and the Guarantors, jointly and severally, shall pay
to the Trustee from time to time such compensation for its services as the parties shall agree in writing from time to time. The Trustee's compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company and the Guarantors, jointly and severally, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to
Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally,
shall indemnify the Trustee, and each of its officers, directors, counsel and agents, against any and all loss, liability or expense (including, but not limited to, reasonable attorneys' fees and
expenses) and taxes (other than those based upon or determined by the income of the Trustee) incurred by it in connection
with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this  Section 7.7) and the
Notes and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company and the Guarantors need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith, subject to the exceptions contained in  Section 7.1(c)
hereof. 


        To
secure the Company's and the Guarantors' payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee's right to receive payment of any amounts due under this  Section 7.7 shall not
be subordinate to any other liability or indebtedness of the Company or the Guarantors. 


        The
Company's payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge of this Indenture and the resignation or removal of the Trustee.
When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(7) or  (8), the expenses are intended to constitute
expenses of administration under any Bankruptcy Law. 



        SECTION 7.8.    Replacement of Trustee.    The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a successor Trustee. The Company shall remove the
Trustee if: 



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



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        (2)   the
Trustee is adjudged bankrupt or insolvent; 


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


        (4)   the
Trustee otherwise becomes incapable of acting. 




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


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


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


        If
the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in
TIA § 310(b), any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 



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


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


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



        SECTION 7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of
TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most recent filed annual report of condition. The
Trustee shall comply with TIA § 310(b). 


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


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ARTICLE VIII 


Discharge of Indenture; Defeasance


        SECTION 8.1.    Discharge of Liability on Notes; Defeasance.    (a) Subject to  Section 8.1(c), when (i)(x) the Company
delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to  Section 2.10) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have
become due and payable at
maturity, whether at maturity or upon redemption or shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption pursuant to Article V hereof and the Company or any Guarantor irrevocably deposits or causes to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient
without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if
any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result
of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or cause to be paid all sums payable under this Indenture and the Notes; and (iv) the Company has delivered
irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee
shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture have been complied with) at the cost and expense of the Company. 


        (b)   Subject
to Sections 8.1(c) and 8.2, the Company at its option and
at any time may terminate (i) all the obligations of the Company and any Guarantor under the Notes, the Note Guarantees and this Indenture ("legal defeasance
option"), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or
(ii) the obligations of the Company and any Guarantor under Sections 3.2, 3.3,  3.4, 3.5, 3.6,  3.7, 3.8, 3.9,
 3.10, 3.11, 3.12,
3.13 and 3.18 (other than 4.1), (iii) and the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant
or provision or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants or provisions shall no longer
constitute a Default or an Event of Default under Sections 6.1(4), 6.1(5),  6.1(6), 6.1(7), 6.1(8),  6.1(9) and 6.1(10) ("covenant
defeasance option"), but
except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option. 


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        If
the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default, and the Note Guarantees in effect at such time shall
terminate. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in  Sections 6.1(3) (but only as it relates
to an Event of Default as a result of a default under Section 4.1(iii)), 6.1(4),
6.1(5) (as such Section relates to Sections 3.2, 3.3,  3.4, 3.5, 3.6,  3.7, 3.8, 3.9,
 3.10, 3.11, 3.12,  3.13, and 3.18)
, 6.1(6),  6.1(7) (but only with respect to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a
Significant Subsidiary),  6.1(8) (but only with respect to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary),
6.1(9) and 6.1(10) or because of the failure to comply with clause (iii) of  Article IV.



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


        (c)   Notwithstanding
the provisions of Sections 8.1(a) and (b), the
Company's obligations in Sections 2.3, 2.4, 2.5,  2.6,
2.7, 2.8,
2.9, 7.1, 7.2,  7.7, 7.8, 8.4,  8.5 and 8.6 shall survive until the Notes have been paid in
full. Thereafter, the Company's and the
Guarantors' obligations in Sections 7.7, 8.4 and  8.5 shall survive. 



        SECTION 8.2.    Conditions to Defeasance.    The Company may exercise its legal defeasance option or its
covenant defeasance option only if: 


        (1)   the
Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Obligations or a combination thereof
the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal, premium, if any, and interest on the Notes to
redemption or maturity; 


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


        (3)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to this Indenture
resulting from the incurrence of Indebtedness, all or a portion of which shall be used to defease the Notes concurrently with such incurrence); 


        (4)   such
legal 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


        (5)   the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the
Company between the date of deposit and the 91st day following the deposit and that no Holder is an insider of the Company, after the 91st day following the deposit, the trust funds shall not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' right generally; 


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


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


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


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


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


        SECTION 8.3.    Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations
through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. 


        SECTION 8.4.    Repayment to Company.    Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in this  Article VIII 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 legal defeasance or covenant defeasance, as applicable,  provided that the Trustee
shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. 


        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal of or
interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors. 



        SECTION 8.5.    Indemnity for U.S. Government Obligations.    The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 


78







 



        SECTION 8.6.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VII; provided, however, that, if the
Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 


ARTICLE IX 


Amendments


        SECTION 9.1.    Without Consent of Holders.    The Company, the Guarantors and the Trustee may amend or
supplement this Indenture, a Note Guarantee or the Notes without notice to or consent of any Holder to: 


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


        (2)   provide
for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture; 


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


        (4)   add
Guarantees with respect to the Notes or release a Guarantor upon its designation as an Unrestricted Subsidiary;  provided, however, that the designation is
in accordance with the applicable provisions of this
Indenture; 


        (5)   secure
the Notes; 


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



        (7)   provide
additional rights or benefits of the Holders or make any change that does not adversely affect the rights of any Holder; 


        (8)   comply
with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; 


        (9)   release
a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the provisions of this Indenture; 



        (10) provide
for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and
eligible to act as such under the terms of this Indenture; 


        (11) provide
for the issuance of the Exchange Notes which shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions
contained in the Notes shall be modified or eliminated, as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities; or 


79







 



        (12) to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of notes" section of the Offering Memorandum to the extent
that such provision in the "Description of notes" section of the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, the Notes or the Note Guarantees (other
than with respect to clause (8) of the definition of Consolidated EBITDA). 


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


        SECTION 9.2.    With Consent of Holders.    The Company, the Guarantors and the Trustee may amend or supplement
this Indenture, a Note Guarantee or the Notes without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any past default or compliance with any provision of this Indenture,
a Note Guarantee or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any
Notes held by a non-consenting Holder): 



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


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


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


        (4)   reduce
the premium payable upon the redemption of any Note or change the time at which any Note may or shall be redeemed as described under  Section 3.8 or Article V or any similar provision, whether through an amendment or waiver
of Section 3.8 or Article V, related definitions or otherwise; 


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


        (6)   impair
the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder's Notes on or after the due dates therefor or to institute
suit for the enforcement of any payment on or with respect to such Holder's Notes; 


        (7)   make
any change to the amendment provisions which require each Holder's consent or to the waiver provisions; or 


        (8)   modify
the Note Guarantees in any manner adverse to the Holders. 




        It
shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder's Notes will not be rendered invalid by such tender.
After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this Section. 


        SECTION 9.3.    Compliance with Trust Indenture Act.    Every amendment or supplement to this Indenture, a Note
Guarantee or the Notes shall comply with the TIA as then in effect. 


80







 



        SECTION 9.4.    Revocation and Effect of Consents and Waivers.    A consent to an amendment, supplement or a
waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder's Note, even if notation of the
consent or waiver is not made on the Note. Any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes effective or otherwise in accordance with any related solicitation documents. After an amendment, supplement or waiver becomes
effective, it shall bind every Holder unless it makes a change described in any of clauses (1) through (8) of Section 9.2, in which case
the amendment, supplement, waiver or other action shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder's Notes. An
amendment, supplement or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1
or 9.2 as applicable. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. 


        SECTION 9.5.    Notation on or Exchange of Notes.    If an amendment, supplement or waiver changes the terms of
a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determine, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. 


        SECTION 9.6.    Trustee To Sign Amendments.    The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment, supplement or waiver the Trustee shall be entitled to receive indemnity reasonably satisfactory
to it and to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is
the legal, valid and binding obligation of the Company and any Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof (including Section 9.3). 


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ARTICLE X 


Note Guarantees


        SECTION 10.1.    Guarantees.    The Guarantors hereby unconditionally guarantee, on a senior unsecured basis
and as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder and the Trustee the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, all other obligations and liabilities of the Company under this Indenture (including without
limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any and all costs (including reasonable counsel fees and expenses) Incurred by the trustee or the Holders in
enforcing any rights under the Note Guarantees (all the foregoing being hereinafter collectively called the "Obligations"). The Obligations of
Guarantors under the Note Guarantees shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to the
obligations arising under the Note Guarantee. Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation. 


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


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


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


82







 



        Each
Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Guarantor is released from its Guarantee upon
the merger or the sale of all the Capital Stock or assets of the Guarantor in compliance with Section 10.2 or otherwise in accordance with the
terms of this Indenture. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 



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



        Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Guarantee. 



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


        SECTION
10.2.    Limitation on Liability; Termination, Release and Discharge.    


        (a)   The
obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights
of creditors generally. 


        (b)   In
the event a Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets
(other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company, such Guarantor
shall be released (without any further action on the part of any Person) from all its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement if: (1) the sale
or other disposition is in compliance with this Indenture, including Section 3.8 (it being understood that only such portion of the Net Available
Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and  Article IV; and
(2) all the obligations of such Guarantor under all Credit Facilities and related documentation and any other agreements
relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. 


83







 



        (c)   Each
Guarantor shall be deemed released from all its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee
shall terminate upon the satisfaction and discharge of this Indenture or upon the legal defeasance or covenant defeasance of the Notes, in each case, pursuant to the provisions of  Article VIII
hereof. 



        (d)   A
Guarantor shall be deemed released from all of its obligations under this Indenture, its Note Guarantee and the Registration Rights Agreement and such Note Guarantee
shall terminate if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the applicable provisions of this Indenture. 


        SECTION 10.3.    Right of Contribution.    Each Guarantor hereby agrees that to the extent that any Guarantor
shall have paid more than its proportionate share of any payment made on the obligations under the Note Guarantees, such Guarantor shall be entitled to seek and receive contribution from and against
the Company or any other Guarantor who has not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no
respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders, and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by
such Guarantor hereunder. 


        SECTION 10.4.    No Subrogation.    Notwithstanding any payment or payments made by Guarantor hereunder, no
Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset
held by the Trustee or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee
and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Trustee, if required), to be applied against the Obligations. 



        SECTION 10.5.    Execution and Delivery of Note Guarantee.    To evidence its Note Guarantee set forth in  Section 10.1, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form included in Exhibit C shall be
endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer. 


        Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 


        If
an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is
endorsed, the Note Guarantee shall be valid nevertheless. 


        The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors. 


ARTICLE XI 


Miscellaneous


        SECTION 11.1.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 


84







 



        SECTION 11.2.    Notices.    Any notice or communication shall be in writing and delivered in person or mailed
by first-class mail addressed as follows: 




if
to the Company: 


Dave
& Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: James W. Corley

Facsimile No.: (214) 357-1536 


if
to the Trustee: 


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

Plaza of the Americas

600 North Pearl Street, Suite 420

Dallas, Texas 75201 





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



        Any
notice or communication mailed to a Holder shall be mailed to the Holder at the Holder's address as it appears on the Note Register and shall be sufficiently given if so mailed
within the time prescribed. 


        Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it. 


        SECTION 11.3.    Communication by Holders with other Holders.    Holders may communicate pursuant to
TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c). 


        SECTION 11.4.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this Indenture, except upon the initial issuance of Notes hereunder, the Company shall furnish to the Trustee: 



        (1)   an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and 


        (2)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 




        SECTION 11.5.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 



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


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


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



85







 




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




        In
giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers' Certificate or on certificates of public officials. 


        SECTION 11.6.    When Notes Disregarded.    In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any of its Affiliates (except that, for the purpose of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows are so owned) shall be so disregarded. Also, subject to the foregoing, only
Notes outstanding at the time shall be considered in any such determination. 


        SECTION 11.7.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for
action by, or a meeting of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        SECTION 11.8.    Legal Holidays.    A "Legal Holiday" is a Saturday, a Sunday or other day on which commercial
banking institutions are authorized or required to be closed in New York City. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 


        SECTION 11.9.    Governing Law.    This Indenture, the Note Guarantees and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York. 


        SECTION 11.10.    No Recourse Against Others.    An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Note Guarantees or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration
for the issue of the Notes. 


        SECTION 11.11.    Successors.    All agreements of the Company in this Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 



        SECTION 11.12.    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 


        SECTION 11.13.    Variable Provisions.    The Company initially appoints the Trustee as Paying Agent and
Registrar and custodian with respect to any Global Notes. 



        SECTION 11.14.    Qualification of Indenture.    The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company and the Trustee)
incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be
entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this
Indenture under the TIA. 


        SECTION 11.15.    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof. 


86









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



	 	 	DAVE & BUSTERS, INC.
	

 	
 	

By:	
 	

  

	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

D&B LEASING, INC.
	 	 	D&B REALTY HOLDING, INC.
	 	 	DANB TEXAS, INC.
	 	 	DAVE & BUSTER'S I, L.P.
	 	 	DAVE & BUSTER'S MANAGEMENT CORPORATION, INC.
	 	 	DAVE & BUSTER'S OF CALIFORNIA, INC.
	 	 	DAVE & BUSTER'S OF COLORADO, INC.
	 	 	DAVE & BUSTER'S OF FLORIDA, INC.
	 	 	DAVE & BUSTER'S OF GEORGIA, INC.
	 	 	DAVE & BUSTER'S OF HAWAII, INC.
	 	 	DAVE & BUSTER'S OF ILLINOIS, INC.
	 	 	DAVE & BUSTER'S OF KANSAS, INC.
	 	 	DAVE & BUSTER'S OF MARYLAND, INC.
	 	 	DAVE & BUSTER'S OF NEBRASKA, INC.
	 	 	DAVE & BUSTER'S OF NEW YORK, INC.
	 	 	DAVE & BUSTER'S OF PENNSYLVANIA, INC.
	 	 	DAVE & BUSTER'S OF PITTSBURGH, INC.
	 	 	TANGO ACQUISITION, INC.
	 	 	TANGO LICENSE CORPORATION
	 	 	TANGO OF ARIZONA, INC.
	 	 	TANGO OF ARUNDEL, INC.
	 	 	TANGO OF FARMINGDALE, INC.
	 	 	TANGO OF FRANKLIN, INC.
	 	 	TANGO OF HOUSTON, INC.
	 	 	TANGO OF MINNESOTA, INC.
	 	 	TANGO OF NORTH CAROLINA, INC.
	 	 	TANGO OF SUGARLOAF, INC.
	 	 	TANGO OF TENNESSEE, INC.
	 	 	TANGO OF WESTBURY, INC.
	

 	
 	

By:	
 	

  

	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee
	

 	
 	

By:	
 	

  

	 	 	 	 	Name:
	 	 	 	 	Title:










   
EXHIBIT A 


[FORM
OF FACE OF SERIES A NOTE] 


[Applicable
Restricted Notes Legend]

[Depositary Legend, if applicable] 


A-1







 


	No. [______]	 	Principal Amount $[____________],

as revised by the Schedule of Increases

and Decreases in the Global Note attached hereto
	

 	
 	

CUSIP NO. _________________




DAVE
& BUSTERS, INC. 


111/4%
Senior Note, Series A, due 2014 


        Dave
& Busters, Inc., a Missouri corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $[________________], as revised by the
Schedule of Increases and Decreases in the Global Note attached hereto, on March 15, 2014. 



	 	
 Interest Payment Dates:	
 	

March 15 and September 15.
	 	Record Dates:	 	March 1 and September 1.
	 	 Additional provisions of this Note are set forth on the other side of this Note.





	

 	
 	

DAVE & BUSTERS, INC.
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

By:	

 Name:

Title:
	

TRUSTEE'S CERTIFICATE OF

    AUTHENTICATION	
 	

 	

 
	

Dated:	
 	

 	

 
	

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

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.





	

By	

 Authorized Signatory	
 	

 




A-2







 
[FORM
OF REVERSE SIDE OF SERIES A NOTE] 


111/4%
Senior Note, Series A, due 2014 


	1.
	Interest  



        Dave & Busters, Inc., a Missouri corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. 


        The
Company shall pay interest semiannually on March 15 and September 15 of each year. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the
Notes or, if no interest has been paid, from March 8, 2006. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate
borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 


	2.
	Method of Payment  





        By no later than 10:00 a.m. (New York City time) on the date on which any principal of (premium, if any) or interest on any Note is due and payable, the Company
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company shall pay interest (except Defaulted Interest) to
the Persons who are registered Holders at the close of business on the March 15 and September 15 next preceding the interest payment date even if Notes are cancelled or repurchased after the record
date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note (including principal, premium, if
any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make all payments in respect of a Definitive Note
(including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof as such address shall appear on the Note Register;  provided, however, that payments on the Notes represented by Definitive Notes may also be made, in the
case of a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding
the relevant due date for payment (or such other date as the Trustee may accept). 


	3.
	Paying Agent and Registrar  



        Initially, The Bank of New York Trust Company, N.A., the trustee under the Indenture ("Trustee"), shall act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice to any Holder. The Company or any Wholly Owned Subsidiary that is a Domestic Subsidiary may act as Paying Agent or Registrar. 


	4.
	Indenture  





        The Company issued the Notes under an Indenture dated as of March 8, 2006 (as it may be amended or supplemented from time to time in accordance with the terms
thereof, the "Indenture"), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect from time to time (the "Act"). Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a
statement of those terms. 


A-3







 

        The
Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. This
Note is one of the 111/4% Senior Notes, Series A, due 2014 referred to in the Indenture. The Notes include (i) $175,000,000 aggregate principal amount of the Company's
111/4% Senior Notes, Series A, due 2014 issued under the Indenture on March 8, 2006 (herein called "Initial Notes"), (ii) if and when issued, additional 111/4% Senior
Notes, Series A, due 2014 or 111/4% Senior Notes, Series B, due 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 8, 2006 (herein called
"Additional Notes") and (iii) if and when issued, the Company's 111/4% Senior Notes, Series B, due 2014 that may be issued from time to time under the Indenture in exchange for Initial
Notes or Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single
class of securities under the Indenture. The Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of
dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted
Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, certain Sale/Leaseback Transactions involving
the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of
the Company and its Restricted Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to
enter into agreements that restrict distributions and dividends from Restricted Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain
Restricted Subsidiaries to guarantee the obligations under the Notes and the Indenture. 


	5.
	Redemption  



        Except as described below, the Notes are not redeemable until March 15, 2010. On and after March 15, 2010, the Company may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes,
if any, to the applicable Redemption
Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on
March 15 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2010	 	105.625	%
	2011	 	102.813	%
	2012 and thereafter	 	100.000	%





        Prior
to March 15, 2009, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes, the Additional Notes, if any, and Exchange Notes
with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 111.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: 



	(1)
	at
least 65% of the original principal amount of the Notes and Additional Notes, if any, and Exchange Notes remains outstanding after each such redemption; and



	(2)
	the
redemption occurs within 90 days after the closing of such Equity Offering. 






        If
the optional Redemption Date is on or after a record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in
whose name the 


A-4







 

Note
is registered at the close of business, on such record date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Company. 


        In
the case of any partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate, although
no Note of $1,000 in original principal amount or less may be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original
Note. 


        The
Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes. The Company may at any time and from time to time purchase Notes
through open market purchases, negotiated purchases, tender offers or otherwise. 


	6.
	Change of Control Provisions  



        Upon the occurrence of a Change of Control, any Holder shall have the right to require the Company to repurchase all or any part of the Notes of such Holder at a
purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture. The Company shall be required to make an Asset Disposition Offer
in certain circumstances described in the Indenture. 


	7.
	Denominations; Transfer; Exchange  





        The Notes are in registered form without coupons in denominations of principal amount of $1,000 or integral multiples of $1,000. A Holder may transfer or exchange
Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to
repurchase Notes and ending at the close of business on the day of such mailing, or (2) 15 days before an interest payment date and ending on such interest payment date. 


	8.
	Persons Deemed Owners  




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


	9.
	Unclaimed Money  



        If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look only to the Company and not to the
Trustee for payment. 


	10.
	Defeasance  



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


A-5







 


	11.
	Amendment, Waiver  



        Subject to certain exceptions set forth in the Indenture, (i) the Indenture, a Note Guarantee, and the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes) and (ii) subject to certain exceptions, any past default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders
of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture or the Notes to cure any ambiguity,
omission, defect, mistake or inconsistency, to comply with Article IV or Article X in respect of the
assumption by a Successor Company of an obligation of the Company or any Guarantor under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add
Guarantees with respect to the Notes or release a Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to secure the Notes, to make any change
that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such Holder, to comply with any requirement
of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to provide for the issuance of the Exchange Notes, to provide for successor trustees or to conform the text
of the Indenture, this Note or the Note Guarantees to the "Description of notes" section of the Offering Memorandum. 


	12.
	Defaults and Remedies  





        Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest or
additional interest when due on the Notes; (ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to
paragraph 5 hereof, upon declaration or otherwise; (iii) the failure by the Company or any Guarantor to comply with its obligations under Article IV of the Indenture; (iv) failure by the Company to
comply for 30 days after written notice with any of their obligations under the covenants described under Sections 3.8 and  3.10 of the Indenture (in each
case, other than a (A) failure to purchase Notes when required under the Indenture, which failure shall constitute an
Event of Default under clause (ii) above and (B) a failure by the Company or any Guarantor to comply with its obligations under Article IV, which failure shall constitute an Event of Default under
clause (iii) above); (v) the failure by the Company or any restricted Subsidiary to comply for 60 days after written notice with their other agreements contained in the Indenture or under the Notes
(other than those referred to in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries or is recourse to
the Company or its Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists,
or is created after the date of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium,
if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness ("payment default") or (b) results in the
acceleration of such Indebtedness prior to its final maturity (the "cross acceleration provision") and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $15.0 million
or more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated 


A-6







 

financial
statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (the  "bankruptcy provisions"); (viii)
failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of
the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $15.0
million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of
60 days (the "judgment default provision"); or (ix) any Note Guarantee ceases to be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any Guarantor denies or disaffirms its obligations under the Indenture or its Note Guarantee. However, a default under clauses (iv)
and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 


        If
an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in
principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately. If an Event of
Default described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. 


        Holders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or
security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in
their interest. 


	13.
	Trustee Dealings with the Company  



        Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. 


	14.
	No Recourse Against Others  



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


	15.
	Authentication  



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


	16.
	Abbreviations  



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


A-7







 


	17.
	CUSIP Numbers  



        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the
Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon. 


	18.
	Defined Terms  



        As used in this Note, terms defined in the Indenture are used herein as therein defined. 


	19.
	Governing Law  



        This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 



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





Dave
& Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: Chief Financial Officer

Facsimile No.: 214-357-1536 





A-8












   
ASSIGNMENT FORM 


To
assign this Note, fill in the form below: 


I
or we assign and transfer this Note to 


____________________________________________________________

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


____________________________________________________________

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


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


____________________________________________________________________________________________________




Date:
____________                                      Your
Signature: __________________________________ 


Signature  Guarantee:  ______________________________________________

                                         
 (Signature must be guaranteed) 


____________________________________________________________________________________________________

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


        The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 


        In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original
issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being: 


CHECK
ONE BOX BELOW: 



	

1	

o	

acquired for the undersigned's own account, without transfer; or
	

2	

o	

transferred to the Company; or
	

3	

o	

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
	

4	

o	

transferred pursuant to an effective registration statement under the Securities Act; or
	

5	

o	

transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	

6	

o	

transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which
letter appears as Section 2.8 of the Indenture); or
	

7	

o	

transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.





Unless
one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof;  provided, however,
that if box (5), (6) or (7) is checked, the Trustee or the Company may require, prior to registering any such transfer of the Notes,
in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is 


A-9







 



being
made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act. 



	

 	
 	

 Signature
	

Signature Guarantee:	
 	

 
	

 (Signature must be guaranteed)	
 	

 Signature
	



 	

 	



 
	







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


TO
BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 


        The
undersigned represents and warrants that it is purchasing this Note 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, 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. 


Dated:                                       
                                 NOTICE:
To be executed by an executive officer 


A-10







 
[TO
BE ATTACHED TO GLOBAL NOTES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE 


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



	Date of

Exchange
	 	Amount of decrease in

Principal Amount of this

Global Note
	 	Amount of increase in

Principal Amount of this

Global Note
	 	Principal Amount of this

Global Note following

such decrease or increase
	 	Signature of authorized

signatory of Trustee or

Notes Custodian





A-11







 
OPTION
OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Note purchased by the Company pursuant to Section 3.8 or  3.10 of the Indenture, check the box: o 



        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.8 or  3.10 of the Indenture, state the amount in principal amount (must be denominations of $1,000 and integral multiples of $1,000): $ 


Date:  _______________        Your
Signature: ______________________________

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



Signature  Guarantee:  ______________________________

                                         
 (Signature must be guaranteed) 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


A-12








   
EXHIBIT B 


[FORM
OF FACE OF SERIES B NOTE] 


[Depositary
Legend, if applicable] 


B-1







 


	No. [______]	 	Principal Amount $[____________],

as revised by the Schedule of Increases

and Decreases in the Global Note attached hereto
	

 	
 	

CUSIP NO. _________________




DAVE
& BUSTERS, INC. 


111/4%
Senior Note, Series B, due 2014 


        Dave
& Busters, Inc., a Missouri corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [________________] Dollars, as revised by
the Schedule of Increases and Decreases in the Global Note attached hereto, on March 15, 2014. 



	 	
 Interest Payment Dates:	
 	

March 15 and September 15.
	 	Record Dates:	 	March 1 and September 1.
	 	 Additional provisions of this Note are set forth on the other side of this Note.





	

 	
 	

DAVE & BUSTERS, INC.
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

By:	

 Name:

Title:
	

TRUSTEE'S CERTIFICATE OF

    AUTHENTICATION	
 	

 	

 
	

Dated:	
 	

 	

 
	

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

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.





	

By:	

 Authorized Signatory	
 	

 




B-2







 
[FORM
OF REVERSE SIDE OF SERIES B NOTE] 


111/4%
Senior Note, Series B, due 2014 


	1.
	Interest  



        Dave & Busters, Inc., a Missouri corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. 


        The
Company shall pay interest semiannually on March 15 and September 15 of each year. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the
Notes or, if no interest has been paid, from March 8, 2006. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate
borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 


	2.
	Method of Payment  





        By no later than 10:00 a.m. (New York City time) on the date on which any principal of (premium, if any) or interest on any Note is due and payable, the Company
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company shall pay interest (except Defaulted Interest) to
the Persons who are registered Holders at the close of business on the March 1 and September 1 next preceding the interest payment date even if Notes are cancelled or repurchased after the record date
and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the
United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and
interest) shall be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make all payments in respect of a Definitive Note (including
principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof as such address shall appear on the Note Register;  provided, however, that payments on the Notes represented by Definitive Notes may also be made, in the
case of a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding
the relevant due date for payment (or such other date as the Trustee may accept). 


	3.
	Paying Agent and Registrar  



        Initially, The Bank of New York Trust Company, N.A., the trustee under the Indenture ("Trustee"), shall act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice to any Holder. The Company or any Wholly Owned Subsidiary that is a Domestic Subsidiary may act as Paying Agent or Registrar. 


	4.
	Indenture  





        The Company issued the Notes under an Indenture dated as of March 8, 2006 (as it may be amended or supplemented from time to time in accordance with the terms
thereof, the "Indenture"), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect from time to time (the "Act"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of
those terms. 


B-3







 

        The
Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. This
Note is one of the 111/4% Senior Notes, Series A, due 2014 referred to in the Indenture. The Notes include (i) $175,000,000 aggregate principal amount of the Company's
111/4% Senior Notes, Series A, due 2014 issued under the Indenture on March 8, 2006 (herein called "Initial Notes"), (ii) if and when issued, additional 111/4% Senior
Notes, Series A, due 2014 or 111/4% Senior Notes, Series B, due 2014 of the Company that may be issued from time to time under the Indenture subsequent to March 8, 2006 (herein called
"Additional Notes") and (iii) if and when issued, the Company's 111/4% Senior Notes, Series B, due 2014 that may be issued from time to time under the Indenture in exchange for Initial
Notes or Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single
class of securities under the Indenture. The Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of
dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted
Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, certain Sale/Leaseback Transactions involving
the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of
the Company and its Restricted Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to
enter into agreements that restrict distributions and dividends from Restricted Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain
Restricted Subsidiaries to guarantee the obligations under the Notes and the Indenture. 


	5.
	Redemption  



        Except as described below, the Notes are not redeemable until March 15, 2010. On and after March 15, 2010, the Company may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes,
if any, to the applicable Redemption
Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on
March 15 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2010	 	105.625	%
	2011	 	102.813	%
	2012 and thereafter	 	100.000	%





        Prior
to March 15, 2009, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes and Additional Notes, if any, and Exchange Notes with
the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 111.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: 



	(1)
	at
least 65% of the original principal amount of the Notes and Additional Notes, if any, and Exchange Notes remains outstanding after each such redemption; and



	(2)
	the
redemption occurs within 90 days after the closing of such Equity Offering. 






        If
the optional Redemption Date is on or after a record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in
whose name the 


B-4







 

Note
is registered at the close of business, on such record date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Company. 


        In
the case of any partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate, although
no Note of $1,000 in original principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original
Note. 


        The
Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes. The Company may at any time and from time to time purchase Notes
through open market purchases, negotiated purchases, tender offers or otherwise. 


	6.
	Change of Control Provisions  



        Upon the occurrence of a Change of Control, any Holder shall have the right to require the Company to repurchase all or any part of the Notes of such Holder at a
purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture. The Company shall be required to make an Asset Disposition Offer
in certain circumstances described in the Indenture. 


	7.
	Denominations; Transfer; Exchange  





        The Notes are in registered form without coupons in denominations of principal amount of $1,000 and integral multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes for a period beginning (1) 15 Business Days before the mailing of a notice of an
offer to repurchase Notes and ending at the close of business on the day of such mailing, or (2) 15 days before an interest payment date and ending on such interest payment date. 


	8.
	Persons Deemed Owners  




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


	9.
	Unclaimed Money  



        If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look only to the Company and not to the
Trustee for payment. 


	10.
	Defeasance  



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


B-5







 


	11.
	Amendment, Waiver  



        Subject to certain exceptions set forth in the Indenture, (i) the Indenture, a Note Guarantee, and the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes) and (ii) subject to certain exceptions, any past default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders
of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture or the Notes to cure any ambiguity,
omission, defect, mistake or inconsistency, to comply with Article IV or Article X in respect of the
assumption by a Successor Company of an obligation of the Company or any Guarantor under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add
Guarantees with respect to the Notes or release a Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to secure the Notes, to make any change
that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such Holder, to comply with any requirement
of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to provide for the issuance of the Exchange Notes, to provide for successor trustees or to conform the text
of the Indenture, this Note or the Note Guarantees to the "Description of notes" section of the Offering Memorandum. 


	12.
	Defaults and Remedies  





        Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest or
additional interest when due on the Notes; (ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to
paragraph 5 hereof, upon declaration or otherwise; (iii) the failure by the Company or any Guarantor to comply with its obligations under Article IV of the Indenture; (iv) failure by the Company to
comply for 30 days after written notice with any of their obligations under the covenants described under Sections 3.8 and  3.10 of the Indenture (in each
case, other than a (A) failure to purchase Notes when required under the Indenture, which failure shall constitute an
Event of Default under clause (ii) above and (B) a failure by the Company or any Guarantor to comply with its obligations under Article IV, which failure shall constitute an Event of Default under
clause (iii) above); (v) the failure by the Company or any Restricted Subsidiary to comply for 60 days after written notice with their other agreements contained in the Indenture or under the Notes
(other than those referred to in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries or is recourse to
the Company or its Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists,
or is created after the date of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium,
if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness ("payment default") or (b) results in the
acceleration of such Indebtedness prior to its final maturity (the "cross acceleration provision") and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $15.0 million
or more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, 


B-6







 

taken
together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning
of any Bankruptcy Law (the "bankruptcy provisions"); (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $15.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged,
waived or stayed for a period of 60 days (the "judgment default provision"); or (ix) any Note Guarantee ceases to be in full force and effect (except as
contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor denies or disaffirms its obligations under the Indenture or its Note Guarantee.
However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company
of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 


        If
an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in
principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately. If an Event of
Default described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. 


        Holders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or
security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in
their interest. 


	13.
	Trustee Dealings with the Company  



        Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. 


	14.
	No Recourse Against Others  



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


	15.
	Authentication  



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


	16.
	Abbreviations  




        Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN
(=joint tenants with rights of 


B-7







 



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


	17.
	CUSIP Numbers  



        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the
Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon. 


	18.
	Defined Terms  



        As used in this Note, terms defined in the Indenture are used herein as therein defined. 


	19.
	Governing Law  



        This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 



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





Dave
& Busters, Inc.

2481 Mañana Drive

Dallas, Texas 75220

Attention: Chief Financial Officer

Facsimile No.: 214-357-1536 





B-8












   
ASSIGNMENT FORM 


To
assign this Note, fill in the form below: 


I
or we assign and transfer this Note to 


____________________________________________________________

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


____________________________________________________________

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


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


____________________________________________________________________________________________________




Date:
____________                                      Your
Signature: _____________________________ 


Signature  Guarantee:  _________________________________________

                                         
 (Signature must be guaranteed) 


____________________________________________________________________________________________________

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


The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


B-9







 
[TO
BE ATTACHED TO GLOBAL NOTES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE 


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



	Date of

Exchange
	 	Amount of decrease in

Principal Amount of this

Global Note
	 	Amount of increase in

Principal Amount of this

Global Note
	 	Principal Amount of this

Global Note following

such decrease or increase
	 	Signature of authorized

signatory of Trustee or

Notes Custodian





B-10







 
OPTION
OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Note purchased by the Company pursuant to Section 3.8 or  3.10 of the Indenture, check the box: o 



        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.8 or  3.10 of the Indenture, state the amount in principal amount (must be denominations of $1,000 and integral multiples of $1,000): $ 


Date:  _______________        Your
Signature: ______________________________

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



Signature  Guarantee:  ______________________________

                                         
 (Signature must be guaranteed) 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


B-11








   
EXHIBIT C 


FORM
OF NOTATION OF GUARANTEE 


        For
value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of March 8, 2006 (the "Indenture") among Dave & Busters, Inc., the Guarantors listed
on the signature pages thereto and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), (a) the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company to the
Holders or the Trustee under the Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceedings, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). The obligations of the Guarantors to the Holders
and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee, which terms are incorporated herein by reference. 



	

 	
 	

[Guarantor]
	

 	
 	

By:	

 Name:

Title:




C-1








   
EXHIBIT D 


FORM
OF INDENTURE SUPPLEMENT TO ADD GUARANTORS TO GUARANTEE NOTES 


        This
Supplemental Indenture and Note Guarantee, dated as of [                ], 20      (this "Supplemental
Indenture" or "Guarantee"), among [name of future
Guarantor] (the "Guarantor"), Dave & Busters, Inc. (together with its successors and assigns, the
"Company"), each other then existing Guarantor under the Indenture referred to below, and The Bank of New York Trust Company, N.A., as Trustee under the
Indenture referred to below. 


W
I T N E S S E T H: 


        WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 8, 2006 (as amended, supplemented, waived or otherwise
modified, the "Indenture"), providing for the issuance of an unlimited aggregate principal amount of 11% Senior Notes due 2014 of the Company (the
"Notes"); 


        WHEREAS,
Section 3.11 of the Indenture provides that the Company is required to cause each Restricted Subsidiary, other than a Foreign
Subsidiary created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to the Trustee a Note Guarantee pursuant to which such Guarantor shall
unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes and all sums due and owing to the Trustee on a
senior basis; and 


        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any Holder; 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 


ARTICLE
I 


Definitions


        SECTION
1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are
used herein as therein defined, except that the term "Holders" in this Guarantee shall refer to the term "Holders" as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such Holders. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof. 


ARTICLE
II 


Agreement to be Bound; Guarantee


        SECTION
2.1 Agreement to be Bound. The Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the
rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor
and to perform all of the obligations and agreements of a Guarantor under the Indenture. 



        SECTION
2.2 Guarantee. The Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as a
surety, jointly and severally with each other Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of
the Obligations pursuant to Article X of the Indenture. 


D-1







 
ARTICLE
III 


Miscellaneous


        SECTION
3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor,
at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 


        [Name of future Guarantor]

[                                         
                 ]

[                                         
                 ]

[Attention:
[                                         
                 ]

[Facsimile No.: (        )      -        ]



        SECTION
3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation,
other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 


        SECTION
3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of
New York. 


        SECTION
3.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability. 


        SECTION
3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in
all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture. 



        SECTION
3.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement. 


        SECTION
3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions hereof. 


D-2







 



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



	

 	
 	

[GUARANTOR],

as a Guarantor
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
	

 	
 	

By:	

 Name:

Title:
	

 	
 	

DAVE & BUSTERS, INC.
	

 	
 	

By:	

 Name:

Title:
	 	 	 	 





D-3