EX-4.1



 





Exhibit 4.1




 





INDENTURE




Dated as of March 16, 2007




Among




BELDEN CDT INC.




THE GUARANTORS NAMED PARTY HERETO




and




U.S. BANK NATIONAL ASSOCIATION,




as Trustee




7% SENIOR SUBORDINATED NOTES DUE 2017




 





 









 





CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture Act 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)
	 	7.10
	 (c)
	 	N.A.
	311(a)
	 	7.11
	 (b)
	 	7.11
	 (c)
	 	N.A.
	312(a)
	 	2.05
	 (b)
	 	12.03
	 (c)
	 	12.03
	313(a)
	 	7.06
	 (b)(1)
	 	N.A.
	 (b)(2)
	 	7.06; 7.07
	 (c)
	 	7.06; 12.02
	 (d)
	 	7.06
	314(a)
	 	4.03; 12.02; 12.05
	 (b)
	 	N.A.
	 (c)(1)
	 	12.04
	 (c)(2)
	 	12.04
	 (c)(3)
	 	N.A.
	 (d)
	 	N.A.
	 (e)
	 	12.05
	 (f)
	 	N.A.
	315(a)
	 	7.01
	 (b)
	 	7.05; 12.02
	 (c)
	 	7.01
	 (d)
	 	7.01
	 (e)
	 	6.14
	316(a)(last sentence)
	 	2.09
	 (a)(1)(A)
	 	6.05
	 (a)(1)(B)
	 	6.04
	 (a)(2)
	 	N.A.
	 (b)
	 	6.07
	 (c)
	 	2.12; 9.04
	317(a)(1)
	 	6.08
	 (a)(2)
	 	6.12
	 (b)
	 	2.04
	318(a)
	 	12.01
	 (b)
	 	N.A.
	 (c)
	 	12.01








 




			
	N.A. means not applicable.
	 
	*	 	This Cross-Reference Table is not part of this Indenture.





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	23	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	24	 
	Section 1.04 Rules of Construction
	 	 	24	 
	Section 1.05 Acts of Holders
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 2

	 
	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating; Terms
	 	 	26	 
	Section 2.02 Execution and Authentication
	 	 	27	 
	Section 2.03 Registrar and Paying Agent
	 	 	28	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	28	 
	Section 2.05 Holder Lists
	 	 	29	 
	Section 2.06 Transfer and Exchange
	 	 	29	 
	Section 2.07 Replacement Notes
	 	 	40	 
	Section 2.08 Outstanding Notes
	 	 	41	 
	Section 2.09 Treasury Notes
	 	 	41	 
	Section 2.10 Temporary Notes
	 	 	41	 
	Section 2.11 Cancellation
	 	 	42	 
	Section 2.12 Defaulted Interest
	 	 	42	 
	Section 2.13 CUSIP Numbers
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 3

	 
	REDEMPTION

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	43	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	43	 
	Section 3.03 Notice of Redemption or Repurchase
	 	 	43	 
	Section 3.04 Effect of Notice of Redemption
	 	 	44	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	44	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	45	 
	Section 3.07 Optional Redemption
	 	 	45	 
	Section 3.08 Mandatory Redemption
	 	 	46	 
	Section 3.09 Offers to Repurchase by Application of Excess Proceeds
	 	 	46	 






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	 	 	Page	 
	ARTICLE 4

	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	48	 
	Section 4.02 Maintenance of Office or Agency
	 	 	48	 
	Section 4.03 Reports
	 	 	49	 
	Section 4.04 Compliance Certificate
	 	 	49	 
	Section 4.05 Taxes
	 	 	50	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	50	 
	Section 4.07 Restricted Payments
	 	 	50	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	54	 
	Section 4.09 Limitation on Incurrence of Indebtedness
	 	 	56	 
	Section 4.10 Asset Sales
	 	 	59	 
	Section 4.11 Transactions with Affiliates
	 	 	60	 
	Section 4.12 Liens
	 	 	61	 
	Section 4.13 Corporate Existence
	 	 	62	 
	Section 4.14 Offer to Repurchase upon Change of Control
	 	 	62	 
	Section 4.15 Limitation on Senior Subordinated Debt
	 	 	64	 
	Section 4.16 Discharge and Suspension of Covenants
	 	 	64	 
	Section 4.17 Payments for Consent
	 	 	65	 
	Section 4.18 Subsidiary Guarantees
	 	 	65	 
	 
	ARTICLE 5

	 
	SUCCESSORS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets
	 	 	65	 
	Section 5.02 Successor Corporation Substituted
	 	 	66	 
	 
	ARTICLE 6

	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	67	 
	Section 6.02 Acceleration
	 	 	68	 
	Section 6.03 Other Remedies
	 	 	68	 
	Section 6.04 Waiver of Past Defaults
	 	 	69	 
	Section 6.05 Control by Majority
	 	 	69	 
	Section 6.06 Limitation on Suits
	 	 	69	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	70	 
	Section 6.08 Collection Suit by Trustee
	 	 	70	 
	Section 6.09 Restoration of Rights and Remedies
	 	 	70	 
	Section 6.10 Rights and Remedies Cumulative
	 	 	70	 
	Section 6.11 Delay or Omission Not Waiver
	 	 	70	 
	Section 6.12 Trustee May File Proofs of Claim
	 	 	70	 
	Section 6.13 Priorities
	 	 	71	 
	Section 6.14 Undertaking for Costs
	 	 	71	 






-ii-









 








	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 7

	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	72	 
	Section 7.02 Rights of Trustee
	 	 	73	 
	Section 7.03 Individual Rights of Trustee
	 	 	74	 
	Section 7.04 Trustee’s Disclaimer
	 	 	74	 
	Section 7.05 Notice of Defaults
	 	 	74	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	75	 
	Section 7.07 Compensation and Indemnity
	 	 	75	 
	Section 7.08 Replacement of Trustee
	 	 	76	 
	Section 7.09 Successor Trustee by Merger, etc
	 	 	77	 
	Section 7.10 Eligibility; Disqualification
	 	 	77	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 8

	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	77	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	77	 
	Section 8.03 Covenant Defeasance
	 	 	78	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	78	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
	 	 	79	 
	Section 8.06 Repayment to Company
	 	 	80	 
	Section 8.07 Reinstatement
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 9

	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	80	 
	Section 9.02 With Consent of Holders of Notes
	 	 	81	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	83	 
	Section 9.04 Revocation and Effect of Consents
	 	 	83	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	83	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	83	 
	 
	 	 	 	 
	ARTICLE 10

	 
	NOTE GUARANTEES

	 
	 	 	 	 
	Section 10.01 Note Guarantee
	 	 	84	 
	Section 10.02 Subordination of Guarantor Payments
	 	 	85	 
	Section 10.03 Limitation on Guarantor Liability
	 	 	85	 
	Section 10.04 Execution and Delivery
	 	 	86	 
	Section 10.05 Subrogation
	 	 	86	 
	Section 10.06 Benefits Acknowledged
	 	 	86	 
	Section 10.07 Release of Note Guarantees
	 	 	87	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 11

	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	87	 
	Section 11.02 Application of Trust Money
	 	 	88	 
	Section 11.03 Repayment to the Company
	 	 	88	 
	 
	 	 	 	 
	ARTICLE 12

	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	89	 
	Section 12.02 Notices
	 	 	89	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	90	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	90	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	90	 
	Section 12.06 Rules by Trustee and Agents
	 	 	91	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	91	 
	Section 12.08 Governing Law
	 	 	91	 
	Section 12.09 Waiver of Jury Trial
	 	 	91	 
	Section 12.10 Force Majeure
	 	 	92	 
	Section 12.11 No Adverse Interpretation of Other Agreements
	 	 	92	 
	Section 12.12 Successors
	 	 	92	 
	Section 12.13 Severability
	 	 	92	 
	Section 12.14 Counterpart Originals
	 	 	92	 
	Section 12.15 Table of Contents, Headings, etc
	 	 	92	 
	Section 12.16 Qualification of Indenture
	 	 	92	 
	 
	 	 	 	 
	ARTICLE 13

	 
	SUBORDINATION OF NOTES

	 
	 	 	 	 
	Section 13.01 Agreement to Subordinate
	 	 	93	 
	Section 13.02 Liquidation; Dissolution; Bankruptcy
	 	 	93	 
	Section 13.03 Default on Designated Senior Debt
	 	 	93	 
	Section 13.04 Acceleration of Notes
	 	 	94	 
	Section 13.05 When Distribution Must Be Paid Over
	 	 	94	 
	Section 13.06 Notice by the Company
	 	 	95	 
	Section 13.07 Subrogation
	 	 	95	 
	Section 13.08 Relative Rights
	 	 	95	 
	Section 13.09 Subordination May Not Be Impaired by the Company and Guarantors
	 	 	95	 
	Section 13.10 Distribution or Notice to Representative
	 	 	96	 
	Section 13.11 Rights of Trustee and Paying Agent
	 	 	96	 
	Section 13.12 Authorization to Effect Subordination
	 	 	96	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            Form of Note
	 	 	 	 
	Exhibit B            Form of Certificate of Transfer
	 	 	 	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	Exhibit C            Form of Certificate of Exchange
	 	 	 	 
	Exhibit D            Form of Note Guarantee
	 	 	 	 






-v-









 





          INDENTURE, dated as of March 16, 2007, among Belden CDT Inc., a Delaware corporation (the
“Company”), the Guarantors (as defined herein) listed on the signature pages hereto and
U.S. Bank National Association, a national banking association, as Trustee.




W I T N E S S E T H:




          WHEREAS, the Company has duly authorized the creation of an issue of $350,000,000 aggregate
principal amount of 7% Senior Subordinated Notes due 2017 (the “Initial Notes”);




          WHEREAS, each of the Company and each of the Guarantors has duly authorized the execution and
delivery of this Indenture.




          NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the Notes.




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



Section 1.01 Definitions.




          “144A Global Note” means a Global Note substantially in the form of Exhibit A
hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.




          “Acquired Debt” means, with respect to any specified Person, (i) (a) Indebtedness of
any other Person existing at the time such other Person is merged or consolidated with or into or
becomes a Subsidiary of such specified Person or (b) assumed by such specified Person in connection
with an acquisition of any Equity Interests or assets of such other Person, including, without
limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person
merging or consolidating with or into or becoming a Subsidiary of such specified Person, and (ii)
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.




          “Additional Interest” has the meaning set forth in the Registration Rights Agreement.




          “Additional Notes” means additional Notes (other than the Initial Notes and other than
Exchange Notes for such Initial Notes issued pursuant to Sections 2.06, 2.07, 2.10 and 3.06) issued
from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.09 hereof.




          “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 purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person shall be deemed to be control.




          “Agent” means any Registrar or Paying Agent.




 









 








          “Applicable Premium” means, with respect to a note on any redemption date, the excess
of (A) the present value at such time of (i) the redemption price of such note at March 15, 2012
plus (ii) all remaining interest payments due on such note through and including March 15, 2012
(excluding any interest accrued to the redemption date), discounted on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) from March 15, 2012 to the redemption
date using a discount rate equal to the Applicable Treasury Rate plus 50 basis points, over (B) the
principal amount of such note; provided that in no event shall the Applicable Premium be
less than zero.




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




          “Applicable Treasury Rate” for any redemption date, means the yield to maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two Business Days prior to the redemption date of such note (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to March 15, 2012; provided,
however, that if the period from the redemption date to March 15, 2012 is not equal to the
constant maturity of a United States Treasury security for which a weekly average yield is given,
the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury securities for
which such yields are given except that if the period from the redemption date to March 15, 2012 is
less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.




          “Asset Acquisition” means, with respect to any Person, (1) an Investment by such
Person or any Restricted Subsidiary of such Person in any third Person pursuant to which such third
Person shall become a Restricted Subsidiary of such Person or any Restricted Subsidiary of such
Person, or shall be merged with or into such Person or any Restricted Subsidiary of such Person, or
(2) the acquisition by such Person or any Restricted Subsidiary of such Person of the assets of any
third Person (other than a Restricted Subsidiary of such Person) which constitute all or
substantially all of the assets of such third Person or comprises any division or line of business
of such third Person or any other properties or assets of such third Person other than in the
ordinary course of business.




          “Asset Sale” means (i) the sale, lease, conveyance or other disposition of any assets
or rights (including, without limitation, by way of a sale and leaseback), in each case other than
in the ordinary course of business (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as
a whole will be governed by Section 4.14 and/or 5.01 and not by Section 4.10), and (ii) the issue
or sale by the Company or any of its Subsidiaries of Equity Interests of any of the Company’s
Restricted Subsidiaries other than director’s qualifying shares or shares required by applicable
law to be held by a Person other than the Company or a Restricted Subsidiary, in the case of either
clause (i) or (ii), whether in a single transaction or a series of related transactions (a) that
have a fair market value in excess of $2.0 million or (b) for net proceeds in excess of $2.0
million. Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales:
(i) a transfer, sale or other disposition of assets by the Company to a Restricted Subsidiary or by
a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (ii) an issuance, sale,
transfer or other disposition of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (iii) a Restricted Payment that is permitted by Section 4.07 or the
definition of Permitted Investment; (iv) any sale, lease, sublease or other disposition of assets
that are no longer used, or are damaged, worn-out or obsolete, by the Company or any of its Restricted Subsidiaries; (v) issuance
of Equity Interests by a Restricted Subsidiary of the Company in which the Company’s percentage
interest (direct




-2-









 







and indirect) in the Equity Interests of such Restricted Subsidiary, after giving
effect to such issuance, is at least equal to its percentage interest prior thereto; (vi) the sale
or other disposition of Cash Equivalents or Marketable Securities; (vii) the sale, lease, sublease,
license, sublicense or consignment of accounts receivable, equipment, inventory, real property, or
other assets in the ordinary course of business, including leases or subleases with respect to
facilities which are temporarily not in use or pending their disposition; (viii) trade or exchange
of assets of equivalent fair market value; (ix) the licensing of intellectual property or other
general intangibles to third Persons on customary terms as determined by the Board of Directors in
good faith; (x) the good faith surrender or waiver of contract rights or the settlement, release or
surrender of claims of any kind; (xi) the sale or other disposal of property or assets pursuant to
the exercise of any remedies pursuant to the Credit Agreement or the other security documents
relating to any Indebtedness permitted under this Indenture; (xii) sales of Securitization Assets
and related assets of the type specified in the definition of “Securitization Financing” to a
Securitization Subsidiary in connection with any Qualified Securitization Financing; (xiii) a
transfer of Securitization Assets and related assets of the type specified in the definition of
“Securitization Financing” (or a fractional undivided interest therein) by a Securitization
Subsidiary in a Qualified Securitization Financing; (xiv) creating or granting of Liens (and any
sale or disposition thereof or foreclosure thereon) not prohibited by this Indenture; (xv) grants
of credits or allowances in the ordinary course of business and (xvi) condemnations on or the
taking by eminent domain of property or assets.




          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time
of determination, the present value (discounted at the rate of interest implicit in such
transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended).




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




          “Board of Directors” means (i) with respect to a corporation, the board of directors
of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii)
with respect to a partnership, the Board of Directors of the general partner of the partnership,
(iii) with respect to a limited liability company, the managing member or members or any
controlling committee or board of directors of the sole member or of the managing member thereof
and (iv) with respect to any other Person, the board or committee of such Person serving a similar
function.




          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.




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




          “Capital Interests” 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 or membership interests (whether general or
limited) 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 (other than
earn-outs or similar consideration payable in connection with an acquisition).




          “Capital Lease Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.




-3-









 









          “Cash Equivalents” means:





     (i) United States dollars;




     (ii) securities issued or directly and fully guaranteed or insured by (a) the United
States government, (b) the United Kingdom, (c) any government of a member state of the
European Union whose currency is the Euro or (d) any agency or instrumentality of any of the
foregoing (provided that the full faith and credit of the United States, the United
Kingdom or the applicable member state, as the case may be, is pledged in support thereof),
in each case having maturities of not more than twelve months from the date of acquisition;




     (iii) certificates of deposit and eurodollar time deposits with maturities of twelve
months or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding twelve months and overnight bank deposits, in each case with any lender party to
the Credit Agreement or with any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia or any foreign country
recognized by the United States of America having capital and surplus, at the time of
acquisition thereof, in excess of $500 million (or foreign currency equivalent thereof) and
a Thompson Bank Watch Rating of “B” or better;




     (iv) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii) above;




     (v) commercial paper having the highest rating obtainable from Moody’s Investors
Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within
twelve months after the date of acquisition;




     (vi) readily marketable direct 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 thereof and, at the time of
acquisition thereof, having one of the two highest ratings obtainable from either Standard &
Poor’s Rating Services, Inc. or Moody’s Investors Service, Inc.;




     (vii) in the case of any Restricted Subsidiary organized or having its principal place
of business outside the United States, investments denominated in the currency of the
jurisdiction in which such Restricted Subsidiary is organized or has its principal place of
business which are similar to the items specified in clauses (i) through (vi); and




     (viii) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i) through (vii) of this definition.




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




     (i) any sale, lease, transfer, conveyance or other disposition (other than a Lien
permitted by this Indenture or by way of consolidation or merger), in one transaction or a
series of related transactions, of all or substantially all of the assets of the Company and
its Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of
Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of this Indenture);



-4-









 






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




     (iii) the Company becomes aware (whether by any report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any Person
or Group shall become the owner, directly or indirectly, beneficially
or of record, of shares representing 50% or more of the aggregate ordinary voting power represented by the
issued and outstanding Capital Interests of the Company; or




     (iv) the replacement over a two-year period of a majority of the Board of Directors of
the Company who constituted the Board of Directors of the Company, at the beginning of such
period, and each such replacement shall not have been approved by a vote of at least a
majority of the Continuing Directors.




     “Clearstream” means Clearstream Banking Société Anonyme and any successor thereto.




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



          “Company Order” means a written request or order signed on behalf of the Company by an
Officer of the Company, who must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, and delivered to the
Trustee.




          “Consolidated Cash Flow” means, with respect to any Person, for any period, the sum
(without duplication) of:





     (i) Consolidated Net Income; and




     (ii) to the extent Consolidated Net Income has been reduced thereby:




     (a) all income taxes of such Person and its Restricted Subsidiaries, paid or
accrued in accordance with GAAP for such period;




     (b) Consolidated Interest Expense; and




     (c) Consolidated Non-Cash Charges;


all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in
accordance with GAAP.




          “Consolidated Interest Expense” means, with respect to any Person for any period, the
sum of, without duplication, the aggregate interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations (paid, accrued and/or scheduled to be paid or accrued),
imputed interest with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’
acceptance financings, and net payments (if any) pursuant to Hedging Obligations (including
fees and premiums), but excluding amortization of debt issuance costs, to the extent that any such
expense was deducted in computing such Consolidated Net Income on a consolidated basis for such
Person and its Restricted Subsidiaries and determined in accordance with GAAP.




-5-









 








          “Consolidated Net Income” means, with respect to any Person, for any period, the
aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a
consolidated basis, determined in accordance with GAAP, provided that there shall be
excluded therefrom (without duplication):





     (1) gains or losses from Asset Sales (without regard to the $2.0 million threshold set
forth in the definition thereof) or other dispositions, abandonments or reserves relating
thereto or the extinguishment of any Indebtedness, together with any related provision for
taxes on such gains or losses;




     (2) any unusual, extraordinary or non-recurring gain, loss, charge or expense,
(including, without limitation, retention, severance, systems establishment cost, excess
pension charges, contract termination restructuring costs and litigation settlements or
losses) together with any related provision for taxes on such unusual, extraordinary or
non-recurring gain, loss, charge or expense;




     (3) the net income or loss of any Person acquired prior to the date it becomes a
Restricted Subsidiary of the referent Person or is merged or consolidated with the referent
Person or any Restricted Subsidiary of the referent Person, subject to clause (5) below;




     (4) solely for purpose of calculating Consolidated Net Income to determine the amount
of Restricted Payments permitted under Section 4.07, the net income (but not loss) of any
Subsidiary of the Company (excluding in the case of the Company or any of its Restricted
Subsidiaries, any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary) to the
extent that the declaration of dividends or similar distributions by that Subsidiary of that
income is restricted by a contract, operation of law or otherwise, except to the extent that
such net income is actually, or permitted to be, paid to the Company or a Restricted
Subsidiary thereof by loans, advances, intercompany transfers, principal repayments or
otherwise;




     (5) the net income of any Person, other than a Restricted Subsidiary of the referent
Person, except to the extent of cash dividends or distributions paid to the referent Person
or to a Restricted Subsidiary of the referent Person by such Person;




     (6) income or loss attributable to discontinued operation (including, without
limitation, operations disposed of during such period whether or not such operations were
classified as discontinued);




     (7) in the case of a successor to the referent Person by consolidation or merger or as
a transferee of the referent Person’s assets, any earnings of the successor corporation
prior to such consolidation, merger or transfer of assets;




     (8) the cumulative effect of a change in accounting principles;




     (9) any non-cash compensation charges or other non-cash expenses, or charges arising
from the grant or issuance or repricing of stock, stock options or other equity-based awards
or any amendment, modification, substitution or change of any such stock, options or other
equity-based awards;




     (10) the effect of any non-cash items resulting from any amortization, write-up,
write-down or write-off of assets (including intangible assets, goodwill and deferred
financing costs in connection with the Transactions or any future acquisition, disposition,
merger, consolidation or



-6-









 







similar transaction or any other non-cash impairment charges
incurred subsequent to the date of this Indenture resulting from the application of SFAS
Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an
accrual of or reverse for cash expenditures in any future period except to the extent such
item is subsequently reversed));




     (11) any net gain or loss resulting from Hedging Obligations (including pursuant to the
application of SFAS No. 133);




     (12) gains and losses due solely to fluctuations in currency values and the related tax
effects;




     (13) non-cash losses, expenses and charges incurred in connection with restructuring
within the Company and/or one or more Restricted Subsidiaries, including in connection with
integration of acquired businesses or Persons, disposition of one or more Subsidiaries or
businesses, exiting of one or more lines of businesses and relocation or consolidation of
facilities;




     (14) any increase in amortization or depreciation or any one time non-cash charges
(such as capitalized manufacturing profit in inventory) resulting from purchase accounting;
and




     (15) any amortization or write-offs of debt issuance or deferred financing costs and
premiums and prepayment penalties.



          “Consolidated Non-Cash Charges” means, with respect to any Person and its Restricted
subsidiaries, for any period, depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash charges, expenses or losses, including any impairment charges and the
impact of purchase accounting, such as the amortization of inventory step-up (but excluding any
such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses
in any future period or amortization of a prepaid cash expense that was paid in a prior period) of
any Person and its Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash expenses were deducted in computing such Consolidated Net Income, minus non-cash
items increasing such Consolidated Net Income for such period (other than accruals of revenue in
the ordinary course of business and reversals in such period of an accrual of, or reserve for, a
cash charge in another period) on a consolidated basis for such Person and its Restricted
Subsidiaries and determined in accordance with GAAP.




          “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who (i) was a member of such Board of Directors on the date of this
Indenture or, (ii) 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 such Board of Directors at
the time of such nomination or election.




          “Corporate Trust Office of the Trustee” 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 EP-MN-WS3C, 60 Livingston Avenue, St. Paul MN 55107, Attention: Corporate
Trust Services, 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 written notice to the Holders
and the Company).




          “Consolidated Total Assets” means, as of any date, the total assets of the Company and
the Restricted Subsidiaries on a consolidated basis (determined in accordance with GAAP) at the end
of the fiscal quarter immediately preceding such date.




-7-









 








     “Credit Agreement” means the credit agreement in effect on the Closing Date among the
Company, Wachovia Bank, National Association as agent and the lenders party thereto and any related
notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits
or schedules to any of the foregoing (as the same may be in effect from time to time), in each
case, as such agreements may be amended, modified, renewed, refunded, replaced, restated,
substituted, refinanced, supplemented or restated from time to time (whether with the original
agents and lenders or other agents or lenders or otherwise all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by the same or any other
agent, lender or group of lenders.



     “Custodian” means the Trustee, as custodian with respect to the Notes issuable or
issued in whole or in part in global form, or any successor entity thereto appointed as a custodian
hereunder and having become such pursuant to the applicable provisions of this Indenture.



     “Default” means any event that is or with the passage of time or the giving of notice
or both would be an Event of Default.



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



     “Designated Senior Debt” means:




     (1) any Indebtedness outstanding under the Credit Agreement; and




     (2) any other Senior Debt permitted under this Indenture the principal amount of which
is $25.0 million or more and that has been designated by the Company as “Designated Senior
Debt.”



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



     “Disqualified Interests” means any Capital Interests that, by its terms (or by the
terms of any security into which it is convertible, or for which it is exchangeable, at the option
of the holder thereof), or upon the happening of any event (other than an event that would
constitute a Change of Control), (i) matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or (ii) redeemable at the sole option of the Holder thereof (except
in each case, upon the occurrence of a Change of Control or Asset Sale to the extent such Capital
Interest is only redeemable or exchangeable into Qualified Capital Interests), in whole or in part,
on or prior to the date on which the Notes mature, for cash or is convertible into or exchangeable
for debt securities of the Company or its Subsidiaries at any time prior to such date;
provided, however, that only the portion of Capital Interest 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 dates shall be deemed to be Disqualified Interests; provided, further
however, that any Capital Interests that would constitute Disqualified Interests solely
because the holders thereof have the right to require the Company to repurchase or redeem such
Capital Interests upon the occurrence of a Change of Control or an Asset Sale occurring prior to
the Stated Maturity of the Notes shall not constitute Disqualified Interests if any such
requirement only becomes operative after compliance with repurchase and redemption terms applicable
to the Notes, including the purchase of any Notes tendered pursuant thereto.



-8-









 





     “Equity Interests” means Capital Interests and all warrants, options or other rights
to acquire Capital Interests (but excluding any debt security that is convertible into, or
exchangeable for, Capital Interests).



     “Equity Offering” means any public offering of Qualified Capital Interests of the
Company, other than any offering or any public offerings registered on Form S-8.



     “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system and any
successor thereto.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto, and the rules and regulations of the SEC promulgated thereunder.



     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section
2.06(f) hereof.



     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration
Rights Agreement.



     “Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of total
Consolidated Cash Flow of such Person during the period of four consecutive fiscal quarters of the
Company (the “Four Quarter Period”) ending prior to the date of the transaction giving rise
to the need to calculate the Fixed Charge Coverage Ratio for which financial statements are
available (the “FCCR Transaction Date”) to Fixed Charges of such Person for the Four
Quarter Period. In addition to and without limitation of the foregoing, for purposes of this
definition, Consolidated Cash Flow and Fixed Charges shall be calculated after giving effect on a
pro forma basis for the period of such calculation to:




     (1) the incurrence or repayment of any Indebtedness (but without giving pro forma
effect to any Indebtedness incurred on such date of determination under Section 4.09(b) of
such Person or any of its Restricted Subsidiaries, or the issuance or redemption of any
preferred stock by such Person or any of its Restricted Subsidiaries (in each case, and the
application of the proceeds thereof) giving rise to the need to make such calculation and
any incurrence or repayment of other Indebtedness (or the issuance or redemption or other
repayment of any other preferred stock) by such Person or any of its Restricted Subsidiaries
(in each case, and the application of the proceeds thereof), other than the incurrence or
repayment of Indebtedness in the ordinary course of business for working capital purposes
pursuant to working capital facilities, occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and on or prior to the FCCR
Transaction Date, as if such incurrence or repayment, as the case may be (and the
application of the proceeds thereof), occurred on the first day of the Four Quarter Period;
and




     (2) any asset sales or other dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise liable for Acquired Debt and also including any Consolidated Cash Flow
attributable to-the assets which are the subject of the Asset Acquisition or asset sale or
other disposition during the Four Quarter Period) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or prior to the
FCCR Transaction Date, as if such asset sale or other



-9-









 







disposition or Asset Acquisition
(including the incurrence, assumption or liability for any such Indebtedness) occurred on
the first day of the Four Quarter Period.



          In calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro
forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the
FCCR Transaction Date and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect
on the FCCR Transaction Date; (b) if interest on any Indebtedness actually incurred on the FCCR
Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the FCCR Transaction Date will be deemed to have been in effect during the four-quarter
period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements relating to interest rate
swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving
effect to the operation of such agreement.




          “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of





     (i) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; and




     (ii) the product of (a) all cash dividend payments on any series of Disqualified
Interests of such Person or preferred equity of such Person or any of its Restricted
Subsidiaries paid during such period to any Person other than such Person or any of its
Restricted Subsidiaries times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.



          “Foreign Subsidiaries” means any Subsidiary of the Company which was not formed under
the laws of the United States or any state of the United States or the District of Columbia and any
Subsidiary of such Person.




          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, as in effect on the date of this Indenture.




          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which
is required to be placed on all Global Notes issued under this Indenture.




          “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.




          “Government Securities” means securities that are direct obligations (or certificates
representing an ownership interest in such obligations) of, or obligations guaranteed by, the
United States of America (including any agency or instrumentality thereof), and the payment for
which the United States of America pledges its full faith and credit.




-10-









 








          “Guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including,
without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof), of all or any part of any Indebtedness.




          “Guarantors” means any Subsidiary of the Company or of any co-issuer or co-obligor of
the Notes that executes a Note Guarantee in accordance with the provision of this Indenture, and
their respective successors and assigns.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap agreements, interest rate
collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging
or swapping interest rate risk; (ii) commodity swap agreements, commodity option agreements,
forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging
or swapping commodity price risk; and (iii) foreign exchange contracts, currency swap agreements
and other agreements or arrangements designed for the purpose of fixing, hedging or swapping
foreign currency exchange rate risk.




          “Heirs” of any individual mean such individual’s estate, spouse, lineal relatives
(including adoptive descendants), administrator, committee or other personal representative or
other estate planning vehicle and any custodian or trustee for the benefit of any spouse or lineal
relatives (including adoptive descendants) of such individual.




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




          “Indebtedness” with respect to any Person, any indebtedness of such Person, whether or
not contingent, (1) in respect of borrowed money, (2) evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect thereof but
excluding Obligations with respect to letters of credit (including trade letters of credit) to the
extent such Obligations are cash collateralized or such letters of credit secure Obligations (other
than obligations described above and Obligations in connection with Capitalized Lease Obligations)
entered into in the ordinary course of business of such Person and such letters of credit are not
drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three
Business Days following receipt by such Person of a demand for reimbursement), (3) evidenced by
banker’s acceptances, (4) representing Capital Lease Obligations, (5) representing the balance
deferred and unpaid of the purchase price of any property (except (a) any portion thereof that
constitutes an accrued expense or trade payable, (b) obligations to consignors to pay under normal
trade terms for consigned goods and (c) earn out obligations) or representing any Hedging
Obligations, (6) consisting of Indebtedness of others secured by a Lien on any asset of such Person
(whether or not such Indebtedness is assumed by such Person), (7) consisting of Attributable Debt
and, to the extent not otherwise included, (8) consisting of the Guarantee by such Person of any
Indebtedness of any other Person, in each case (other than with respect to letters of credit,
Hedging Obligations, Guarantees of Indebtedness and indebtedness of the type described in clause
(6)) if and to the extent would appear as a liability upon a balance sheet (excluding footnotes thereto) of such Person prepared
in accordance with GAAP. 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, (ii)
in the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the
lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to
be determined pursuant to this Indenture and (B) the amount of the Indebtedness so secured; (iii)
in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the
maximum liability to which the specified Person may be subject upon the occurrence of the
contingency giving rise to the obligation; (iv) in the case of any Hedging Obligations, the net
amount payable if such Hedging Obligations were terminated at




-11-









 







that time due to default by such
Person (after giving effect to any contractually permitted set-off and (v) the principal amount
thereof, together with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness. Indebtedness also includes all Disqualified Interests issued by such Person
with the amount of Indebtedness represented by such Disqualified Interests being equal to its
maximum fixed repurchase price, but excluding accrued dividends, if any. For purposes hereof, the
“maximum fixed repurchase price” of any Disqualified Interests which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such Disqualified Interests as
if such Disqualified Interests were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Interests, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such Disqualified
Interests; provided that if such Disqualified Interest is not then permitted to be
repurchased, the greater of the liquidation preference and the book value of such Disqualified
Interest. Notwithstanding the foregoing, in connection with the Asset Acquisition or other purchase
by the Company or any Restricted Subsidiary of any business or assets not in the ordinary course of
business, the term “Indebtedness” will exclude post closing payment adjustments to which the seller
may become entitled to the extent such payment is determined by a final closing balance sheet or
such payment depends on the performance of such business after the closing; provided,
however, that at the time of closing, the amount of any such payment is not determinable
and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within
30 days thereafter.




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




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




          “Initial Notes” as defined in the recitals hereto.




          “Initial Purchasers” means Wachovia Capital Markets, LLC and UBS Securities LLC.




          “Interest Payment Date” means March 15 and September 15 of each year to stated
maturity, commencing September 15, 2007.




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




          “Investments” means, with respect to any Person, all investments by such Person in
other Persons (including Affiliates) in the form of direct or indirect loans (including guarantees
of Indebtedness or other obligations but excluding any debt or extension of credit represented by a
bank deposit other than a time deposit), advances or capital contributions (excluding extensions of
credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or
for worker’s compensation, in each case, in the ordinary course of business and excluding
commissions, travel and similar advances to
officers and employees made in the ordinary course of business) and purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted 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 of the Equity Interests of such Restricted Subsidiary not sold or disposed of in
an amount determined as provided in Section 4.07(c). Except as otherwise provided for herein, the
amount of an investment shall be its fair market value at the time the Investment is made and
without giving effect to subsequent changes in value.




-12-









 








          “Issue Date” means March 16, 2007, the date of initial issuance of the Notes.




          “Legal Holiday” means any day other than a Business Day.




          “Letter of Transmittal” means the letter of transmittal, or electronic equivalent in
accordance with Applicable Procedures to be prepared by the Company and sent to all Holders of the
Notes for use by such Holders in connection with the Exchange Offer.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction).




          “Marketable Securities” means any securities listed or quoted on any national
securities exchange that has registered with the SEC pursuant to Section 6(a) of the Exchange Act,
or any designated offshore securities market as defined in Regulation S under the Securities Act.




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




          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or
Cash Equivalents received upon the sale or other disposition or collection of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale or
disposition of such non-cash consideration, including, without limitation, (i) legal, accounting
and investment banking fees, sales commissions, and any severance and relocation expenses incurred
as a result thereof, (ii) all taxes paid or payable as a result thereof, in each case, after taking
into account any available tax credits or deductions and any tax sharing arrangements, (iii)
amounts applied to the repayment of Indebtedness (other than revolving credit Indebtedness, unless
there is a required reduction in commitments) secured by a Lien on the asset or assets that were
the subject of such Asset Sale, (iv) appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve, established in accordance with GAAP and
(v) amounts required to be paid to any Person (other than the Company or any of its Restricted
Subsidiaries) owing a beneficial interest in the assets that are the subject of the Asset Sale.




          “New Convertible Subordinated Debentures” means the Company’s new 4.00% Convertible
Subordinated Debentures due 2023, which will contain a net share settlement provision as described
in the Offering Memorandum and will be provided in exchange for the Company’s existing 4.00%
Convertible Subordinated Debentures due 2023 in the Company’s exchange offer being made
contemporaneously with the offering of the Notes.




          “Non-Recourse Debt” means Indebtedness (i) as to which neither the Company nor any of
its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable
(as a guarantor or otherwise), or (c) constitutes the lender; and (ii) as to which the explicit
terms provide that there is no recourse against any assets of the Company or any of its Restricted
Subsidiaries.




          “Non-U.S. Person” means a Person who is not a U.S. Person.




          “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations
under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.





-13-









 





          “Notes” means, collectively, the Initial Notes and the Additional Notes. For
all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may
be issued under a supplemental indenture. The Initial Notes (including any Exchange Notes issued
in exchange therefor) and any Additional Notes shall be treated as a single class for all purposes
under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to
purchase.




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




          “Offering Memorandum” means the offering memorandum, dated March 13, 2007, relating to
the sale of the Initial Notes.




          “Officer” means the Chief Executive Officer, Chief Financial Officer, any Vice
President, the Treasurer, Chief Accounting Officer or Secretary of the Company.




          “Officers’ Certificate” means a certificate by two Officers of the Company, one of
whom is the principal executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements set forth in this
Indenture.




          “Opinion of Counsel” means a written opinion from legal counsel that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company
or any Subsidiary of the Company.




          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).




          “Permitted Investments” means:





     (a) any Investment in the Company or in a Restricted Subsidiary of the Company;




     (b) any Investment in Cash Equivalents or Marketable Securities;




     (c) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment (i) such Person becomes a Restricted Subsidiary of
the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary of the Company;




     (d) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 or any non-cash
consideration received in connection with a disposition of assets excluded from the
definition of “Asset Sales”;




     (e) any acquisition of assets solely in exchange for the issuance of Equity Interests
(other than Disqualified Interests) of the Company or any parent of the Company;




     (f) Investments represented by guarantees that are otherwise permitted under this
Indenture;



-14-









 






     (g) Investments existing on the Issue Date and any modification, replacement, renewal
or extension thereof; provided that the amount of any such Investment may be
increased as otherwise permitted under this Indenture;




     (h) Hedging Obligations entered into in the ordinary course of the Company’s or its
Restricted Subsidiaries’ businesses, consistent with past practice, and otherwise in
compliance with this Indenture;




     (i) Investments in the Notes;




     (j) Investments in securities of a Person received (i) pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such Person in
exchange for any other Investments, accounts receivable or other claims against such Person
or (ii) in good faith settlement of delinquent obligations of a Person;




     (k) advances to suppliers and customers in the ordinary course of business;




     (l) loans and advances, including advances for travel and moving expenses, commission
and payroll to employees and consultants of the Company and its Restricted Subsidiaries (and
any guarantees of any such loans or advances) in the ordinary course of business, for bona
fide business purposes not in excess of $1.0 million at any one time outstanding;




     (m) any Investment in a Securitization Subsidiary or any Investment by a Securitization
Subsidiary in any other Person in connection with a Qualified Securitization Financing,
including, without limitation, Investments of funds held in accounts permitted or required
by the arrangements governing such Qualified Securitization Financing or any related
Indebtedness; provided, however, that any Investment in a Securitization
Subsidiary is in the form of a purchase money note, contribution of additional
Securitization Assets or an equity interest;




     (n) stock, 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;




     (o) Investments consists of the licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons;




     (p) performance guarantees made in the ordinary course of business;




     (q) any Investments arising from agreements of the Company or a Restricted Subsidiary
of the Company providing for adjustments of purchase price, deferred payment, earn-out or
similar obligations, in each case acquired in connection with the disposition or acquisition
of any business or assets of the Company or a Restricted Subsidiary;




     (r) Investments consisting of earnest money deposits required in connection with a
purchase agreement or other acquisition;




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




     (t) other Investments in any Person having an aggregate fair market value (measured on
the date each such Investment was made and without giving effect to subsequent changes in



-15-









 







value), when taken together with all other Investments made pursuant to this clause (t)
that are at the time outstanding, not to exceed the greater of (i) $10.0 million and (ii)
1.0% of Consolidated Total Assets of the Company, provided, that if such Investment
is in Capital Interests of a Person that subsequently becomes a Restricted Subsidiary, such
Investment shall thereafter be deemed permitted under clause (a) above and shall not be
included as having been made pursuant to this clause (t).



          “Permitted Junior Securities” means unsecured debt or equity securities of the Company
or any Guarantor or any direct or indirect parent of the Company or any successor corporation
issued pursuant to a plan of reorganization or readjustment, as applicable, that are subordinated
to the payment in full in cash of all then-outstanding Senior Debt at least to the same extent that
the Notes are subordinated to the payment of all Senior Debt of the Company or Note Guarantees are
subordinated to the payment in full in cash of all Senior Debt of such Guarantor, as applicable, on
the Issue Date, so long as to the extent that any Senior Debt outstanding on the date of
consummation of any such plan of reorganization or readjustment is not paid in full in cash on such
date, the holders of any such Senior Debt not so paid in full in cash have consented to the terms
of such plan of reorganization or readjustment.




          “Permitted Liens” means:





     (i) Liens securing Senior Debt;




     (ii) Liens in favor of the Company or the Guarantors;




     (iii) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.09(b)(iv) which liens with respect solely to Capital Lease Obligations and
purchase money obligations and not mortgage financings, shall cover only the assets
acquired, constructed, installed, designed, or improved with the proceeds of such
Indebtedness;




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




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




     (vi) Liens securing Hedging Obligations that is otherwise permitted by this Indenture;




     (vii) Liens arising by reason of any judgment, decree or order, but 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 decree on
order shall not have been finally terminated or the period within such proceedings may be
initiated shall not have expired;




     (viii) Liens securing the Notes and all other monetary obligations under this Indenture
and the Note Guarantees;




     (ix) Liens securing Permitted Refinancing Indebtedness incurred to Refinance any
Indebtedness which has been secured by a Lien permitted under this paragraph and incurred in
accordance with Section 4.09; provided that such Liens: (i) taken as a whole are no
less favorable



-16-









 







to the Holders and are not more favorable in any material respect to the lienholders
with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced;
and (ii) do not extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so Refinanced;




     (x) Liens to secure additional Indebtedness permitted to be incurred pursuant to
Section 4.09(b)(xii);




     (xi) Liens existing on the Issue Date;




     (xii) Precautionary financing statements filed with respect to operating leases or
other transactions not involving the incurrence of Indebtedness;




     (xiii) Liens securing Acquired Debt incurred in accordance with Section 4.09;
provided that:




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




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




     (xiv) Liens on Securitization Assets and related assets of the type specified in the
definition of “Securitization Financing” incurred in connection with any Qualified
Securitization Financing.



          “Permitted Refinancing Indebtedness” means any indebtedness of the Company or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to repay,
extend, refinance, renew, redeem, replace, defease, discharge, refund or otherwise retire for value
other indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that:





     (i) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus fees, premiums, defeasance costs and accrued interest on, the Indebtedness
so repaid, extended, refinanced, renewed, redeemed, replaced, defeased, discharged, refunded
or retired for value (plus the amount of reasonable expenses incurred in connection
therewith);




     (ii) such Permitted Refinancing Indebtedness has a final maturity date no earlier than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being repaid, extended,
refinanced, renewed, redeemed, replaced, defeased, discharged, refunded or retired for
value; and



-17-









 






     (iii) if the Indebtedness being repaid, extended, refinanced, renewed, redeemed,
replaced, defeased, discharged, refunded or retired for value is subordinated in right of
payment to the Notes, or is Disqualified Interests, then the Permitted Refinancing
Indebtedness must have a final maturity date later than the final maturity date of, and be
subordinated in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, redeemed, replaced, defeased or refunded.



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




          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to
be placed on all Notes issued under this Indenture, except where otherwise permitted by the
provisions of this Indenture.




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




          “Qualified Capital Interest” means a Capital Interest that is not a Disqualified
Interest.




          “Qualified Securitization Financing” means any Securitization Financing of a
Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the
Company shall have determined in good faith that such Qualified Securitization Financing (including
financing terms, covenants, termination events and other provisions) is in the aggregate
economically fair and reasonable to the Company and the Securitization Subsidiary, (ii) all sales
of Securitization Assets and related assets to the Securitization Subsidiary are made at fair
market value (as determined in good faith by the Company) and (iii) the financing terms, covenants,
termination events and other provisions thereof shall be market terms (as determined in good faith
by the Company) and may include Standard Securitization Undertakings. The grant of a security
interest in any Securitization Assets of the Company or any of its Restricted Subsidiaries (other
than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement or Permitted
Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization
Financing.




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




          “Record Date” means, with respect to interest or Additional Interest, if any, payable
on any applicable Interest Payment Date, March 1or September 1(whether or not a Business Day)
immediately preceding such Interest Payment Date.




          “Registration Rights Agreement” means the Registration Rights Agreement related to the
Notes dated as of the Issue Date, among the Company, the Guarantors and the Initial Purchasers, as
such agreement may be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act.




          “Regulation S” means Regulation S promulgated under the Securities Act.




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          “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as applicable.




          “Regulation S Permanent Global Note” means a permanent Global Note in the form of
Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued
in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global
Note upon expiration of the Restricted Period.




          “Regulation S Temporary Global Note” means a temporary Global Note in the form of
Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the
Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount of the Notes initially sold in reliance on Rule 903.




          “Regulation S Temporary Global Note Legend” means the legend set forth in Section
2.06(g)(iii) hereof.




          “Representative” means any agent or representative in respect of any Designated Senior
Debt; provided that if, and for so long as, any Designated Senior Debt lacks such representative,
then the Representative for such Designated Senior Debt shall at all times constitute the holders
of a majority in out-standing principal amount of such Designated Senior Debt.




          “Responsible Officer” means, 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 Definitive Note” means a Definitive Note bearing the Private Placement
Legend.




          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.




          “Restricted Investment” means an Investment other than a Permitted Investment.




          “Restricted Period” means the 40 day distribution compliance period as defined in
Regulation S.




          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that
is not an Unrestricted Subsidiary.




          “Rule 144” means Rule 144 promulgated under the Securities Act.




          “Rule 144A” means Rule 144A promulgated under the Securities Act.




          “Rule 903” means Rule 903 promulgated under the Securities Act.




          “Rule 904” means Rule 904 promulgated under the Securities Act.




-19-









 








          “S&P” means Standard & Poor’s Rating Agency, or any successor rating agency.




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




          “Securities Act” means the Securities Act of 1933, as amended from time to time.




          “Securitization Assets” means any accounts receivable or other revenue streams subject
to a Qualified Securitization Financing.




          “Securitization Fees” means reasonable distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in connection with,
and other fees paid to a Person that is not a Securitization Subsidiary in connection with any
Qualified Securitization Financing.




          “Securitization Financing” means any transaction or series of transactions that may be
entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case
of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization
Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries,
and any assets related thereto including, without limitation, all collateral securing such
Securitization Assets, all contracts and all guarantees or other obligations in respect of such
Securitization Assets, proceeds of such Securitization Assets and other assets which are
customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving Securitization Assets and any Hedging
Obligations entered into by the Company or any such Subsidiary in connection with such
Securitization Assets.




          “Securitization Repurchase Obligation” means any obligation of a seller of
Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets
arising as a result of a breach of a representation, warranty or covenant or otherwise, including,
without limitation, as a result of a receivable or portion thereof becoming subject to any asserted
defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any
failure to take action by or any other event relating to the seller.




          “Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another
Person formed for the purposes of engaging in a Qualified Securitization Financing in which the
Company or any Subsidiary of the Company makes an Investment and to which the Company or any
Subsidiary of the Company transfers Securitization Assets and related assets) which engages in no
activities other than in connection with the financing of Securitization Assets of the Company or
its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other
assets relating thereto, and any business or activities incidental or related to such business, and
which is designated by the Board of Directors of the Company or such other Person (as provided
below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other
Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to
or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to
Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any
other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which
neither the Company nor any other Subsidiary of the Company has any material contract, agreement,
arrangement or understanding other than on terms which the Company reasonably believes to be no
less favorable


-20-









 







to either the Company or such Subsidiary than those that might be obtained at the time
from Persons that are not Affiliates of the Company and (c) to which neither the Company nor any
other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company
or such other Person giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the foregoing conditions.




          “Senior Debt” means the principal of, premium, if any, and interest (including any
interest accruing after the commencement of any bankruptcy proceeding at the rate provided for in
the documentation with respect thereto, whether or not such interest is an allowed or allowable
claim under applicable law) on any Indebtedness of the Company or any Guarantor, whether
outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in
the case of any particular obligation, the instrument creating or evidencing the same or pursuant
to which the same is outstanding expressly provides that such obligation shall be subordinate or
pari passu in right of payment to the Notes or the Note Guarantee of such Guarantor, as applicable.
Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal
of, premium, if any, interest (including any interest accruing after the commencement of any
bankruptcy proceeding at the rate provided for in the documentation with respect thereto, whether
or not such interest is an allowed or allowable claim under applicable law) on, and all other
amounts owing in respect of (including guarantees of the foregoing obligations):





     (1) all monetary obligations of every nature of the Company or any Guarantor under, or
with respect to, the Credit Agreement, including, without limitation, obligations to pay
principal, premium and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof); and




     (2) all Hedging Obligations (and guarantees thereof),


in each case whether outstanding on the date of the indenture or thereafter incurred.




          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the date of this Indenture.




          “Specified Asset Sale” means any sale-leaseback of North American assets generating
proceeds to the Company and/or its Restricted Subsidiaries of not less than $65.0 million.




          “Standard Securitization Undertakings” means representations, warranties, covenants
and indemnities entered into by the Company or any Subsidiary of the Company which the Company has
determined in good faith to be customary in a Securitization Financing, including, without
limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being
understood that any Securitization Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.




          “Stated Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which such payment of interest or principal was scheduled
to be paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.




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          “Subsidiary” means, with respect to any Person, (i) any corporation, association or
other business entity of which more than 50% of the total voting power of shares of Capital
Interests entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof)
and (ii) any partnership (a) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof).




          “Trading Day” means, with respect to any Marketable Securities, a day on which the
principal United States or foreign securities exchange on which such security is listed or admitted
to trading, or the Nasdaq National Market if such security is not listed or admitted to trading on
any such securities exchange, as applicable, is open for the transaction of business (unless such
trading shall have been suspended for the entire day).




          “Transactions” means the “Transactions” as defined in and described under the caption
Offering Memorandum Summary— Recent Developments in the Offering Memorandum.




          “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb), as amended.




          “Trustee” means U.S. Bank National Association, as trustee, until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.




          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and
are not required to bear the Private Placement Legend.




          “Unrestricted Global Note” means a permanent Global Note, substantially in the form of
Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing Notes that do not bear the
Private Placement Legend.




          “Unrestricted Subsidiary” means any Subsidiary that is designated by the Board of
Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that
such Subsidiary at the time of designation:





     (a) has no Indebtedness other than Non-Recourse Debt;




     (b) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company;




     (c) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and



-22-









 






     (d) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries unless such guarantee
or credit support is released upon its designation as an Unrestricted Subsidiary.



          Any such designation by the Board of Directors shall be evidenced to the Trustee by filing
with the Trustee a certified copy of the Board Resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the foregoing conditions and
was permitted by Section 4.07. 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 by a Restricted Subsidiary of the Company as of such date (and, if
such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company
shall be in default of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall
only be permitted if (i) such Indebtedness is permitted under Section 4.09, calculated on a pro
forma basis as if such designation had occurred at the beginning of the Four Quarter Period, and
(ii) no Default or Event of Default would be in existence following such designation; and
provided, further, that, to the extent applicable, the Company shall cause such
Subsidiary to comply with Section 4.18.




          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.




          “Voting Stock” of any Person as of any date means the Capital Interests of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying
(a) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (b) the number
of years (calculated to the nearest one-twelfth) that will elapse between such date and the making
of such payment, by (ii) the then outstanding principal amount of such Indebtedness.




          “Wholly-Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of
such Person all of the outstanding Capital interests or other ownership interests of which (other
than directors’ qualifying shares) shall at the time be owned by such Person or by one or more
Wholly-Owned Restricted Subsidiaries of such Person.



Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	4.10	 
	“Alternate Offer”
	 	 	4.14	(d)
	“Authentication Order
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.14	(a)
	“Change of Control Payment”
	 	 	4.14	(a)
	“Change of Control Payment Date”
	 	 	4.14	(a)
	“Covenant Defeasance”
	 	 	8.03	 






-23-









 






	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Measurement Date”
	 	 	4.07	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Payment Blockage Notice”
	 	 	13.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Primary Lien”
	 	 	4.12	 
	“Purchase Date”
	 	 	3.09	 
	“Redemption Date”
	 	 	3.07	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 
	“Suspended Covenants”
	 	 	4.16	(a)





Section 1.03 Incorporation by Reference of Trust Indenture Act.




          Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture.




          The following Trust Indenture Act terms used in this Indenture have the following meanings:




          “indenture securities” means the Notes and the Note Guarantees thereof;




          “indenture security holder” means a Holder of a Note and Note Guarantees;




          “indenture to be qualified” means this Indenture;




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





     “obligor” on the Notes and the Note Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees,
respectively.



          All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture
Act and not otherwise defined herein have the meanings so assigned to them either in the Trust
Indenture Act or SEC rule.



Section 1.04 Rules of Construction.





     Unless the context otherwise requires:




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



-24-









 






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




     (c) “or” is not exclusive;




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




     (e) “will” shall be interpreted to express a command;




     (f) provisions apply to successive events and transactions;




     (g) references to sections of, or rules under, the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time
to time;




     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and




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


Section 1.05 Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a Note, shall be
sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section 1.05.




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




          (c) The ownership of Notes shall be proved by the Register maintained by the Registrar.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Note.


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          (e) The Company may, in the circumstances permitted by the Trust Indenture Act, set a record
date for purposes of determining the identity of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to
any action by vote or consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or in the case of any such vote, prior to such vote, any
such record date shall be the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.




          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.




          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the beneficial owners of interests in any such Global Note
through such depositary’s standing instructions and customary practices.




          (h) The Company may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.




ARTICLE 2




THE NOTES



Section 2.01 Form and Dating; Terms.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
The amount of Additional Notes which may be issued from time to time under this Indenture is
unlimited, subject to all the provisions of this Indenture including Section 4.09.




          (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of


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Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of
Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall
represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that
the aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.




          (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall
be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited
on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the
accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be
terminated upon:





     (i) receipt by the Company of a written certificate from the Depositary, together with
copies of certificates from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period pursuant to
another exemption from registration under the Securities Act and who shall take delivery of
a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend,
all as contemplated by Section 2.06(b) hereof); and




     (ii) following such receipt, delivery of an Officers’ Certificate to the Trustee.



          Following the termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation
S Permanent Global Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in connection with
transfers of interest as hereinafter provided.




          (d) Terms. The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.



Section 2.02 Execution and Authentication.




          At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile
signature.




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


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          A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose until authenticated substantially in the form of Exhibit A attached hereto, by
the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that
the Note has been duly authenticated and delivered under this Indenture.




          On the Issue Date, the Trustee upon receipt of a Company Order (an “Authentication
Order”) shall authenticate and deliver the Initial Notes. In addition, at any time, and from
time to time, upon receipt of an Authentication Order, the Trustee shall, authenticate and deliver
any Exchange Notes for an aggregate principal amount specified in such Authentication Order for
such Exchange Notes issued hereunder. Each Authentication Order shall specify the amount of Notes
to be authenticated, the registered Holder, the date on which the Notes are to be issued and, in
the case of Additional Notes, the issue price of such Additional Notes. Additional Notes may be
issued from time to time subject to the terms of this Indenture including Section 4.09. The
Initial Notes and the Additional Notes shall be treated as a single class for all purposes of this
Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.




          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.



Section 2.03 Registrar and Paying Agent.




          The Company shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Company may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent
or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.
The Company or any of its Subsidiaries may act as Paying Agent or Registrar.




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



          The Company initially appoints the Trustee to act as the Paying Agent and Registrar for the
Notes and to act as Custodian with respect to the Global Notes and the Trustee hereby agrees to so
initially act.


Section 2.04 Paying Agent to Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by
the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or
interest on the Notes, and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or one of its Subsidiaries) shall have no further liability for the money. If the Company
or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money

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held by it as Paying Agent. Upon any Event of
Default under Sections 6.01(vi) or 6.01(vii) relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.



Section 2.05 Holder Lists.




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



Section 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this
Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee
of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A
beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the
Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for
such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Company within 120 days or (ii)
there shall have occurred and be continuing a Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in
exchange for any Global Note or beneficial interests therein will be
registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance
with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or
(ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a); provided, however, that
beneficial interests in a Global Note may be transferred and exchanged as provided in Section
2.06(b), (c) or (f) hereof.



          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend;
provided, however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in the Regulation S Temporary Global Note may not be made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note.



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No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) both (1) a written order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another Global Note in
an amount equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) both (1) a
written order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall
Definitive Notes be issued upon the transfer or exchange of beneficial interests in the
Regulation S Temporary Global Note prior to (A) both the expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903.
Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f)
hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied
upon receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted Global Note if
the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar
receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof; or




     (B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2)
thereof.




     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(ii) hereof and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer,



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certifies in the applicable Letter of Transmittal that it is not
(1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the shelf registration statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder substantially
in the form of Exhibit C hereto, including the certifications in
item (1)(a) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B)
or (D) above.




     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.




     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




     (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon the occurrence of any of the events in Section 2.06(a)(i) or
(ii) hereof and receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate



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from such holder substantially in the form of Exhibit C hereto,
including the certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate
substantially in the form of Exhibit B hereto, including the certifications
in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate substantially in the form of Exhibit B hereto, including
the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to the Company or any of
its Restricted Subsidiaries, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (3)(b) thereof; or




     (F) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(c)
thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and
the Trustee shall authenticate and mail to the Person designated in the instructions a
Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Trustee shall mail
such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.




          (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive
Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in
the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or
transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to
(A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the
case of a transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.




          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only upon the occurrence of any of the events in Section 2.06(a)(i) or (ii) hereof and
if:


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     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the shelf registration statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder substantially in the form of
Exhibit C hereto, including the certifications in item (1)(b)
thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder substantially in the form of Exhibit B
hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and
satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and mail to the Person designated in the instructions a Definitive Note in the
applicable principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from or through the Depositary and the
Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private
Placement Legend.



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     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder substantially in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to the Company or
any of its Restricted Subsidiaries, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (3)(b) thereof; or




     (F) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications
in item (3)(c) thereof,


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the applicable
Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note,
and in the case of clause (C) above, the applicable Regulation S Global Note.




          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;



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     (B) such transfer is effected pursuant to the shelf registration statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder substantially in the form of Exhibit C
hereto, including the certifications in item (1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



        Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




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




     If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting 


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Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e):





     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




     (A) if the transfer will be made pursuant to a QIB in accordance with Rule
144A, then the transferor must deliver a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; or




     (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;




     (B) any such transfer is effected pursuant to the shelf registration statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder substantially in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder
substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof;



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and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities
Act.




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



     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution
of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and
accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the
Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall authenticate and mail to
the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes
in the applicable principal amount. Any Notes that remain outstanding after the consummation of
the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be
treated as a single class of securities under this Indenture.




     (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture:





     (i) Private Placement Legend. Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:




“THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION
AND IN ACCORDANCE WITH TRANSFER



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RESTRICTIONS CONTAINED IN THE INDENTURE UNDER
WHICH THIS NOTE WAS ISSUED AND THE OFFERING MEMORANDUM PURSUANT TO WHICH THIS
NOTE WAS ORIGINALLY SOLD. THE HOLDER OF THE NOTE WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY A PROPOSED TRANSFEREE OF THE NOTICE OF THE
RESALE RESTRICTIONS APPLICABLE TO THE NOTE.




THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO ERISA, (II) A “PLAN” DESCRIBED
IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
(III) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY, OR
(IV) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”),
UNLESS THE ACQUISITION AND HOLDING OF THIS SECURITY BY THE PURCHASER OR
TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS SECURITY, ARE EXEMPT FROM
THE PROHIBITED TRANSACTION RESTRICTIONS UNDER ERISA AND SECTION 4975 OF THE
CODE OR ANY PROVISIONS OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE
PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS
ACQUISITION OR HOLDING OF THIS SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE
BEEN SATISFIED.”




     (A) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall
not bear the Private Placement Legend.




     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form:




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



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EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”




     (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary
Global Note shall bear a legend in substantially the following form:




“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”



          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.




          (i) General Provisions Relating to Transfers and Exchanges. To permit registrations
of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02
hereof or at the Registrar’s request.




          (i) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company will
require payment of a sum sufficient to cover any tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).




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          (ii) Neither the Registrar nor the Company shall be required to register the transfer of or
exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part.




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




          (iv) The Company shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the day of
any mailing of a notice of redemption under Section 3.02 hereof and ending at the close of business
on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or
(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding
Interest Payment Date.




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




          (vi) Upon surrender for registration of transfer of any Note at the office or agency of the
Company designated pursuant to Section 4.02 hereof, the Company shall execute, and the Trustee
shall authenticate and mail, in the name of the designated transferee or transferees, one or more
replacement Notes of any authorized denomination or denominations of a like aggregate principal
amount.




          (vii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized
denomination or denominations of a like aggregate principal amount upon surrender of the Notes to
be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled
to in accordance with the provisions of Section 2.02 hereof.




          (viii) All certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.




          (ix) 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 or beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.



Section 2.07 Replacement Notes.




          If any mutilated Note is surrendered to the Trustee, the Registrar or the Company and the
Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of
any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a 


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replacement Note if the Trustee’s requirements are met. If required by the Trustee
or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss, expense, claim or liability that any of them may suffer if a
Note is replaced and subsequently presented or claimed for payment. The Company may charge for its
expenses in replacing a Note including reasonable fees and expenses of its counsel and of the
Trustee and its counsel.




          Every replacement Note is a contractual obligation of the Company and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



Section 2.08 Outstanding Notes.




          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.




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




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




          If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.



Section 2.09 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the Company,
shall be considered as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent
with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or
any Affiliate of the Company or of such other obligor.



Section 2.10 Temporary Notes.




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




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          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Indenture.



Section 2.11 Cancellation.




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



Section 2.12 Defaulted Interest.




          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing in the form of an Officers’ Certificate of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment, and at the same time the Company 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
provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record
date and payment date; provided that no such special record date shall be less than 10 days
prior to the related payment date for such defaulted interest. The Trustee shall promptly notify
the Company of such special record date. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice
at his or her address as it appears in the register maintained by the Registrar that states the
special record date, the related payment date and the amount of such interest to be paid.




          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, 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 2.13 CUSIP Numbers.




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


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ARTICLE 3




REDEMPTION



Section 3.01 Notices to Trustee.




          If the Company elects to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to
the Trustee, at least 10 Business Days before notice of redemption is required to be mailed or
caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a
redemption or purchase date, an Officers’ Certificate complying with the applicable provisions of
Section 12.05 setting forth (i) the paragraph or subparagraph of such Note and/or Section of this
Indenture pursuant to which the redemption or purchase shall occur, (ii) the redemption or purchase
date, (iii) the principal amount of the Notes to be redeemed or purchased, (iv) the redemption or
purchase price and (v) the CUSIP number, if any. Any optional redemption referenced in such
Officers’ Certificate may be cancelled by the Company at any time prior to a Notice of Redemption
being mailed to any Holder and, thereafter, shall be null and void.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select the Notes to be redeemed or purchased on a pro rata basis unless
otherwise required by law or applicable stock exchange requirements; provided that no
partial redemption will reduce the principal amount of a Note not redeemed to be less than $1,000.




          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in
amounts of $1,000 or whole multiples of $1,000; no Notes of $1,000 or less can be redeemed in part,
except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase.



Section 3.03 Notice of Redemption or Repurchase.




          Subject to Section 3.09 hereof, the Company shall mail or cause to be mailed by first-class
mail notices of redemption or repurchase at least 30 days but not more than 60 days before the
redemption or repurchase date to each Holder of Notes to be redeemed or repurchased at such
Holder’s registered address, except that redemption or repurchase notices may be mailed more than
60 days prior to a redemption or repurchase date if the notice is issued in connection with Article
8 or Article 11 hereof. Notices of redemption or repurchase may not be conditional. Failure to
give notice of redemption, or any defect therein to any Holder of any Note selected for redemption
shall not impair or affect the validity of the redemption of any other Note.




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




          (a) the redemption or repurchase date;




          (b) the redemption or repurchase price;





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     (c) if any Note is to be redeemed or repurchased in part only, the portion of the
principal amount of that Note that is to be redeemed or repurchased and that, after the
redemption or repurchase date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed unpurchased portion of the original Note representing the
same indebtedness to the extent not redeemed or repurchased will be issued in the name of
the Holder of the Notes (unless such unredeemed or unrepurchased portion is equal to or less than $1,000 in
principal amount) or transferred by book entry upon cancellation of the original Note;




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




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




     (f) that, unless the Company defaults in making such redemption or repurchase payment,
interest and Additional Interest, if any, on Notes called for redemption or repurchase
ceases to accrue on and after the redemption or repurchase date;




     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption or repurchase are being redeemed or
repurchased, as applicable;




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




     (i) if in connection with a redemption or repurchase pursuant to Section 3.07(b)
hereof, any condition to such redemption or repurchase.



          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided that the Company shall have delivered to the Trustee, at
least 10 Business Days before notice of redemption is required to be mailed or caused to be mailed
to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in such notice as provided in the preceding paragraph.




Section 3.04 Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price
(except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after
the redemption date, interest and Additional Interest, if any, cease to accrue on Notes or portions
of Notes called for redemption.




Section 3.05 Deposit of Redemption or Purchase Price.




          Prior to 12:00 p.m. (New York City time) on the redemption or purchase date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all
Notes (or a




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portion thereof) to be redeemed or purchased on that date. The Trustee or the Paying
Agent shall promptly, and in any event within two Business Days after the redemption or repurchase date,
return to the Company any money deposited with the Trustee or the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on,
all Notes to be redeemed or purchased.




          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest and Additional Interest, if any, shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase whether or not such Notes are
presented for payment. If a Note is redeemed or purchased on or after a Record Date but on or
prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date shall be paid to the Person in whose name such Note was registered at the close of
business on such Record Date. If any Note called for redemption or purchase shall not be so paid
upon surrender for redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest accrued to the
redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.




Section 3.06 Notes Redeemed or Purchased in Part.




          Upon surrender and cancellation of a Note that is redeemed or purchased in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered
representing the same indebtedness to the extent not redeemed or purchased; provided that
each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof.




Section 3.07 Optional Redemption.




          (a) At any time prior to March 15, 2012, the Company may redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject
to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date.




          (b) Notwithstanding anything herein to the contrary, at any time on or prior to March 15,
2010, the Company may on any one or more occasions redeem Notes with the net cash proceeds of one
or more Equity Offerings, at 107.0% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, thereon to the Redemption Date, provided that at
least 65% of the principal amount of Notes originally issued remains outstanding immediately
following such redemption (excluding Notes held by the Company or any of its Subsidiaries); and
provided, further, that such redemption shall occur within 90 days of the date of
the closing of any such Equity Offering.




          (c) The Notes will be redeemable, in whole or in part on any one or more occasions, at the
option of the Company, at any time on or after March 15, 2012, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on March 15 of the years
indicated below, subject
to the rights of the Holders of the Notes on the relevant Record Date to receive interest on
the relevant Interest Payment Date:




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	Year	 	Percentage	 
	2012
	 	 	103.500	%
	2013
	 	 	102.333	%
	2014
	 	 	101.167	%
	2015 and thereafter
	 	 	100.000	%






          (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.




Section 3.08 Mandatory Redemption.




          The Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.




Section 3.09 Offers to Repurchase by Application of Excess Proceeds.




          (a) In the event that, pursuant to Section 4.10 hereof, the Company shall be required to
commence an Asset Sale Offer, it shall follow the procedures specified below.




          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes and, if required, pari passu Indebtedness (on a pro rata
basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and pari
passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made in accordance with Section
4.01 hereof.




          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding
the Purchase Date, 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 Sale Offer.




          (d) Upon the commencement of an Asset Sale Offer, the Company shall send, by first-class mail,
a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of pari passu
Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:





     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not properly tendered or accepted for payment will remain
outstanding and shall continue to accrue interest in accordance with the terms hereof;




     (iv) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest on the Purchase
Date;



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     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only;




     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender such Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Note completed, or transfer by book-entry transfer, to the
Company, the Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice prior to the close of business at least three Business Days before
the Purchase Date;




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




     (viii) that, if the aggregate principal amount of Notes and pari passu Indebtedness
surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the
Notes and the applicable Person (but not the Trustee) shall select such pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes
or such pari passu Indebtedness tendered (with such adjustments as may be deemed appropriate
by the Trustee, so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased (to the extent that such unpurchased portion is
equal to $1,000 in principal amount or an integral multiples thereof) portion of the Notes
surrendered (or transferred by book-entry transfer) representing the same indebtedness to
the extent not repurchased.



          (e) On or before the Purchase Date, the Company shall, to the extent lawful, (1) accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
validly tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the Offer
Amount has been tendered, all Notes promptly tendered and not withdrawn and (2) deliver or cause to
be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of such Notes or portions thereof so accepted for payment by
the Company in accordance with this Section 3.09.




          (f) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail
or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered and not withdrawn by such Holder and accepted by the Company for purchase, and the Company
shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall
authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such
Holder in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided that each such new Note shall
be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. 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 Sale Offer on, or as soon as practicable after, the Purchase
Date.




          Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof.




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ARTICLE 4




COVENANTS




Section 4.01 Payment of Notes.




          The Company shall pay or cause to be paid the principal of, premium, if any, Additional
Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 12:00 p.m.
Eastern Time on the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and interest then due. Such
Paying Agent shall return to the Company promptly, and in any event, no later than two Business
Days following the date of payment, any money (including accrued interest) that exceeds such amount
of principal, premium, if any, and interest paid on the Notes. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.




          The Company shall pay all Additional Interest, if any, in the same manner on the dates and in
the amounts set forth in the Registration Rights Agreement.




          The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent lawful.




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




Section 4.02 Maintenance of Office or Agency.




          The Company shall maintain in the Borough of Manhattan, the City and State of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where the Notes may be presented or surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the 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.




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




          The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.




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Section 4.03 Reports.




          (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will furnish to the Trustee on behalf of the Holders of Notes (i) all
quarterly and annual financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that
describes the financial condition and results of operations of the Company and its consolidated
Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in
the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and
Results of Operations, the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a
report thereon by the Company’s certified independent accountants; and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were required to file
such reports, in each case within the time periods specified in the SEC’s rules and regulations
(together with any extensions granted by the SEC); provided, however, that if the
SEC will accept the filings of the Company, the Company, at its option, need not furnish such
reports to the Trustee to the extent it elects to file such reports with the SEC. In addition,
following the consummation of the exchange offer contemplated by the Registration Rights Agreement,
whether or not required by the rules and regulations of the SEC, the Company will file a copy of
all such information and reports with the SEC for public availability within the time periods
specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). In
addition, the Company and the Guarantors have agreed that, for so long as any Notes remain
outstanding, they will furnish to the Holders, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.




          Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the
commencement of the Exchange Offer or the effectiveness of a shelf registration statement by the
filing with the SEC of the registration statement relating to the exchange offer and/or the shelf
registration statement, and any amendments thereto, with such financial information that satisfies
Regulation S-X of the Securities Act; provided that any such registration statement is
filed within the time period required for filing such quarterly or annual report as specified
above.




          Delivery of such reports, information and documents to the Trustee is for information 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). The Trustee is under no duty to examine such reports,
information or documents to ensure compliance with the provisions of this Indenture or to ascertain
the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such
compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.




Section 4.04 Compliance Certificate.




          (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company ending after the Issue Date, a certificate from the principal executive
officer, principal financial officer or principal accounting officer stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining whether the Company
has performed its obligations under this Indenture, and further stating, as to such Officer signing
such certificate, that to the best of his or her knowledge the Company has performed each and every
covenant contained in this Indenture



-49-









 




that is applicable to it in all material respects and is not
in default in the performance or observance of any of the terms, provisions, covenants and
conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of
which he or she may have knowledge and what action the Company is taking or proposes to take with
respect thereto).




          (b) So long as any of the Notes are outstanding, when any Default has occurred and is
continuing under this Indenture, the Company shall promptly (which shall be no more than thirty
(30) Business Days) deliver to the Trustee by registered or certified mail or by facsimile
transmission an Officers’ Certificate specifying such Default and what action the Company is taking
or proposes to take with respect thereto.




          (c) Except with respect to receipt of Note payments and any Default or Event of Default
information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.04,
the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or
the breach of any representation, warranty of covenant made in this Indenture.




Section 4.05 Taxes.




          The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate negotiations or proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.




Section 4.06 Stay, Extension and Usury Laws.




          The Company and each of the Guarantors covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.




Section 4.07 Restricted Payments.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:





     (i) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s
or any Restricted Subsidiary’s Equity Interest in their capacity as such (other than (A)
dividends or distributions accrued or payable in Equity Interests (other than Disqualified
Interests) of the Company or (B) dividends or distributions to the Company or a Restricted
Subsidiary of the Company);




     (ii) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity



-50-









 







Interests of the Company or any direct or indirect parent of the Company (other than any
such Equity Interests owned by the Company or any Restricted Subsidiary of the Company);




     (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note
Guarantee (Indebtedness permitted under clause (vi) of the definition of “Permitted Debt”)
except (a) a payment of interest or principal at Stated Maturity or (b) the purchase,
repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case, due within
one year of the date of such purchase, repurchase or other acquisition; or




     (iv) make any Restricted Investment


(all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of and after giving effect to
such Restricted Payment:





     (A) no Event of Default shall have occurred and be continuing or would occur as a
consequence thereof;




     (B) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a);
and




     (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the date of
this Indenture (excluding Restricted Payments permitted by clauses (i) (provided
that at the time of declaring such dividend, such dividend was counted as a Restricted
Payment) (ii), (iii), (iv), (vi), (viii), (xii), (xiii), (xiv) and (xvi) of Section
4.07(b)), is less than the sum, without duplication, of




          (1) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from January 1, 2007 (the “Measurement Date”) to the
end of the Company’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit),
plus




          (2) 100% of the aggregate net proceeds, including the fair market value of any
property, received by the Company since the date of this Indenture as a contribution
to its equity capital or from the issue or sale of Equity Interests of the Company
(other than Disqualified Interests) from the issue or sale of Disqualified Interests
or debt securities of the Company that have been converted into such Equity
Interests (other than Equity Interests (or Disqualified Interests or convertible
debt securities) sold to a Subsidiary of the Company), together with the aggregate
cash and Cash Equivalents received by the Company or any of its Restricted
Subsidiaries at the time of such conversion or exchange plus the amount by which
Indebtedness of the Company and its Restricted Subsidiaries is reduced upon the
conversion or exchange subsequent to the date of this Indenture of any Indebtedness
or Disqualified Interests which are convertible into or exchangeable for Qualified
Capital Interests of the Company or any of its Restricted Subsidiaries, plus




          (3) 100% of the amount received, including the fair market value of any
property received after the date of the Indenture by means of (A) the sale or other
disposition.



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(other than to the Company or a Restricted Subsidiary) of Restricted
Investments made by the Company or its Restricted Subsidiaries and repurchases and
redemptions of such Restricted Investments from the Company or its Restricted
Subsidiaries and repayments of loans or advances which constitute Restricted
Investments of the Company or its Restricted Subsidiaries or (B) the sale (other
than to the Company or a Restricted Subsidiary) of the Capital Stock of an
Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other
than in each case to the extent the Investment in such Unrestricted Subsidiary
constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary,
plus




          (4) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary
into the Company or a Restricted Subsidiary or the transfer of assets of an
Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market
value of the Investment in such Unrestricted Subsidiary (other than an Unrestricted
Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment).



          The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if such designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation
and will reduce the amount available for Restricted Payments under this Section 4.07(a). All such
outstanding Investments will be deemed to constitute Investments in an amount equal to the fair
market value of such Investments at the time of such designation. Such designation will only be
permitted if such Restricted Payments would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.





     (b) Section 4.07(a) shall not prohibit:




     (i) the payment of any dividend or other distribution or redemption within 60 days
after the date of declaration or call for redemption thereof, if at said date of declaration
or call for redemption such payment would have complied with the provisions of this
Indenture;




     (ii) the making of any Restricted Payment in exchange for, or 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 any Disqualified Interests) or from a
contribution of capital to the Company; provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance
or other acquisition shall be excluded from Section 4.07(a)(C)(2);




     (iii) the defeasance, redemption, repurchase, replacement, extension, renewal,
refinancing or retirement or other acquisition of subordinated Indebtedness or Disqualified
Interests with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;




     (iv) the declaration, or payment of any dividend or other distribution by a Subsidiary
of the Company to the holders of its common Equity Interests on a pro rata basis;




     (v) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Subsidiary of the Company held by any current or
former officer, director, employee, consultant or agent of Company or any of its Restricted
Subsidiaries (or Heirs or other permitted transferees thereof) upon death, disability,
retirement, severance or



-52-









 






termination of employment or service or in connection with a stock
option plan or agreement, shareholders agreement, or similar agreement, plan or arrangement,
including amendments thereto; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed: (A) $10.0
million in any calendar year, with unused amounts being available to be used in the
following calendar year, but not in any succeeding calendar year; provided that such
amount in any calendar year may be increased in an amount not to exceed the net cash
proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to
any officer, director, employee or agent of the Company or any Subsidiary of the Company
that occurs after the date of the Indenture, to the extent such net cash proceeds have not
otherwise been applied to make Restricted Payments pursuant to Section 4.07(a)(C)(2); plus
(B) the cash proceeds of key man life insurance policies received by the Company and its
Restricted Subsidiaries after the date of this Indenture that are used for the repurchase,
redemption or other acquisition or retirement for value owned by the individual (or such
individual’s estate) that is the subject of such insurance;




     (vi) the repurchase of Equity Interests deemed to occur upon the exercise of options,
warrants or other convertible securities to the extent such Equity Interests represent a
portion of the exercise price of those options, warrants or other convertible securities and
cash payments in lieu of the issuance of fractional shares in connection with the exercise
of options, warrants, or other convertible securities;




     (vii) the declaration and payment of regular quarterly dividends on the Company’s
Equity Interests in accordance with past practice and not to exceed $0.05 per share;




     (viii) the Company may exercise its right of redemption under the indenture governing
the New Convertible Subordinated Debentures, and in connection therewith may make payments
to the holders of the New Convertible Subordinated Debentures to the extent required to be
settled by the Company in cash in accordance with the net share settlement provisions
thereof in an amount not to exceed $115.0 million in the aggregate after the Issue Date (it
being understood that cash payments in excess of such amount may be made pursuant to any other available
exception to this covenant);




     (ix) additional Restricted Payments not to exceed $100.0 million after the date of the
Indenture;




     (x) the repurchase of the Company’s Equity Interests (i) with the proceeds from the
Specified Asset Sale in an amount not to exceed $65.0 million and (ii) otherwise in an
amount not to exceed $35.0 million;




     (xi) distributions or payments of Securitization Fees and purchases of Securitization
Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified
Securitization Financing;




     (xii) any payments made in connection with the consummation of the Transactions on
substantially the terms described in this offering memorandum;




     (xiii) the payment of intercompany subordinated debt, the incurrence of which was
permitted under Section 4.09(b)(vi);




     (xiv) the purchase of fractional shares by the Company upon conversion of any
securities of the Company into Capital Interests of the Company;



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     (xv) the repurchase, redemption or other acquisition or retirement for value of
subordinated Indebtedness or Disqualified Interests pursuant to the provisions similar to
those described under Section 4.14 and Section 3.09; provided that all Notes
tendered by holders of the Notes in connection with the related Change of Control Offer or
Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value in
full; and




     (xvi) payment of dividends on Disqualified Interests of the Company or a Restricted
Subsidiary, the Incurrence of which is permitted by the Indenture.



          (c) The amount of all Restricted Payments (other than cash) shall be the fair market value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any non-cash Restricted Payment shall be determined by the Board of
Directors 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 exceeds $20.0 million.




Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:





     (i) (x) pay dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the
Company or any of its Restricted Subsidiaries;




     (ii) make loans or advances to the Company or any of its Subsidiaries; or




     (iii) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



          (b) The foregoing restrictions will not apply to encumbrances or restrictions existing under
or by reason of:





     (i) this Indenture, the Notes, the Note Guarantees and the Exchange Notes and the
related Note Guarantees to be issued in exchange therefor pursuant to the registration
rights agreement;




     (ii) applicable law, rule or regulation or order;




     (iii) any instrument governing Indebtedness (including Acquired Debt) or Capital
Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness or Capital
Interest was incurred or issued in connection with or in contemplation of such acquisition),
which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so
acquired, and any amendments, modifications, restatements, renewals, supplements,
refundings, replacements or refinancings of any such agreements or instruments (provided
that the amendments, modifications, restatements, renewals, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole,



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than those contained
in the agreements governing such original agreement or instrument); provided that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture
to be incurred;




     (iv) non-assignment provisions in leases, contracts, licenses and other agreements
entered into in the ordinary course of business;




     (v) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions of the nature described in clause
(iii) above on the property so acquired;




     (vi) any agreement for the sale or other disposition of Equity Interests or assets of a
Restricted Subsidiary or an agreement entered into for the sale of specified assets that
restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary
pending such sale or other disposition;




     (vii) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are no more
materially restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;




     (viii) provisions limiting the disposition or distribution of assets or property in
joint venture agreements, partnership agreements, limited liability company operating
agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, lease
agreements, licenses
and other similar agreements entered into with the approval of the Board of Directors
of the Company, which limitation is applicable only to the assets that are the subject of
such agreements;




     (ix) purchase money indebtedness otherwise permitted to be incurred pursuant to Section
4.12 hereof that limits the right of the debtor to dispose of the assets securing such
Indebtedness;




     (x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
provided that such restrictions, taken as a whole, are, in the good faith judgment
of the Company’s Board of Directors, not materially more restrictive with respect to such
encumbrances and restrictions than those contained in the Credit Agreement and this
Indenture;




     (xi) agreements governing existing Indebtedness and the Credit Agreement as in effect
on the date of this Indenture and any amendments, restatements, modifications, renewals,
increases, supplements, refundings, replacements or refinancings of those agreements;
provided that the amendments, restatements, modifications, renewals, increases,
supplements, refundings, replacements or refinancings are not materially more restrictive,
taken as a whole, with respect to such encumbrances and restrictions than those contained in
those agreements on the date of this Indenture;




     (xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12
that limit the right of the debtor to dispose of the assets subject to such Liens;




     (xiii) any restriction on cash or other deposits or net worth provisions in leases and
other agreements entered into in the ordinary course of business;



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     (xiv) any encumbrance or restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or a portion of the
Capital Interests or assets of such Restricted Subsidiary pending the closing of such sale
or disposition;




     (xv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or
restriction consisting of customary nonassignment, subletting or transfer provisions in
leases governing leasehold interests to the extent such provisions restrict the transfer of
the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained
in security agreements, pledges or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property subject to
such security agreements, pledges or mortgages; and




     (xvi) any encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses (i) through (xiii) above;
provided that the encumbrances or restrictions in such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are
not materially more restrictive, in the good faith judgment of the Board of Directors of the
Company, taken as a whole, than the encumbrances or restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing.



Section 4.09 Limitation on Incurrence of Indebtedness.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any
Indebtedness (including Acquired Debt); provided, however, that the Company may
incur Indebtedness (including Acquired Debt) and any of the Company’s Restricted Subsidiaries that
is a Guarantor or, upon such incurrence becomes a Guarantor, may incur Indebtedness if, in each
case, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds therefrom but without giving
pro forma effect to any Indebtedness incurred on such date of determination pursuant to the
following paragraph), as if the additional Indebtedness had been incurred, as the case may be, at
the beginning of such four-quarter period.




          (b) The provisions of Section 4.09(a) hereof shall not apply to the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):





     (i) the incurrence by the Company and its Restricted Subsidiaries (and the Guarantee
thereof by the Guarantors) of Indebtedness and letters of credit (with letters of credit
being deemed to have a principal amount equal to the maximum potential liability of the
Company and its Restricted Subsidiaries thereunder) under the Credit Agreement in an
aggregate amount not to exceed the greater of (x) $400 million or (y) 25% of Consolidated
Total Assets; less the aggregate amount of all Net Proceeds of Asset Sales applied by the
Company or any Restricted Subsidiary since the date of this Indenture to repay any term
Indebtedness under the Credit Agreement or to repay any revolving credit Indebtedness under
a Credit Agreement and effect a corresponding commitment reduction thereunder pursuant to
Section 4.10;




     (ii) Indebtedness outstanding on the Issue Date after giving effect to the intended use
of proceeds of the Notes;



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     (iii) the incurrence by the Company (and the Guarantee thereof by the Guarantors) of
Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date and
the Exchange Notes and any related Note Guarantees to be issued therefor pursuant to the
Registration Rights Agreement;




     (iv) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of financing all or any of the purchase
price or cost of construction, installation, design, repair or improvement of real or
personal property, plant or equipment used in the business of the Company or such Restricted
Subsidiary (whether through the direct acquisition of such assets or the acquisition of
Equity Interests of any Person owning such assets) and in an aggregate principal amount not
to exceed the greater of (x) $25.0 million or (y) 2.0% of Consolidated Total Assets at any
time outstanding;




     (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend,
redeem, renew, refund, refinance, defease, discharge, replace or retire for value
Indebtedness permitted to be incurred by this Indenture (other than Indebtedness permitted
under clause (i));




     (vi) the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that (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 and (B) (1) any subsequent issuance or transfer of Equity Interests
that results in any such Indebtedness being held by a Person other than the Company or a
Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person
that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such Restricted
Subsidiary, as the case may be, that was not permitted by this clause (vi);




     (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging interest rate risk or
commodity price risk or currency exchange rate risk, and in any such case, not for
speculative purposes;




     (viii) the Guarantee by the Company or any of the Guarantors of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; provided that if the Indebtedness being
guaranteed is subordinated to the Notes or the Note Guarantees, then the Guarantee shall be
subordinated to the same extent as the Indebtedness guaranteed;




     (ix) Indebtedness consisting of Permitted Investments of the kind described in clauses
(vi) and (xi) of the definition of “Permitted Investments”;




     (x) Indebtedness (a) consisting of indemnification obligations of the Company or any
Restricted Subsidiary or (b) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within five
Business Days of incurrence;




     (xi) the incurrence by the Company or any of the Guarantors of additional Indebtedness
in an aggregate principal amount (or accreted value, as applicable) at any time outstanding,



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including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $50.0
million;




     (xii) the incurrence by any of the Company’s Foreign Subsidiaries of Indebtedness in an
aggregate principal amount not to exceed at any time, in the aggregate for all such Foreign
Subsidiaries, the greater of (x) $5.0 million and (y) the sum of (i) 75% of the net book
value of accounts receivable of all Foreign Subsidiaries and (ii) 75% of the net book value
of inventory of all Foreign Subsidiaries;




     (xiii) Indebtedness incurred by a Securitization Subsidiary in a Qualified
Securitization Financing that is not recourse to the Company or any of its Restricted
Subsidiaries, other than a Securitization Subsidiary (except for Standard Securitization
Undertakings);




     (xiv) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of
the Company providing for adjustment of purchase price, deferred payment, earn out or
similar obligations, in each case, incurred or assumed in connection with the disposition or
acquisition of any business or assets of the Company or a Restricted Subsidiary;




     (xv) Indebtedness in respect of worker’s compensation claims, health, disability or
other employee benefits or property, casualty or liability insurance or self-insurance
obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for
borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar
obligations provided by the Company or a Restricted Subsidiary in the ordinary course of
business;




     (xvi) Indebtedness of the Company or any Restricted Subsidiary to the extent the
proceeds of such Indebtedness are deposited and used to defease the Notes, in accordance
with this Indenture;




     (xvii) Indebtedness of the Company or any Restricted Subsidiary consisting of the
financing of insurance premiums in the ordinary course of business; and




     (xviii) Indebtedness of a Person incurred and outstanding on or prior to the date on
which such Person was acquired by the Company or any Restricted Subsidiary of the Company or
merged into the Company or a Restricted Subsidiary of the Company in accordance with the
terms of the Indenture; provided that such Indebtedness is not incurred in
connection with or in contemplation of, or to provide all or any portion of the funds or
credit support utilized to consummate, such acquisition or merger; and provided,
further, that after giving pro forma effect to such incurrence of Indebtedness (A)
the Company would have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to Section 4.09(a) or (B) the Fixed Charge Coverage Ratio would be greater than
such Fixed Charge Coverage Ratio immediately prior to such acquisition.



          (c) For purposes of determining compliance with this Section 4.09, in the event that an item
of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of
Permitted Debt described in clauses (i) through (xviii) above or is entitled to be incurred
pursuant to Section 4.09(a), the Company, in its sole discretion, will be permitted to divide and
classify such item of Indebtedness, (or any portion thereof) on the date of occurrence, and at any
time and from time to time may reclassify in any manner that complies with this Section 4.09.
Additionally, all or any portion of any item of Indebtedness may later be reclassified as having
been incurred pursuant to the first paragraph of this Section 4.09 or under any category of
Permitted Debt described in clause (i) through (xviii) above so long as such Indebtedness is
permitted to be incurred pursuant to such provision at the time of reclassification.




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Accrual of
interest, accretion or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified
Stock for purposes of this Section 4.09 shall not be deemed an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such
case, that the amount is included in Fixed Charges of the Company as accrued.




Section 4.10 Asset Sales.




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





     (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market value (as
determined in good faith by the Board of Directors (or, in the event of Asset Sales for
consideration of less than $5.0 million, by the chief financial officer of the Company) set
forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of (such fair market value to be determined
on the date of contractually agreeing to such Asset Sale); and




     (ii) at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof;
provided that the amount of: (x) any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the
Company or such Restricted Subsidiary, other liabilities that are by their terms
subordinated to the Notes, that are assumed by the transferee of any such assets and for
which the Company and all of its Restricted Subsidiaries have been validly released by all
creditors in writing, and (y) Securities or other obligations received by the Company or
such Restricted Subsidiary from such transferee that are converted by the Company or such
Restricted Subsidiary into cash (to the extent of cash received) within 180 days following
the closing of such Asset Sale,


shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other
purpose.




          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or
any of its Restricted Subsidiaries may apply such Net Proceeds:





     (i) to repay Senior Debt and, in the case of any such repayment under any revolving
credit facility, permanently reduce commitments thereunder;




     (ii) to acquire a majority of the assets of, or a majority of the voting Capital
Interests of, another Person (or division or business unit thereof);




     (iii) to make capital expenditures or to acquire other tangible long-term assets;
and/or




     (iv) to repay the Company’s New Convertible Subordinated Debentures to the extent
required to be settled by the Company in cash in accordance with the net share settlement
provision;


provided that, prior to the application of the Net Proceeds from the Specified Asset sale
in accordance with this paragraph, the Company shall be entitled, within 180 days from the date of
the Specified Asset




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Sale, to apply such Net Proceeds towards the redemption of Equity Interests of
the Company in an amount not to exceed the limitation set forth in Section 4.07(b)(x).




          Pending the final application of any such Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not
prohibited by this Indenture.




          (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section
4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all
Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers to purchase or
redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum
principal amount of Notes and such other indebtedness 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 thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in
accordance with the procedures set forth in Section 3.09 and such other Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may
use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes surrendered by Holders thereof and other pari passu
Indebtedness described above tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the respective aggregate amount of the Notes and such other Indebtedness to be purchased
shall be determined on a pro rata basis, and the Trustee shall select the Notes to be purchased in such
aggregate amount on a pro rata basis. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.




          (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with this Section 4.10,
the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.10 by virtue thereof.




Section 4.11 Transactions with Affiliates.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an “Affiliate Transaction”), unless





     (i) such Affiliate Transaction is 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; and




     (ii) the Company delivers to the Trustee (A) with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate consideration in excess of
$10.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with clause (i) above and that such
Affiliate Transaction has either been approved by a majority of the disinterested members of
the Board of Directors or has been approved in an opinion issued by an accounting, appraisal
or investment banking firm of national standing as being fair to the Holders from a
financial point of view and (B) with respect



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to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of $20.0 million,
an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial
point of view issued by an accounting, appraisal or investment banking firm of national
standing.



          (b) Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate
Transactions:





     (i) any employment agreement or arrangements, consulting, non-competition,
confidentiality, indemnity or similar agreement, incentive compensation plan, benefit
arrangements or plan, severance or expense reimbursement arrangement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business of the
Company or such Restricted Subsidiary;




     (ii) transactions between or among the Company and/or its Restricted Subsidiaries;




     (iii) payment of reasonable directors’ fees to directors of the Company or any
Restricted Subsidiary of the Company and other reasonable fees, compensation, benefits and
indemnities paid or entered into with directors, officers and employees of the Company or
any Restricted Subsidiary of the Company;




     (iv) Restricted Payments that are permitted by Section 4.07;




     (v) any transaction with a Securitization Subsidiary effected as part of a Qualified
Securitization Financing;




     (vi) the entering into of a registration rights agreement with the stockholders or
debtholders of the Company;




     (vii) the issuance or sale of any Capital Stock (other than Disqualified Interests) of
the Company and the granting of other customary rights in connection therewith; and




     (viii) any agreement as in effect on the Issue Date or any amendments, renewals or
extensions of any such agreement (so long as such amendments, renewals or extensions are not
less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced
thereby.



Section 4.12 Liens.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness on
any asset now owned or hereafter acquired, or any income or profits therefrom, except Permitted
Liens, unless contemporaneously therewith:





     (i) in the case of any Lien securing Indebtedness that ranks pari passu with the Notes
or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee,
as the case may be, at least equally and ratably with or prior to such obligation with a
Lien on the same collateral; and




     (ii) in the case of any Lien securing Indebtedness that is subordinated in right of
payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or
such



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     Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to
the Lien securing such subordinated obligation,


in each case, for so long as such Indebtedness is secured by such Lien (such Lien, a “Primary
Lien”).




          (b) Any Lien created for the benefit of the Holders of the Notes pursuant to the immediately
preceding paragraph shall automatically and unconditionally be released and discharged upon the
release and discharge of the Primary Lien, without any further action on the part of any Person.




Section 4.13 Corporate Existence.




          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company
or any such Restricted Subsidiary and (ii) the material rights (charter and statutory), licenses and franchises of the
Company and its Restricted Subsidiaries; provided that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or other existence of
any of its Restricted Subsidiaries, if the Company in good faith shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries, taken as a whole.




Section 4.14 Offer to Repurchase upon Change of Control.




          (a) Upon the occurrence of a Change of Control, each Holder of Notes will 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 pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the
“Change of Control Payment”). Within 30 days following any Change of Control, the Company
will mail a notice to each Holder stating:





     (i) that a Change of Control Offer is being made pursuant to this Section 4.14 and, to
the extent lawful, that all Notes properly tendered pursuant to such Change of Control Offer
will be accepted for payment by the Company;




     (ii) the purchase price and the purchase date, which will be no earlier than 30 days
nor later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”);




     (iii) that any Note not properly tendered or accepted for payment will remain
outstanding and shall continue to accrue interest in accordance with the terms hereof;




     (iv) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest and Additional Interest, if any, on the Change of Control Payment Date;




     (v) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of such Notes completed, or transfer by book entry transfer,
to the Company, the Depository (if appointed by the Company) or a Paying Agent prior to the
close of business at least three Business Days preceding the Change of Control Payment Date;



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     (vi) that Holders shall be entitled to withdraw their tendered Notes and their election
to require the Company to purchase such Notes; provided that the Company, the
Depository or the Paying Agent, as the case may be, receives, not later than the close of
business on the 30th day following the date of the Change of Control notice, a facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes
tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes
and its election to have such Notes purchased;




     (vii) that if the Company is redeeming less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in principal
amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the
Notes must be equal to $1,000 or an integral multiple thereof or transferred by book-entry
transfer;




     (viii) the other information required by Section 3.03; and




     (ix) the other instructions, as determined by the Company, consistent with this Section
4.14, that a Holder must follow.


The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (x) the notice is mailed in a manner
herein provided and (y) any Holder fails to receive such notice or a Holder receives such notice
but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all other Holders that properly
received such notice without defect.




          (e) Prior to complying with any of the provisions of this Section 4.14, but in any event
within 90 days following a Change of Control, to the extent required to permit the Company to
comply with this Section 4.14, the Company shall either repay all outstanding Indebtedness under
the Credit Agreement or other Indebtedness ranking senior to or pari passu with the Notes or obtain
the requisite consents, if any, under all agreements governing such outstanding Indebtedness.




          (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict with this Section
4.14, the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.




          (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept
for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the
Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying
Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal amount of
$1,000 or an integral multiple thereof. 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.





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          (d) Notwithstanding the foregoing provisions in this Section 4.14, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if (1) 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, (2) notice of redemption has been given pursuant to this Indenture as described above under
Section 3.07 in respect of all Notes then outstanding unless and until there is a default in
payment of the applicable redemption price, or (3) if, in connection with or in contemplation of
any Change of Control, it or a third party has made an offer to purchase (an “Alternate
Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change
of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance
with the terms of such Alternate Offer.




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




          (f) Notes repurchased pursuant to a Change of Control Offer shall be retired and cancelled.




Section 4.15 Limitation on Senior Subordinated Debt.




          The Company shall not incur any Indebtedness that is contractually subordinate in right of
payment to any Senior Debt of the Company unless it is pari passu or subordinate in right of
payment to the Notes. No Guarantor will incur any Indebtedness that is contractually subordinate
in right of payment to the Senior Debt of such Guarantor unless it is pari passu or subordinate in
right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no
Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the
Company or any Guarantor, as applicable, solely by reason of any Liens or guarantees arising or
created in respect of such other Indebtedness of the Company or any Guarantor or by virtue of the
fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving
one or more of such holders priority over the other holders in the collateral held by them.




Section 4.16 Discharge and Suspension of Covenants.




          (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both
Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the
occurrence of the events described in the foregoing clauses (i) and (ii) being collectively
referred to as a “Covenant Suspension Event”), then Section 4.07, 4.08, 4.09, 4.10, 4.11
and 5.01(a)(iv) (the “Suspended Covenants”) shall not be applicable to the Notes.




          (b) In the event that the Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and
on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or
downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and
its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this
Indenture with respect to future events; it being understood that no actions taken by (or omissions
of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute
a Default or an Event of Default under the Suspended Covenants. After the time of reinstatement of
the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted
Payments shall be made in accordance with the terms under Section 4.07 as though such covenant had
been in effect during the entire period of time from the Issue
Date.


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            (c) (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not
subject to the Suspended Covenants shall be deemed to have been incurred pursuant to Section
4.09(a) and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not
subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses
(C)(1) through (4) under Section 4.07(a).




            (d) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of
any Covenant Suspension Event.




            (e) During any period that the covenants have been suspended pursuant to Section 4.16(a), the
Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.




Section 4.17 Payments for Consent.




            Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes
for or as an inducement to any consent, waiver or amendment of any 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 of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or amendment.




Section 4.18 Subsidiary Guarantees.




            If any of the Company’s Subsidiaries shall guarantee the Credit Agreement or shall become
directly liable for obligations under the Credit Agreement, then such Subsidiary shall, within ten
Business Days, become a Guarantor and execute a supplemental Indenture and deliver an Opinion of
Counsel, in accordance with the provisions of Article 10.




ARTICLE 5




SUCCESSORS




Section 5.01 Merger, Consolidation or Sale of Assets.





            (a) The Company may not consolidate or merge with or into (whether or not the Company is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related transactions, to another
corporation, Person or entity unless




            (i) either (A) the Company is the surviving corporation or (B) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have been made is
a corporation, limited liability company or limited partnership organized or existing under
the laws of the United States, any state thereof or the District of Columbia;
provided that, in the case of a limited liability company or a partnership, a
co-obligor of the Notes is a corporation;




            (ii) the entity or Person formed by or surviving any such consolidation or merger (if
other than the Company) or the entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the obligations of
the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant
to the agreements in form and substance reasonably satisfactory to the Trustee;



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            (iii) immediately after giving effect to such transaction no Default or Event of
Default exists; and




            (iv) either (a) the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made, shall, at the time
of such transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) or (b) the Fixed Charge Coverage Ratio is equal to or greater than
it is immediately prior to such transaction or series of transactions.



            The predecessor company shall be released from its obligations under the Indenture and the
successor company will succeed to, and be substituted for, and may exercise every right and power
of, the Company under the Indenture; provided that in the case of a lease of all its
assets, the predecessor will not be released from the obligation to pay the principal of and
interest on the Notes.




            (b) No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is
the surviving Person), another corporation, Person or entity whether or not affiliated with such
Guarantor unless:





            (i) subject to the provisions of the following paragraph, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) assumes all the
obligations of such Guarantor, under the Notes, this Indenture and the Registration Rights
Agreement pursuant to agreements in form and substance reasonably satisfactory to the
Trustee; and




            (ii) immediately after giving effect to such transaction, no Default or Event of
Default exists.



            (c) This Section 5.01 shall not apply to a merger of the Company or a Guarantor with an
Affiliate solely for the purpose, and with the effect, of reincorporating the Company or such a
Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing
in this Section 5.01 shall prohibit any Restricted Subsidiary from consolidating or amalgamating
with, merging with or into or conveying, transferring or leasing, in one transaction or a series of
transactions, all or substantially all of its assets to the Company or another Restricted
Subsidiary.




Section 5.02 Successor Corporation Substituted.




            Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the Company shall refer instead to the successor corporation and not to the
Company), and may exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein; provided that the
predecessor Company shall not be relieved from the obligation to pay the principal of and interest
and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer,
conveyance or other disposition of all of the Company’s assets that meets the requirements of
Section 5.01 hereof.




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ARTICLE  6




DEFAULTS AND REMEDIES




Section 6.01 Events of Default.





            (a) Each of the following shall be an “Event of Default” for purposes of this
Indenture:




            (i) default for 30 days in the payment when due of interest on, or Additional
Interest, if any, on, the Notes;




            (ii) default in payment when due of the principal of or premium, if any, on the Notes
(whether or not the payment is prohibited by the subordination provisions of the
Indenture);




            (iii) a default by the Company or any Guarantor in the observance or performance of
any other covenant or agreement contained in this Indenture which default continues for a
period of 60 days after the Company or such Guarantor receives written notice specifying
the default (and demanding that such default be remedied and stating that such notice is a
“Notice of Default”) from the Trustee or the Holders of at least 25% of the outstanding
principal amount of the Notes (except in the case of a default with respect to Section
5.01, which will constitute an Event of Default with such notice requirement but without
such passage of time requirement);




            (iv) the failure to pay at final maturity (giving effect to any applicable grace
periods and any extensions thereof) the principal amount of any Indebtedness of the Company
or any Restricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to
pay principal at final maturity or which has been accelerated, aggregates $10.0 million or
more at any time and such failure shall not have been cured or waived within 30 days
thereof;




            (v) failure by the Company or any of its Subsidiaries to pay final judgments (to the
extent such judgments are not paid or covered by an insurance carrier or pursuant to which
the Company is not indemnified by a third party who has agreed to honor such obligation)
aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days after such judgments have become final and non-appealable;




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




              (1) commences a voluntary case,




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




              (3) consents to the appointment of a Custodian of it or for all or
substantially all of its property, makes a general assignment for the benefit of
its creditors, or




              (4) generally is not paying its debts as they become due; or



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




     (1) is for relief against the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary in an involuntary case,




     (2) appoints a Custodian of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary,
or




            (3) orders the liquidation of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary,



          and the order or decree remains unstayed and in effect for 60 days; and





            (viii) except as permitted by this Indenture, any Note Guarantee shall be held in any
judicial proceeding to be unenforceable or shall cease for any reason to be in full force
and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligation under its Note Guarantee.


             (b) The Company shall deliver to the Trustee annually within 120 days after the end of each
fiscal year a statement regarding compliance with this Indenture, and the Company shall upon
becoming aware of any Default or Event of Default, deliver to the Trustee within 30 days after the
occurrence thereof a statement specifying such Default or Event of Default.




Section 6.02 Acceleration.



             If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes shall notify the Company in writing, specifying
the Event of Default, demanding that the Default be remedied and stating that such notice is a
“Notice of Default” following which such Holders may declare all the Notes to be due and payable
immediately. Upon such declaration of acceleration pursuant to a Notice of Default, the aggregate
principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable
without further action or notice; provided, however, that in the event of a
declaration of acceleration because an Event of Default set forth in Section 6.01(a)(iv) has
occurred and is continuing, such declaration of acceleration shall be automatically rescinded and
annulled if the failure to pay or acceleration triggering such Event of Default pursuant to Section
6.01(a)(iv) shall be remedied or cured or waived by the holders of the relevant Indebtedness within
60 days after the declaration of acceleration with respect thereto. Notwithstanding the foregoing,
in the case of an Event of Default arising under Section 6.01(a)(vi) or (vii), with respect to the
Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. If any Designated Senior Debt is outstanding, the Company may
only pay amounts due on the Notes if otherwise permitted by Article 13. Holders of the Notes may
not enforce this Indenture or the Notes except as provided in this Indenture or the Trust Indenture
Act.




Section 6.03 Other Remedies.



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


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            The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




Section 6.04 Waiver of Past Defaults.




            The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive, rescind or cancel any
declaration of an existing or past Default or Event of Default and its consequences under this
Indenture except a continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes (other than nonpayment of principal or interest that has become due solely
because of acceleration). Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.




Section 6.05 Control by Majority.




            Holders of a majority in aggregate principal amount of the then outstanding Notes will have
the right to direct the time, method and place of conducting any proceeding for exercising any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines is unduly prejudicial to the rights of other Holders of a Note or that
would involve the Trustee in personal liability or expense for which the Trustee has not received
adequate indemnity as determined by it in good faith.




Section 6.06 Limitation on Suits.




            Subject to Section 6.07 hereof, no Holder of a Note 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 30% in principal amount of the total outstanding Notes have
requested the Trustee to pursue the remedy;




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




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




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



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




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Section 6.07 Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the
Note, on or after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.




Section 6.08 Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a)(i) or (ii) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal of, premium, if any, and
Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.




Section 6.09 Restoration of Rights and Remedies.




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




Section 6.10 Rights and Remedies Cumulative.




          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.




Section 6.11 Delay or Omission Not Waiver.




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




Section 6.12 Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor


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upon the Notes including the Guarantors), its creditors or its property and
shall be entitled and empowered to participate as a member in any official committee of creditors
appointed in such matter and to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.




Section 6.13 Priorities.




            If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:





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




            (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, and Additional Interest, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and Additional Interest, if any, and interest, respectively;
and




            (iii) to the Company or to such party as a court of competent jurisdiction shall
direct including a Guarantor, if applicable.




The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.13.



Section 6.14 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 a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.

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ARTICLE
7




TRUSTEE




Section 7.01 Duties of Trustee.




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




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





            (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




            (ii) 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
provision hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.



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





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




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




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



            (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.




            (e) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Indenture at the request or direction of any of the Holders of the Notes unless such Holders
have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss,
liability or expense.




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




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Section 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.




          (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 such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




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




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




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




          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not assured to it.




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




          (h) 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.




          (i) 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.




          (j) In the event the Company is required to pay Additional Interest, the Company will provide
written notice to the Trustee of the Company’s obligation to pay
Additional Interest no later 


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than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the
Additional Interest to be paid by the Company. The Trustee shall not at any time be under any duty
or responsibility to any Holders to determine whether the Additional Interest is payable and the
amount thereof.




          (k) The Trustee may request that the Company or any Guarantor 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.




          (l) The Trustee shall not be required to give any note, bond or surety in respect of the
execution of the trusts and powers under this Indenture.




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




Section 7.03 Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11 hereof, and the Trustee is subject to Sections 310(b) and
311 of the Trust Indenture Act.




Section 7.04 Trustee’s Disclaimer.




          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.




Section 7.05 Notice of Defaults.




          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the
case of a Default relating to the payment of principal, premium, if any, or interest and Additional
Interest, if any, on any Note, the Trustee may withhold from the Holders notice of any continuing
Default if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.




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Section 7.06 Reports by Trustee to Holders of the Notes.




          (a) Within 60 days after each May 15, beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with Section 313(a) of the
Trust Indenture Act (but if no event described in Section 313(a) of the Trust Indenture Act has
occurred within the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with Section 313(b)(2) of the Trust Indenture Act. The Trustee shall
also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act.




          (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with Section 313(d) of the Trust Indenture Act. The Company shall promptly notify the
Trustee when the Notes are listed on any stock exchange.




Section 7.07 Compensation and Indemnity.




          (a) The Company shall pay to the Trustee from time to time such compensation for its
acceptance of this Indenture and services hereunder 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 shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.




          (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee for,
and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense
(including attorneys’ fees) 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 against the Company or any of the Guarantors (including this Section 7.07)
or defending itself against any claim whether asserted by any Holder, the Company or any Guarantor,
or liability in connection with the acceptance, exercise or performance of any of its powers or
duties hereunder). The Trustee shall notify the Company in writing promptly of any claim of which
the Trustee has received written notice 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 will cooperate in the defense of such claim and may have
separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not (x) pay for any settlement made without its written consent, which shall not be
unreasonably withheld, or (y) reimburse any expense or indemnify against any of the foregoing loss,
liability, damage, claim or expense incurred by the Trustee through the Trustee’s own willful
misconduct, negligence or bad faith.




          (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee.




          (d) To secure the payment obligations of the Company and the Guarantors in this Section 7.07,
the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of this Indenture.




          (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(a)(vi) or (vii) hereof occurs, the expenses and the compensation for the services



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(including the reasonable fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.



            (f) The Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture
Act to the extent applicable.




Section 7.08 Replacement of Trustee.




            (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of such appointment as provided in
this Section 7.08.




            (b) The Trustee may, upon 30 days’ written notice to the Company, resign in writing at any
time and be discharged from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying
the Trustee and the Company in writing. The Company may remove the Trustee if:





            (i) the Trustee fails to comply with Section 7.10 hereof;




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




            (iii) a custodian or public officer takes charge of the Trustee or its property; or




            (iv) the Trustee becomes incapable of acting as Trustee hereunder or with respect to
the Notes.



            (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.




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




            (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




            (f) 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 and execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.




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Section 7.09 Successor Trustee by Merger, etc.




          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that such Person shall be
otherwise qualified and eligible under Article 7 hereof.




Section 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least
$150,000,000 as set forth in its most recent published annual report of condition.




          This Indenture shall always have a Trustee who satisfies the requirements of Sections
310(a)(1), (2) and (5) of the Trust Indenture Act. The Trustee is subject to Section 310(b) of the
Trust Indenture Act.




Section 7.11 Preferential Collection of Claims Against Company.




          The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated
therein.




ARTICLE
8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof applied to all outstanding Notes and all obligations of the Guarantors upon compliance with
the conditions set forth below in this Article 8.




Section 8.02 Legal Defeasance and Discharge.




          (a) Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and the Guarantors shall (as otherwise set forth in this Section
8.02(a)), subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding Notes and Note
Guarantees with respect thereto on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (and the Note Guarantees), which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to
in (i) and (ii) below, and to have satisfied all their other obligations under such Notes, the Note
Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:




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            (i) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, premium, if any, and interest and Additional Interest, if any, on such Notes
when such payments are due from the trust referred to in Section 8.04 hereof;




            (ii) the Company’s obligations with respect to the Notes concerning issuing temporary
Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments held in
trust;




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




            (iv) this Section 8.02.



            (b) Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




Section 8.03 Covenant Defeasance.




            Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.03- 4.05, 407-4.15 and 4.17 hereof and Section 5.01(a)(iv) and (b) hereof with respect
to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and the Note Guarantees, the Company and the Guarantors
may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(iii), 6.01(iv), 6.01(v), 6.01(vi) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries), 6.01(vii) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries) and 6.01(viii) shall not constitute Events of
Default.




Section 8.04 Conditions to Legal or Covenant Defeasance.




            In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03:





            (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the Holders of the Notes, cash in U.S. dollars, noncallable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent investment bank, appraisal firms or public accountants, to
pay the principal of, premium, if any, and interest and Additional Interest, if any, on the
outstanding Notes on the stated maturity or on the applicable redemption date, as the case
may be, and the Company must specify whether the Notes are being defeased to maturity or to
a particular redemption date;



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            (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that, and based
thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such
Legal Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not
occurred;




            (iii) in the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;




            (iv) no Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default resulting from the borrowing of
funds to be applied to such deposit);




            (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound including, without limitation, the Credit
Agreement;




            (vi) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and




            (vii) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.



Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.




            Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




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





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




Section 8.06 Repayment to Company.




            The Trustee shall promptly, and in any event, no later than three Business Days, pay to the
Company after request therefor, any excess money or Government Securities held with respect to the
Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing
with respect to the Notes. Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium and Additional Interest, if
any, or interest on any Note and remaining unclaimed for two years after such principal, and
premium and Additional Interest, if any, or interest has become due and payable shall be paid to
the Company on its request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter 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.




Section 8.07 Reinstatement.




            If the Trustee or Paying Agent is unable to apply any United States dollars or Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the
Company makes any payment of principal of, premium and Additional Interest, if any, or interest on
any Note following 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 held by the Trustee or
Paying Agent.




ARTICLE
9




AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




            (a) Notwithstanding Section 9.02 hereof, the Company, any Guarantor (with respect to a Note
Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Note
Guarantee thereof or the Notes without the consent of any Holder:





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




            (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




            (iii) to provide for the assumption of the Company’s obligations to Holders of Notes
in the case of a merger or consolidation or sale of all or substantially all of the
Company’s assets;



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




            (v) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




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




            (vii) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as in effect on the date hereof;




            (viii) to allow any Guarantor to execute a supplemental indenture and/or a Note
Guarantee;




            (ix) to comply with the rules of any applicable securities depository;




            (x) to add a co-issuer or co-obligor of the Notes; or




            (xi) to evidence and provide for the acceptance of appointment by a successor Trustee
in accordance with the applicable provisions of the indenture.



            (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.





Section 9.02 With Consent of Holders of Notes.




            (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture, the Notes, the Note Guarantees with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default or compliance with any provision of this Indenture, the Note Guarantees
or the Notes may be waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class (including, without limitation, consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for
the purposes of this Section 9.02.




            (b) Upon the request of the Company accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee shall join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture




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directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or supplemental
indenture.




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




            (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall (or cause the Trustee, at the expense of and at the request of the Company, to) mail
to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amended or supplemental indenture or waiver.




            (e) Without the consent of each Holder affected, an amendment or waiver may not (with respect
to any Notes held by a nonconsenting Holder):





            (i) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




            (ii) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions relating to
Section 3.09, Section 4.10 or Section 4.14);




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




            (iv) waive a Default or Event of Default in the payment of principal of or premium, if
any, or interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a waiver of
the payment default that resulted from such acceleration);




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




            (vi) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of or premium,
if any, or interest on the Notes;




            (vii) after the Company’s obligation to purchase Notes arises under this Indenture,
amend, change or modify in any material respect the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control or make and
consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or
modify any of the provisions or definitions with respect thereto;




            (viii) make any change in the subordination provisions of the Indenture that would
adversely affect the Holders of Notes;




            (ix) release any Guarantor that is a Significant Subsidiary from any of its
obligations under its Note Guarantee or this Indenture otherwise than in accordance with
the terms of this Indenture; or




            (x) make any change in the foregoing amendment and waiver provisions.



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          (g) No amendment may be made to the subordination and legal and covenant defeasance provisions
of the Indenture that would adversely affect the rights of any holder of Designated Senior Debt
then outstanding unless the holders of such Designated Senior Debt (or a representative thereof
authorized to give consent) consents to such amendment.




Section 9.03 Compliance with Trust Indenture Act.




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




Section 9.04 Revocation and Effect of Consents.




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




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date unless the consent of the requisite
number of Holders has been obtained.




Section 9.05 Notation on or Exchange of Notes.




          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.




          Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.




Section 9.06 Trustee to Sign Amendments, etc.




          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amendment, supplement or waiver until the
Board of Directors of the Company approves it. In executing any amendment, supplement or waiver,
the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture 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 party thereto,
enforceable against them in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03).





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ARTICLE 10




NOTE GUARANTEES




Section 10.01 Note Guarantee.




          (a) Subject to this Article 10 and Article 13, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (i) the principal of, interest, premium and Additional Interest, if any, on the
Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder
shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.




          (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes and this Indenture.




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




          (d) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors shall have the right to





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seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantees.




          (f) Each Note Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Company for liquidation, reorganization, should the
Company become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note
Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though
such payment or performance had not been made. In the event that any payment or any part thereof,
is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by
law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.




          (g) In case any provision of any Note Guarantee 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.




          (h) The Note Guarantee issued by any Guarantor shall be a general unsecured senior
subordinated obligation of such Guarantor and shall be (x) subordinated in right of payment to the
prior repayment in full in cash of all existing and future Senior Debt of such Guarantor, if any,
pursuant to the terms of Section 10.02 and Article 13 hereof and (y) pari passu in right of payment
with all existing and future Senior Subordinated Indebtedness of such Guarantor, if any.




          (i) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or nature.




Section 10.02 Subordination of Guarantor Payments.




          Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Obligations of
each Guarantor under its Note Guarantee are subordinated and junior in right of payment to the
prior payment of all Senior Debt on the same basis as the Obligations on, or relating to the Notes,
are subordinated and junior in right of payment to the prior payment of all Senior Debt of the
Company pursuant to Article 13. In furtherance of the foregoing, each Guarantor agrees, and each
of the Trustee and each Holder by accepting a Note agrees, that the subordination and related
provisions applicable to the Obligations of each Guarantor under its Note Guarantee by virtue of
the preceding sentence shall be as set forth in Article 13 as if each reference to “Company”
therein were instead a reference to “a Guarantor”, each reference to “Senior Debt of the Company”
therein were instead a reference to “Senior Debt of each Guarantor” and each reference to “Notes”
therein were instead a reference to “this Note Guarantee”, with such appropriate modifications as
the context may require. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of the Guarantors only at such times
as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture,
including Article 13 hereof.




Section 10.03 Limitation on Guarantor Liability.




          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note




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Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in
the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note
Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture
to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.




Section 10.04 Execution and Delivery.




          (a) To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form included in Exhibit D
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 one of its
Officers.




          (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof
shall remain in full force and effect notwithstanding the absence of the endorsement of any
notation of such Note Guarantee on the Notes.




          (c) If an Officer whose signature is on this Indenture no longer holds that office at the time
the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.




          (d) 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.




          (e) If required by Section 4.18 hereof, the Company shall cause the applicable Subsidiary to
comply with the provisions of Section 4.18 hereof and this Article 10.




Section 10.05 Subrogation.




          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Company in
respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof;
provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such right of
subrogation until all amounts then due and payable by the Company under this Indenture or the Notes
shall have been paid in full.




Section 10.06 Benefits Acknowledged.




          Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it
pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.





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Section 10.07 Release of Note Guarantees.




          (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and
discharged, and no further action by such Guarantor, the Company or the Trustee or any Holder is
required for the release of such Guarantor’s Note Guarantee:





     (i) if all or substantially all of the assets of such Guarantor are sold or otherwise
disposed of (including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) the Company or any of its Restricted
Subsidiaries and the Company otherwise complies, to the extent applicable, with Section
4.10; or




     (ii) if the Company designates such Guarantor as an Unrestricted Subsidiary in
accordance with Section 4.07; or




     (iii) if the Company consummates a transaction not prohibited by the Indenture
following which such Guarantor is no longer a Restricted Subsidiary; or




     (iv) if such Guarantor no longer guarantees the Credit Agreement, unless such Guarantor
is released or discharged from such guarantee as a result of making a payment thereon; or




     (v) if the Company exercises its legal defeasance option or covenant defeasance option
pursuant to Article 8, and upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for in this Indenture relating to such transaction have been complied with in all material
respects.



          (b) At the request and at the expense of the Company, the Trustee shall execute and deliver
any instrument reasonably requested evidencing such release.




ARTICLE 11




SATISFACTION AND DISCHARGE




Section 11.01 Satisfaction and Discharge.




          (a) This Indenture shall be discharged and shall cease to be of further effect (except as to
surviving rights or registration of transfer or exchange of the Notes, as expressly provided for
herein) as to all outstanding Notes, when:





     (i) either:




     (A) all the Notes theretofore authenticated (except lost, stolen or destroyed
Notes which have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation; or




     (B) all Notes not theretofore delivered to the Trustee for cancellation (1)
have become due and payable or (2) will become due and payable within one year, or
are to be called for redemption within one year, under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company, and the Company has irrevocably
deposited or caused to



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be deposited with the Trustee funds in an amount sufficient
to pay and discharge the entire Indebtedness on the Notes not theretofore delivered
to the Trustee for cancellation, for principal of, premium, if any, and interest on
the Notes to the date of deposit together with irrevocable instructions from the
Company directing the Trustee to apply such funds to the payment thereof at maturity
or redemption, as the case may be;




     (ii) the Company has paid all other sums payable under this Indenture by the Company;
and




     (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with.



          (b) Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Section 11.01(a)(i), the provisions of
Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.




Section 11.02 Application of Trust Money.




          (a) Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.




          (b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Company has made any payment of principal of, premium and Additional
Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from
the money or Government Securities held by the Trustee or Paying Agent.




Section 11.03 Repayment to the Company.




          The Trustee shall promptly, and in any event, no later than three Business Days, pay to the
Company after request therefor, any excess money or Government Securities held with respect to the
Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing
with respect to the Notes. Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium and Additional Interest, if
any, or interest on any Note and remaining unclaimed for two years after such principal, and
premium and Additional Interest, if any, or interest has become due and payable shall be paid to
the Company on its request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter 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.




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ARTICLE 12




MISCELLANEOUS




Section 12.01 Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
Section 318(c) of the Trust Indenture Act, the imposed duties shall control.




Section 12.02 Notices.




          Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the
others’ address:



If to the Company and/or any Guarantor:



Belden CDT Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Fax No.: (341) 854-8001

Attention: Kevin L. Bloomfield, Esq.



with a copy to:



Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022

Fax No.: (212) 446-4900

Attention: Andrew E. Nagel, Esq.

If to the Trustee:



U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul Minnesota 55107-1419

Fax No.: (651) 495-8097

Attention: Corporate Trust Services




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




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





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




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




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




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver.




          In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.




Section 12.03 Communication by Holders of Notes with Other Holders of
Notes.




          Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act 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 Section 312(c) of the Trust Indenture
Act.




Section 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company or any of the Guarantors to the Trustee to take
any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish
to the Trustee:





     (a) An Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



          Notwithstanding the foregoing, no such Opinion shall be given with respect to the delivery of
the Initial Notes.




Section 12.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Section





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314(a)(4) of the Trust Indenture Act) shall comply with the provisions of Section 314(e) of the
Trust Indenture Act and shall include:





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




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




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (and, in the case of an
Opinion of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of
fact); and




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



Section 12.06 Rules by Trustee and Agents.




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





	Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.





          No past, future or present director, officer, employee, partner, manager, agent, member (or
Person forming any limited liability company), incorporator or stockholder of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor
under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note and
Note Guarantee in respect thereof waives and releases all such liability. This waiver and release
are part of the consideration for issuance of the Notes and the Note Guarantees thereof.




Section 12.08 Governing Law.




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




Section 12.09 Waiver of Jury Trial.




          EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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Section 12.10 Force Majeure.




          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.




Section 12.11 No Adverse Interpretation of Other Agreements.




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




Section 12.12 Successors.




          All agreements of the Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section
10.05 hereof.




Section 12.13 Severability.




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




Section 12.14 Counterpart 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.




Section 12.15 Table of Contents, Headings, etc.




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




Section 12.16 Qualification of Indenture.




          The Company and the Guarantors shall qualify this Indenture under the Trust Indenture Act in
accordance with the terms and conditions of the Registration Rights Agreement and shall pay all
reasonable costs and expenses (including reasonable attorneys’ fees and expenses for the Company,
the Guarantors 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 and the Guarantors 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 Trust Indenture Act.





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ARTICLE 13




SUBORDINATION OF NOTES




Section 13.01 Agreement to Subordinate.




          The Company agrees, and each Holder by accepting a Note or a Note Guarantee thereof agrees,
that payment of principal, premium and Additional Interest, if any, and interest on (or any other
Obligations relating to) the Notes is subordinated in right of payment, to the extent and in the
manner provided in this Article 13, to the prior payment in full in cash of all Senior Debt
(whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt.




Section 13.02 Liquidation; Dissolution; Bankruptcy.




          The holders of Senior Debt shall be entitled to receive payment in full in cash of all
Obligations due in respect of Senior Debt (including interest after the commencement of any
bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such
interest is allowed in such
proceeding) before the Holders of Notes will be entitled to receive any payment with respect
to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and
payments made from either of the trusts, if any, described under Article 8 and Article 11 hereof),
in the event of any distribution to creditors of the Company or any of the Guarantors:





     (a) in a liquidation or dissolution of the Company or any of the Guarantors;




     (b) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or any Guarantor or their respective property;




     (c) in an assignment for the benefit of creditors of the Company or any of the
Guarantors; or




     (d) in any marshaling of the Company’s or any of the Guarantor’s assets and
liabilities.



          The Company shall give prompt written notice to the Trustee of the occurrence of any event
described in clauses (a) through (d) above.




Section 13.03 Default on Designated Senior Debt.




          (a) Neither the Company nor any of the Guarantors may make any payment in respect of the Notes
(except in respect of Permitted Junior Securities or from the trusts described under Article 8 and
Article 11 hereof) if:





     (i) a payment default on any Senior Debt occurs and is continuing beyond any applicable
grace period; or




     (ii) any other default occurs and is continuing on any series of Designated Senior Debt
that permits holders of that series of Designated Senior Debt to accelerate its maturity and
the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a)
with respect to Designated Senior Debt arising under the Credit Agreement, the
administrative agent thereunder,



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or (b) with respect to any other Designated Senior Debt,
the Representative of such Designated Senior Debt.



          Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and
the Trustee receive written notice approving such payment from the Representatives of any
Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii)
of this Section 13.03(a) has occurred and is continuing.




          (b) Payments on the Notes may and shall be resumed at the first to occur of the following:





     (i) in the case of a payment default, upon the date on which such default is cured or
waived; and




     (ii) in the case of a nonpayment default, upon the earlier of (A) the date on which
such nonpayment default is cured or waived, or (B) 179 days after the date on which the
applica
ble Payment Blockage Notice is received, or (C) the date the Trustee receives notice
from the Representative for such Designated Senior Debt rescinding the Payment Blockage
Notice, unless the maturity of any Designated Senior Debt has been accelerated.



          No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since
the delivery of the immediately prior Payment Blockage Notice irrespective of the number of
defaults with respect to Designated Senior Debt during such period.




          (c) No nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment
Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.




Section 13.04 Acceleration of Notes.




          The Company shall promptly notify Representatives of its Senior Debt if payment on the Notes
is accelerated because of an Event of Default.




Section 13.05 When Distribution Must Be Paid Over.




          (a) If the Trustee or any Holder of the Notes receives a payment in respect of the Notes
(except in Permitted Junior Securities or from the trusts described under Article 8 and Article 11
hereof) when:





     (i) the payment is prohibited by this Article 13; and




     (ii) the Trustee or the Holder has actual knowledge that the payment is prohibited,


then, the Trustee or the Holder, as the case may be, will hold the payment in trust for the benefit
of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the
Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of
Senior Debt or their proper representative.




          (b) With respect to the holders of Senior Debt, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this Article 13, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture





-94-









 







against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall mistakenly
pay over or distribute to or on behalf of Holders or the Company or any other Person money or
assets to which any holders of Senior Debt shall be entitled by virtue of this Article 13, except
if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.




Section 13.06 Notice by the Company.




          The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts
known to the Company that would cause a payment of any Obligations with respect to the Notes to
violate this Article 13, but failure to give such notice shall not affect the subordination of
the Notes to the Senior Debt as provided in this Article 13.




Section 13.07 Subrogation.




          After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes
shall be subrogated to the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been
applied to the payment of Senior Debt. A distribution made under this Article 13 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, among the Company, the
Guarantors and Holders, a payment by the Company or the Guarantors on the Notes.




Section 13.08 Relative Rights.




          (a) This Article 13 defines the relative rights of Holders of Notes and holders of Senior
Debt. Nothing in this Indenture shall:





     (i) impair, among the Company, the Guarantors and Holders of Notes, the obligation of
the Company, which is absolute and unconditional, to pay principal of and interest on the
Notes in accordance with their terms or the obligations of the Guarantors under the Note
Guarantees;




     (ii) affect the relative rights of Holders of Notes and creditors of the Company and
the Guarantors other than their rights in relation to holders of Senior Debt; or




     (iii) prevent the Trustee or any Holder of Notes from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders and owners of Senior
Debt to receive distributions and payments otherwise payable to Holders of Notes.



          (b) If the Company fails because of this Article 13 to pay principal of or interest on a Note
on the due date, the failure is still a Default or Event of Default.




Section 13.09 Subordination May Not Be Impaired by the Company and Guarantors.




          No right of any holder of Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the Company, or any
Guarantor or any Holder or by the failure of the Company, any Guarantor or any Holder to comply
with this Indenture.





-95-









 








Section 13.10 Distribution or Notice to Representative.




          Whenever a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.




          Upon any payment or distribution of assets of the Company or any Guarantor referred to in this
Article 13, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction or upon any certificate of such Representative or of
the liquidating trustee or agent or other Person making any distribution to the Trustee or to the
Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the Company or such
Guarantors as applicable, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 13.




Section 13.11 Rights of Trustee and Paying Agent.




          Notwithstanding the provisions of this Article 13 or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Notes, unless the Trustee shall have received at its Corporate
Trust Office at least five Business Days prior to the date of such payment written notice of facts
that would cause the payment of any Obligations with respect to the Notes to violate this Article
13. Only the Company or a Representative may give the notice. Nothing in this Article 13 shall
impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.




          The Trustee in its individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights.




Section 13.12 Authorization to Effect Subordination.




          Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee
on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 13, and appoints the Trustee to act as such Holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in Section 6.12 hereof at
least 30 days before the expiration of the time to file such claim, the lenders under the Credit
Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of
the Notes.




[Signatures on following pages]




-96-









 








	 	 	 	 	 	 	 
	 	 	BELDEN CDT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Stephen H. Johnson
 

Name: Stephen H. Johnson
	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kevin L. Bloomfield
 

Name: Kevin L. Bloomfield
	 	 
	 

	 	 	 	Title: Vice President, Secretary and General
Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	BELDEN WIRE & CABLE COMPANY	 	 
	 	 	BELDEN CDT NETWORKING, INC.	 	 
	 	 	NORDX/CDT CORP.	 	 
	 	 	THERMAX/CDT, INC.	 	 
	 	 	BELDEN HOLDINGS, INC.	 	 
	 	 	BELDEN TECHNOLOGIES, INC.	 	 
	 	 	BELDEN INC.	 	 
	 	 	CDT INTERNATIONAL HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Stephen H. Johnson
 

Name:Stephen H. Johnson
	 	 
	 

	 	 	 	Title:Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kevin L. Bloomfield
 

Name:Kevin L. Bloomfield
	 	 
	 

	 	 	 	Title: Vice President, Secretary and General Counsel
	 	






S-1









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Raymond S. Haverstock
 

Name:Raymond S. Haverstock
	 	 
	 

	 	 	 	Title: Vice President	 	 






S-2









 





EXHIBIT A




[Face of Note]




          [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]




          [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]




          [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the
provisions of the Indenture]




A-1









 








CUSIP [      ]

ISIN [      ]




[[RULE 144A][REGULATION S]] GLOBAL NOTE

representing up to

$350,000,000

7% Senior Subordinated Notes due 2017




			
	No. ___
	 	[$                    ]






BELDEN CDT INC.



promises to pay to Cede &Co. or registered assigns, the principal sum of $___United States
Dollars on March 15, 2017.



Interest Payment Dates: March 15 and September 15.



Record Dates: March 1and September 1.




A-2









 








     IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.



Dated: March 16, 2007




	 	 	 	 	 	 	 
	 	 	BELDEN CDT INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






A-3









 






This is one of the Notes referred to in the within-mentioned Indenture:




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	      as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







A-4









 





[Back of Note]




7% Senior Subordinated Notes due 2017




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




          1. INTEREST. Belden CDT Inc., a Delaware corporation, promises to pay interest on the
principal amount of this Note at 7% per annum from March 16, 2007 until maturity and shall pay the
Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to
below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on
March 15 and September 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from the date of original issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that, the first Interest
Payment Date shall be September 15, 2007. The Company will pay interest (including post-petition
interest in any proceeding under Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at the then applicable interest rate on the Notes; it shall pay interest
(including post-petition interest in any proceeding under Bankruptcy Law) on overdue installments
of interest and Additional Interest, if any (without regard to any applicable grace periods), from
time to time on demand at the then applicable interest rate on the Notes to the extent lawful.
Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months.




          2. METHOD OF PAYMENT. The Company will pay interest on the Notes and Additional Interest, if
any, to the Persons who are registered Holders of Notes at the close of business on the March 1 or
September 1(whether or not a Business Day), as the case may be, immediately preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Additional Interest, if any, and
interest at the office or agency of the Company maintained for such purpose within the City and
State of New York, or, at the option of the Company, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders at their respective addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium and Additional Interest, if
any, on, all Global Notes and all other Notes to the extent that the Holders of such Notes have
provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.




          3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act in
any such capacity.




          4. INDENTURE. The Company issued the Notes under an Indenture, dated as of March 16, 2007
(the “Indenture”), among Belden CDT Inc., the Guarantors named therein and the Trustee.
This Note is one of a duly authorized issue of notes of the Company designated as its 7% Senior
Subordinated Notes due 2017. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”).




A-5









 







The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company
subordinated in right of payment to all existing and future Senior Debt of the Company. Subject to
the conditions set forth in the Indenture, the Company may issue Additional Notes. The Notes
(including any Exchange Notes issued in exchange therefor) and any Additional Notes (collectively,
referred to herein as the “Notes”) subsequently issued under the Indenture will be treated
as a single class for all purposes under the Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.




          5. OPTIONAL REDEMPTION.




          (a) At any time prior to March 15, 2012, the Company may redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject
to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date. The Company is not prohibited by the terms of the Indenture from
acquiring the Notes by means other than redemption, whether pursuant to a Company tender offer, in
open market transactions, or otherwise, assuming such acquisition does not otherwise violate the
terms of the Indenture.




          (b) Notwithstanding anything herein to the contrary, at any time on or prior to March 15,
2010, the Company may on any one or more occasions redeem the Notes with the net cash proceeds of
one or more Equity Offerings, at 107.0% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, thereon to the Redemption Date; provided that at
least 65% of the principal amount of the Notes originally issued remains outstanding immediately
following such redemption (excluding Notes held by the Company or any of its Subsidiaries); and
provided, further, that such redemption shall occur within 90 days of the date of
the closing of any such Equity Offering.




          (c) The Notes will be redeemable, in whole or in part on any one or more occasions, at the
option of the Company, on or after March 15, 2012, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable
Redemption Date, if redeemed during the twelve-month period beginning on March 15 of the years
indicated below, subject to the rights of the Holders of the Notes on the relevant Record Date to
receive interest due on the relevant Interest Payment Date:




	 	 	 	 	 
	Year	 	Percentage
	2012
	 	 	103.500	%
	2013
	 	 	102.333	%
	2014
	 	 	101.167	%
	2015 and thereafter
	 	 	100.000	%






          (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.




          6. MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.




A-6









 








          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notes
in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date,
interest and Additional Interest, if any, ceases to accrue on Notes or portions thereof called for
redemption.




          8. OFFER TO REPURCHASE.




          (a) Upon the occurrence of a Change of Control, Article 3 and Section 4.14 of the Indenture
shall apply to the extent applicable.




          (b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, Article 3
and Section 4.10 of the Indenture shall apply to the extent applicable.




          9. NOTE GUARANTEES. The Notes are entitled to the benefit of the Note Guarantees set forth in
(and subject to the limitations set forth in) the Indenture.




          11. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company will require a Holder to pay all taxes or similar government charges due
on such transfer or exchange. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes (x)
for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (y)
between a Record Date and the next succeeding Interest Payment Date.




          11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes. Only registered Holders will have rights under the Indenture.




          12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be
amended or supplemented as provided in the Indenture.




          13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are set forth in
Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes may, subject to
certain conditions and limitations set forth in the Indenture, declare the principal, premium, if
any, interest and any other monetary obligations on all the then outstanding Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes
will become due and payable immediately without further action or notice. If any Designated Senior
Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under
Article 13 of the Indenture. Holders may not enforce the Indenture, the Notes or the Note
Guarantees except as provided in the Indenture or the Trust Indenture Act. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of
the Notes notice of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, if any, Additional Interest, if any,




A-7









 







or interest) if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may
on behalf of the Holders of all of the Notes waive any existing or past Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in payment
of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes
(other than nonpayment of principal or interest that has become due solely because of acceleration)
held by a non-consenting Holder. The Company and each Guarantor (to the extent that such Guarantor
is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required after becoming aware
of any Default, to deliver to the Trustee a statement specifying such Default and what action the
Company proposes to take with respect thereto.




          14. SUBORDINATION. Payment of principal, interest, premium and Additional Interest, if any,
on the Notes is subordinated to the prior payment in full of Senior Debt in accordance with and
subject to the terms provided in the Indenture.




          15. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose until authenticated by the manual or facsimile signature of the
Trustee.




          16. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement, dated as of March 16, 2007, among Belden CDT Inc., the Guarantors
named therein and the other parties named on the signature pages thereof or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the
rights set forth in one or more registration rights agreements, if any, among the Company, the
Guarantors and the other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”), including the right to receive Additional Interest (as defined in the Registration
Rights Agreement).




          17. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. No past, future
or present director, officer, employee, partner, manager, agent, member (or Person forming any
limited liability company), incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor under the Notes, the
Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note and Note Guarantees waives
and releases all such liability. This waiver and release are part of the consideration for
issuance of the Notes and the Note Guarantees.




          18. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.




          19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes




A-8









 







or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.




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




          The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to the Company at the
following address:



Belden CDT Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Attention: Investor Relations




A-9









 








ASSIGNMENT FORM




          To assign this Note, fill in the form below:




	 	 	 
	(I)
or (we) assign and transfer this Note to: 
	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)






 





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




 





 





 





 




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




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 





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




Date:                                         




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as your name appears on 
	 	 	the face of this Note) 	 
	 



Signature Guarantee*:                                                             




 




*   Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).




A-10









 








OPTION OF HOLDER TO ELECT PURCHASE




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




o Section 4.10      o Section 4.14




          If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:




$                                        




Date:                                         




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as your name appears on 
	 	 	the face of this Note) 	 
	 



	 	 	 	 	 
	 	 	 
	 	Tax Identification No.:  	 
	 	 	 	 
	 	 	 	 
	 




Signature Guarantee*:                                                             



 




*   Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).




A-11









 








SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*




     The initial outstanding principal amount of this Global Note is $___. The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global
Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	of	 	 	 	 
	 	 	decrease	 	 	Amount of increase	 	 	this Global Note	 	 	Signature of	 
	 	 	in Principal	 	 	in Principal	 	 	following such	 	 	authorized officer	 
	Date of	 	Amount of this	 	 	Amount of this	 	 	decrease or	 	 	of Trustee or	 
	Exchange	 	Global Note	 	 	Global Note	 	 	increase	 	 	Note Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.




A-12









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Belden CDT Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105




U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Fax No.: (651) 495-8097

Attention: Corporate Trust Services




          Re: 7% Senior Subordinated Notes due 2017




          Reference is hereby made to the Indenture, dated as of March 16, 2007 (the
“Indenture”), among Belden CDT Inc., the Guarantors named therein and the Trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.




                               (the “Transferor”) owns and proposes to transfer the Note[s] or
interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in
such Note[s] or interests (the “Transfer”), to                      (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:




[CHECK ALL THAT APPLY]




          1. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL
NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States.




          2. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United




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States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to
the restrictions on Transfer enumerated in the Indenture and the Securities Act.




          3. o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION
S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that (check one):





     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;



or





     (b) o such Transfer is being effected to the Company or a subsidiary thereof;



or





     (c) o such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.



          4. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



          (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.




          (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on




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transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.




          (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.




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



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                                             




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ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE OF (a) OR (b)]





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP), or






	(b)	 	o a Restricted Definitive Note.
	 
	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE]





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP), or
	 
	 	(iii)	 	o Unrestricted Global Note (CUSIP); or






	(b)	 	o a Restricted Definitive Note; or
	 
	(c)	 	o an Unrestricted Definitive Note, in accordance with the
terms of the Indenture.






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EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Belden CDT Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105




U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Fax No.: (615) 495-8097

Attention: Corporate Trust Services




          Re: 7% Senior Subordinated Notes due 2017




          Reference is hereby made to the Indenture, dated as of March 16, 2007 (the
“Indenture”), among Belden CDT Inc., the Guarantors named therein and the Trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.




          ___(the “Owner”) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified herein, in the principal amount of $___in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




          (1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE





     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to
the Global Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of
the United States.




     (b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance



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with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.




     (c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted
Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.




     (d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note
for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



          (2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES





     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.




     (b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted
Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ]
Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and
in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private



C-2









 







Placement Legend printed on the relevant Restricted Global Note and in the Indenture
and the Securities Act.



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




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




C-3









 








EXHIBIT D




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 and subject to the
provisions set forth in the Indenture, dated as of March 16, 2007, among Belden CDT Inc., a
Delaware corporation (the “Company”), the Guarantors party thereto and U.S. Bank National
Association, as trustee (as amended or supplemented, the “Indenture”) (a) the due and
prompt payment of the principal of, premium and Additional Interest, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due and prompt payment of
interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and
prompt performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes
and to the Trustee pursuant to this Note Guarantee and the Indenture (including the Note Guarantees
set forth herein) are expressly set forth in Article 10 of the Indenture and reference is hereby
made to the Indenture for the precise terms of such Note Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject to
right of payment upon any defeasance of the Notes or discharge and satisfaction of the Indenture in
accordance with and subject to the provisions of the Indenture.




          Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.




          The validity and enforceability of this Notation of Guarantee shall not be affected by the
fact that it is not affixed to any particular Note.




          THIS NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each
Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any
action or proceeding arising out of or relating to this Notation of Guarantee and its Note
Guarantee.




          The Note Guarantees are subject to release upon the terms set forth in Article 10 of the
Indenture.




D-1









 








	 	 	 	 	 
	 	BELDEN WIRE & CABLE COMPANY,

BELDEN CDT NETWORKING, INC.,

NORDX/CDT CORP.,

THERMAX/CDT, INC.,

BELDEN HOLDINGS, INC.,

BELDEN TECHNOLOGIES, INC.,

BELDEN INC.,

CDT INTERNATIONAL HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-2