exv4w1



 





Exhibit 4.1




Execution Copy



 
 

 


GENERAL CABLE CORPORATION,




THE GUARANTORS named herein




and




U.S. BANK NATIONAL ASSOCIATION,




as Trustee




 






INDENTURE




Dated as of March 21, 2007

 






7.125% Senior Fixed Rate Notes due 2017




and




Senior Floating Rate Notes due 2015




  

 

 









 








CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA	 	 	Indenture
	Section	 	 	Section
	310
	 	(a)(1)	 	7.10
	 
	 	(a)(2)	 	7.10
	 
	 	(a)(3)	 	N.A.
	 
	 	(a)(4)	 	N.A.
	 
	 	(a)(5)	 	N.A.
	 
	 	(b)	 	7.08; 7.10; 11.02
	 
	 	(b)(1)	 	7.10
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	7.11
	 
	 	(b)	 	7.11
	 
	 	(c)	 	N.A.
	312
	 	(a)	 	2.06
	 
	 	(b)	 	11.03
	 
	 	(c)	 	11.03
	313
	 	(a)	 	7.06
	 
	 	(b)(1)	 	N.A.
	 
	 	(b)(2)	 	7.06
	 
	 	(c)	 	7.06; 11.02
	 
	 	(d)	 	7.06
	314
	 	(a)	 	4.06; 4.18; 11.02
	 
	 	(b)	 	N.A.
	 
	 	(c)(1)	 	11.04
	 
	 	(c)(2)	 	11.04
	 
	 	(c)(3)	 	N.A.
	 
	 	(d)	 	N.A.
	 
	 	(e)	 	11.05
	 
	 	(f)	 	N.A.
	315
	 	(a)	 	7.01(b)
	 
	 	(b)	 	7.05; 11.02
	 
	 	(c)	 	7.01(a)
	 
	 	(d)	 	7.01(c)
	 
	 	(e)	 	6.12
	316
	 	(a) (last sentence)	 	2.10
	 
	 	(a)(1)(A)	 	6.05
	 
	 	(a)(1)(B)	 	6.04
	 
	 	(a)(2)	 	N.A.
	 
	 	(b)	 	6.08
	 
	 	(c)	 	8.04
	317
	 	(a)(1)	 	6.09
	 
	 	(a)(2)	 	6.10
	 
	 	(b)	 	2.05; 7.12
	318
	 	(a)	 	11.01








 




			
	N.A. means Not Applicable






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





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	22	 
	SECTION 1.03. Rules of Construction
	 	 	23	 
	 
	 	 	 	 
	ARTICLE TWO
	 
	THE NOTES
	 
	 	 	 	 
	SECTION 2.01. Amount of Notes
	 	 	24	 
	SECTION 2.02. Form and Dating
	 	 	24	 
	SECTION 2.03. Execution and Authentication
	 	 	24	 
	SECTION 2.04. Registrar, Paying Agent and Calculation Agent
	 	 	25	 
	SECTION 2.05. Paying Agent To Hold Money in Trust
	 	 	25	 
	SECTION 2.06. Noteholder Lists
	 	 	26	 
	SECTION 2.07. Transfer and Exchange
	 	 	26	 
	SECTION 2.08. Replacement Notes
	 	 	27	 
	SECTION 2.09. Outstanding Notes
	 	 	27	 
	SECTION 2.10. Treasury Notes
	 	 	27	 
	SECTION 2.11. Temporary Notes
	 	 	27	 
	SECTION 2.12. Cancellation
	 	 	28	 
	SECTION 2.13. Defaulted Interest
	 	 	28	 
	SECTION 2.14. CUSIP Number
	 	 	28	 
	SECTION 2.15. Deposit of Moneys
	 	 	28	 
	SECTION 2.16. Book-Entry Provisions for Global Notes
	 	 	29	 
	SECTION 2.17. Special Transfer Provisions
	 	 	30	 
	SECTION 2.18. Computation of Interest
	 	 	32	 
	SECTION 2.19. Issuance of Additional Notes
	 	 	32	 
	 
	 	 	 	 
	ARTICLE THREE
	 
	REDEMPTION
	 
	 	 	 	 
	SECTION 3.01. Election To Redeem; Notices to Trustee
	 	 	33	 
	SECTION 3.02. Selection by Trustee of Notes To Be Redeemed
	 	 	33	 
	SECTION 3.03. Notice of Redemption
	 	 	33	 
	SECTION 3.04. Effect of Notice of Redemption
	 	 	34	 
	SECTION 3.05. Deposit of Redemption Price
	 	 	34	 
	SECTION 3.06. Notes Redeemed in Part
	 	 	34	 
	 
	 	 	 	 
	ARTICLE FOUR
	 
	COVENANTS
	 
	 	 	 	 
	SECTION 4.01. Payment of Notes
	 	 	35	 
	SECTION 4.02. Maintenance of Office or Agency
	 	 	35	 
	SECTION 4.03. Legal Existence
	 	 	35	 
	SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law
	 	 	36	 






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	 	 	Page
	SECTION 4.05. Waiver of Stay, Extension or Usury Laws
	 	 	36	 
	SECTION 4.06. Compliance Certificate
	 	 	36	 
	SECTION 4.07. Taxes
	 	 	37	 
	SECTION 4.08. Repurchase at the Option of Holders upon Change of Control
	 	 	37	 
	SECTION 4.09. Limitation on Restricted Payments
	 	 	38	 
	SECTION 4.10. Limitation on Indebtedness and Issuance of Disqualified Capital Stock
	 	 	40	 
	SECTION 4.11. Limitation on Sales of Assets
	 	 	43	 
	SECTION 4.12. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	46	 
	SECTION 4.13. Limitation on Transactions with Affiliates
	 	 	48	 
	SECTION 4.14. Limitation on Designations of Unrestricted Subsidiaries
	 	 	49	 
	SECTION 4.15. Limitation on Liens
	 	 	50	 
	SECTION 4.16. Limitations Sale/Leaseback Transactions
	 	 	50	 
	SECTION 4.17. Subsidiary Guarantees
	 	 	51	 
	SECTION 4.18. Provision of Financial Information
	 	 	51	 
	 
	 	 	 	 
	ARTICLE FIVE
	 
	SUCCESSOR CORPORATION
	 
	 	 	 	 
	SECTION 5.01. Merger, Consolidation and Sale of Assets
	 	 	52	 
	SECTION 5.02. Successor Person Substituted
	 	 	53	 
	 
	 	 	 	 
	ARTICLE SIX
	 
	DEFAULTS AND REMEDIES
	 
	 	 	 	 
	SECTION 6.01. Events of Default
	 	 	54	 
	SECTION 6.02. Acceleration of Maturity; Rescission
	 	 	55	 
	SECTION 6.03. Other Remedies
	 	 	56	 
	SECTION 6.04. Waiver of Past Defaults and Events of Default
	 	 	56	 
	SECTION 6.05. Control by Majority
	 	 	56	 
	SECTION 6.06. Limitation on Suits
	 	 	57	 
	SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	57	 
	SECTION 6.08. Rights of Holders To Receive Payment
	 	 	57	 
	SECTION 6.09. Collection Suit by Trustee
	 	 	57	 
	SECTION 6.10. Trustee May File Proofs of Claim
	 	 	58	 
	SECTION 6.11. Priorities
	 	 	58	 
	SECTION 6.12. Undertaking for Costs
	 	 	58	 
	 
	 	 	 	 
	ARTICLE SEVEN
	 
	TRUSTEE
	 
	 	 	 	 
	SECTION 7.01. Duties of Trustee
	 	 	59	 
	SECTION 7.02. Rights of Trustee
	 	 	60	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	61	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	61	 
	SECTION 7.05. Notice of Defaults
	 	 	61	 
	SECTION 7.06. Reports by Trustee to Holders
	 	 	61	 
	SECTION 7.07. Compensation and Indemnity
	 	 	62	 
	SECTION 7.08. Replacement of Trustee
	 	 	63	 
	SECTION
7.09. Successor Trustee by Consolidation, Merger, etc.
	 	 	63	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	63	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	SECTION 7.11. Preferential Collection of Claims Against Company
	 	 	64	 
	SECTION 7.12. Paying Agents
	 	 	64	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 
	 	 	 	 
	SECTION 8.01. Without Consent of Noteholders
	 	 	64	 
	SECTION 8.02. With Consent of Noteholders
	 	 	65	 
	SECTION 8.03. Compliance with Trust Indenture Act
	 	 	66	 
	SECTION 8.04. Revocation and Effect of Consents
	 	 	66	 
	SECTION 8.05. Notation on or Exchange of Notes
	 	 	67	 
	SECTION
8.06. Trustee To Sign Amendments, etc.
	 	 	67	 
	 
	 	 	 	 
	ARTICLE NINE
	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 
	 	 	 	 
	SECTION 9.01. Discharge of Indenture
	 	 	67	 
	SECTION 9.02. Legal Defeasance
	 	 	68	 
	SECTION 9.03. Covenant Defeasance
	 	 	69	 
	SECTION 9.04. Conditions to Defeasance or Covenant Defeasance
	 	 	69	 
	SECTION
9.05. Deposited Money and United States Government Obligations To Be
Held in Trust; Other Miscellaneous

Provisions

	 	 	70	 
	SECTION 9.06. Reinstatement
	 	 	71	 
	SECTION 9.07. Moneys Held by Paying Agent
	 	 	71	 
	SECTION 9.08. Moneys Held by Trustee
	 	 	71	 
	 
	 	 	 	 
	ARTICLE TEN
	 
	GUARANTEE OF NOTES
	 
	 	 	 	 
	SECTION 10.01. Guarantee
	 	 	72	 
	SECTION 10.02. Execution and Delivery of Guarantee
	 	 	72	 
	SECTION 10.03. Limitation of Guarantee
	 	 	73	 
	SECTION 10.04. Additional Guarantors
	 	 	73	 
	SECTION 10.05. Release of Guarantors
	 	 	73	 
	SECTION 10.06. Waiver of Subrogation
	 	 	74	 
	SECTION 10.07. Notice to Trustee
	 	 	74	 
	 
	 	 	 	 
	ARTICLE ELEVEN
	 
	MISCELLANEOUS
	 
	 	 	 	 
	SECTION 11.01. Trust Indenture Act Controls
	 	 	74	 
	SECTION 11.02. Notices
	 	 	75	 
	SECTION 11.03. Communications by Holders with Other Holders
	 	 	76	 
	SECTION 11.04. Certificate and Opinion as to Conditions Precedent
	 	 	76	 
	SECTION 11.05. Statements Required in Certificate and Opinion
	 	 	76	 
	SECTION 11.06. Rules by Trustee and Agents
	 	 	76	 
	SECTION 11.07. Business Days; Legal Holidays
	 	 	76	 
	SECTION 11.08. Governing Law
	 	 	77	 
	SECTION 11.09. No Adverse Interpretation of Other Agreements
	 	 	77	 
	SECTION 11.10. Successors
	 	 	77	 






-iii-









 






	 	 	 	 	 
	 	 	Page
	SECTION 11.11. Multiple Counterparts
	 	 	77	 
	SECTION
11.12. Table of Contents, Headings, etc.
	 	 	77	 
	SECTION 11.13. Separability
	 	 	77	 






EXHIBITS




	 	 	 	 	 	 	 
	Exhibit A-1
	 	Form of Fixed Rate Note	 	 	A1-1	 
	Exhibit A-2
	 	Form of Floating Rate Note	 	 	A2-1	 
	Exhibit B
	 	Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes	 	 	B-1	 
	Exhibit C
	 	Form of Legend for Regulation S Note	 	 	C-1	 
	Exhibit D
	 	Form of Legend for Global Note	 	 	D-1	 
	Exhibit E-1
	 	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors (Fixed Rate Notes)	 	 	E-1	 
	Exhibit E-2
	 	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors (Floating Rate Notes)	 	 	E-2	 
	Exhibit F-1
	 	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S (Fixed Rate Notes)	 	 	F1-1	 
	Exhibit F-2
	 	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S (Floating Rate Notes)	 	 	F2-1	 
	Exhibit G-1
	 	Form of Guarantee (Fixed Rate Notes)	 	 	G-1	 
	Exhibit G-2
	 	Form of Guarantee (Floating Rate Notes)	 	 	G-1	 






-iv-









 





          INDENTURE, dated as of March 21, 2007, among GENERAL CABLE CORPORATION, a
Delaware corporation, as issuer (the “Company”), the Guarantors (as hereinafter defined)
and U.S. Bank National Association, a national banking association, as trustee (the
“Trustee”).




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




ARTICLE ONE




DEFINITIONS AND INCORPORATION BY REFERENCE




  SECTION 1.01. Definitions.




          “Acquired Indebtedness” means Indebtedness of a Person (1) assumed in connection with
an Acquisition of such Person or (2) existing at the time such Person becomes a Restricted
Subsidiary or is consolidated with or merged into the Company or any Restricted Subsidiary, whether
or not such Indebtedness was Incurred in connection with, or in contemplation of, such transaction.




          “Acquired Person” means, with respect to any specified Person, any other Person which
merges with or into or becomes a Subsidiary of such specified Person.




          “Acquisition” means (1) any capital contribution (by means of transfers of cash or
other assets to others or payments for assets or services for the account or use of others, or
otherwise) by the Company or any Restricted Subsidiary to any other Person, or any acquisition or
purchase of Capital Stock of any other Person by the Company or any Restricted Subsidiary, in
either case pursuant to which such Person shall become a Restricted Subsidiary or shall be
consolidated or amalgamated with or merged into the Company or any Restricted Subsidiary or (2) any
acquisition by the Company or any Restricted Subsidiary of the assets of any Person which
constitute substantially all of an operating unit or line of business of such Person or which is
otherwise outside of the ordinary course of business.




          “Additional Fixed Rate Notes” means any notes issued by the Company in one or more
series, from time to time, in compliance with Sections 2.19 and 4.10. Any Additional Fixed Rate
Notes subsequently issued under this Indenture will be treated as a single class with the Initial
Fixed Rate Notes for all purposes under this Indenture, including, without limitation, for purposes
of waivers, amendments, redemptions and Change of Control Offers and Net Proceeds Offers.




          “Additional Floating Rate Notes” means any notes issued by the Company in one or more
series, from time to time, in compliance with Sections 2.19 and 4.10. Any Additional Floating Rate
Notes subsequently issued under this Indenture will be treated as a single class with the Initial
Floating Rate Notes for all purposes under this Indenture, including, without limitation, for
purposes of waivers, amendments, redemptions and Change of Control Offers and Net Proceeds Offers.




          “Additional Notes” means the Additional Fixed Rate Notes and the Additional Floating
Rate Notes.




          “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, means 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.




          “Affiliate Transaction” has the meaning set forth under Section 4.13.




          “Agent” means any Registrar, Paying Agent, Calculation Agent or agent for service or
notices and demands.




          “Agent Members” has the meaning set forth under Section 2.16.




          “Alternate Offer” has the meaning set forth under Section 4.08.




          “amend” means amend, modify, supplement, restate or amend and restate, including
successively; and “amending” and “amended” have correlative meanings.




          “Applicable LIBOR Rate” means, for each interest period with respect to the Floating
Rate Notes, the rate determined by the Company (notice of such rate to be sent to the Trustee on
the date of determination thereof) equal to the greater of (a) 1.250% or (b) the applicable British
Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as
reported by any generally recognized financial information service as of 11:00 a.m. (London time)
two business days prior to the first day of such interest period; provided that if no such British
Bankers’ Association LIBOR rate is available to the Company, the Applicable LIBOR Rate for the
relevant interest period shall instead be the rate at which Goldman, Sachs & Co. or one of its
affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London
interbank market for a period of three months as of approximately 11:00 a.m. (London time) two
business days prior to the first day of such interest period, in amounts equal to $1.0 million.




          “Applicable Premium” means, with respect to any Note on any Redemption Date, the
greater of:





     (1) 1.0% of the principal amount of such Note; and




     (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the
redemption price of such Floating Rate Note at April 1, 2009 or such Fixed Rate Note at
April 1, 2012, as the case may be (each such redemption price being set forth in such Note
under the caption “Optional Redemption”), plus (ii) all required interest payments due on
such Floating Rate Note through April 1, 2009 or such Fixed Rate Note through April 1, 2012,
as the case may be (assuming with respect to Floating Rate Notes, that the rate of interest
on the Floating Rate Notes for the period from the Redemption Date through April 1, 2009
will be equal to the rate of interest on the Floating Rate Notes in effect on the date on
which the applicable notice of redemption is given) (excluding accrued but unpaid interest
to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of
such Redemption Date plus 50 basis points; over (b) the principal amount of such Floating
Rate Note or Fixed Rate Note, as applicable.



          “asset” means any asset or property, whether real, personal or other, tangible or
intangible.




          “Asset Sale” means any direct or indirect sale, conveyance, transfer, lease (that has
the effect of a disposition) or other disposition (including, without limitation, any merger,
consolidation or Sale/Leaseback Transaction or upon any condemnation, eminent domain or similar
proceedings) to any




-2-









 







Person other than the Company or a Restricted Subsidiary, in one transaction or
a series of related transactions, of:





     (1) any Capital Stock of any Subsidiary (other than directors’ qualifying shares);




     (2) any assets of the Company or any Restricted Subsidiary which constitute
substantially all of an operating unit or line of business of the Company or any Restricted
Subsidiary; or




     (3) any other assets (including without limitation intellectual property) or asset of
the Company or any Restricted Subsidiary outside of the ordinary course of business.



          In each case, other than:





     (A) any transaction consummated in compliance with Section 5.01 and the creation of and
foreclosure on any Lien not prohibited by Section 4.15;




     (B) sales of property or equipment that, in the reasonable determination of the
Company, has become worn out, obsolete or damaged or otherwise unsuitable for use in
connection with the business of the Company or any Restricted Subsidiary;




     (C) any Permitted Investment or any Restricted Payment not prohibited by Section 4.09;




     (D) any transaction or series of related transactions involving assets with a Fair
Market Value not in excess of $10.0 million;




     (E) any operating lease or sublease;




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




     (G) the licensing or sublicensing of intellectual property or other general
intangibles;




     (H) sales or other dispositions of Cash Equivalents, inventory, receivables and other
current assets in the ordinary course of business; and




     (I) any transaction between or among the Company and/or one or more Restricted
Subsidiaries.



          “Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate borne by the Notes,
compounded annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).




          “Bankruptcy Law” means Title 11 of the United States Code entitled “Bankruptcy” or any
other law relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of
debtors, whether in effect on the date hereof or hereafter.




-3-









 








          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act. For the purposes of this definition, the term “Beneficially Own”
shall have a correlative meaning.




          “Board of Directors” means, with respect to any Person, (i) in the case of any
corporation, the board of directors of such Person, (ii) in the case of any limited liability
company, the board of managers of such Person, (iii) in the case of any partnership, the Board of
Directors of the general partner of such Person and (iv) in any other case, the functional
equivalent of the foregoing.




          “Board Resolution” means, with respect to any Person, a duly adopted resolution of the
Board of Directors of such Person or a duly authorized committee thereof, as applicable.




          “Business Day” means a day that is not a Saturday, a Sunday or a day on which (i)
commercial banking institutions in New York, New York are authorized or required by law to be
closed or (ii) the New York Stock Exchange is not open for trading.




          “Calculation Agent” has the meaning set forth in Section 2.04.




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




          “Capital Stock” in any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
corporate stock or other equity participations, including partnership interests, whether general or
limited, in such Person, including any Preferred Capital Stock and any right or interest which is
classified as equity in accordance with GAAP, but excluding any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock.




          “Cash Equivalents” means





     (1) marketable direct obligations issued by, or unconditionally guaranteed by, the
United States government or issued by any agency or instrumentality thereof and backed by
the full faith and credit of the United States, in each case maturing within one year from
the date of acquisition thereof;




     (2) marketable direct obligations issued by any state of the United States of America
or by the District of Columbia maturing within one year from the date of acquisition thereof
and, at the time of acquisition, having one of the two highest ratings obtainable from
either S&P or Moody’s;




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




     (4) investments in time deposit accounts, term deposit accounts, money market deposit
accounts, certificates of deposit or bankers’ acceptances maturing within one year from the
date of acquisition thereof issued by any bank organized under the laws of the United States
of America or any state thereof or the District of Columbia having at the date of
acquisition thereof combined capital and surplus of not less than $500.0 million;



-4-









 






     (5) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (1) above entered into with any bank meeting the
qualifications specified in clause (4) above; and




     (6) investments in money market funds which invest at least 95% of their assets in
securities of the types described in any of clauses (1) through (5) above.



          “Change of Control” means the occurrence of any of the following events (whether or
not approved by the Board of Directors of the Company):





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




     (2) the Company consolidates with, or merges with or into, another Person (other than a
Wholly Owned Restricted Subsidiary) or the Company and/or one or more of the Restricted
Subsidiaries sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of the assets of the Company and the Restricted Subsidiaries (determined
on a consolidated basis) to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary), other than any such transaction where immediately after such transaction the
Person or Persons that “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) immediately prior to such transaction, directly or indirectly, Voting Stock
representing a majority of the total voting power of all outstanding Voting Stock of the
Company, “beneficially own or owns” (as so determined), directly or indirectly, Voting Stock
representing a majority of the total voting power of the outstanding Voting Stock of the
surviving or transferee Person; or




     (3) during any consecutive two-year period, the Continuing Directors cease for any
reason to constitute a majority of the Board of Directors of the Company; or




     (4) the adoption of a plan of liquidation or dissolution of the Company.



          “Change of Control Date” has the meaning set forth under Section 4.08.




          “Change of Control Offer” has the meaning set forth under Section 4.08.




          “Change of Control Purchase Date” has the meaning set forth under Section 4.08.




          “Change of Control Purchase Price” has the meaning set forth under Section 4.08.




          “Company” means the party named as such in the first paragraph of this Indenture until
a successor replaces such party pursuant to Article Five of this Indenture and thereafter means the
successor.




          “Company Request” means any written request signed in the name of the Company by the
Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President,
the Chief Financial Officer or the Treasurer of the Company and attested to by the Secretary or any
Assistant Secretary of the Company.




-5-









 








          “Consolidated Coverage Ratio” as of any date of determination means the ratio of (i)
the aggregate amount of Consolidated EBITDA for the latest four-quarter period for which financial
statements are available ending prior to the date of such determination (the “Four-Quarter
Period”) to (ii) Consolidated Interest Expense for such Four-Quarter Period; provided, however,
that:





     (1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness or issued
any Disqualified Capital Stock since the beginning of such Four-Quarter Period that remains
outstanding on such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio involves an Incurrence of Indebtedness or an
issuance of Disqualified Capital Stock, Consolidated EBITDA and Consolidated Interest
Expense for such Four-Quarter Period shall be calculated after giving effect on a pro forma
basis to such Indebtedness or such Disqualified Capital Stock as if such Indebtedness or
such Disqualified Capital Stock had been Incurred on the first day of such Four-Quarter
Period,




     (2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased,
retired or otherwise discharged (a “Discharge”) any Indebtedness or Disqualified
Capital Stock since the beginning of such Four-Quarter Period that no longer remains
outstanding on such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness or
Disqualified Capital Stock, Consolidated EBITDA and Consolidated Interest Expense for such
Four-Quarter Period shall be calculated after giving effect on a pro forma basis to such
Discharge of Indebtedness or Disqualified Capital Stock, including with the proceeds of any
new Indebtedness, as if such Discharge (and Incurrence of new Indebtedness or Disqualified
Capital Stock, if any) had occurred on the first day of such Four-Quarter Period,




     (3) if since the beginning of such Four-Quarter Period the Company or any Restricted
Subsidiary shall have disposed of any business or group of assets in any asset sale,
Consolidated EBITDA for such Four-Quarter Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) directly attributable to the assets that are the subject
of such asset sale for such Four-Quarter Period or increased by an amount equal to the
Consolidated EBITDA (if negative) directly attributable thereto for such Four-Quarter
Period, and Consolidated Interest Expense for such Four-Quarter Period shall be reduced by
an amount equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased or otherwise
discharged with respect to the Company and its continuing Restricted Subsidiaries in
connection with such asset sale for such Four-Quarter Period (or, if the Capital Stock of
any Restricted Subsidiary is sold, the Consolidated Interest Expense for such Four-Quarter
Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale),




     (4) if since the beginning of such Four-Quarter Period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted
Subsidiary (or any Person that becomes a Restricted Subsidiary) or an Acquisition, including
any Acquisition of assets occurring in connection with a transaction causing a calculation
to be made hereunder, Consolidated EBITDA and Consolidated Interest Expense for such
Four-Quarter Period shall be calculated after giving pro forma effect thereto (including the
Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first
day of such Four-Quarter Period, and




     (5) if since the beginning of such Four-Quarter Period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into the Company or any Restricted



-6-









 






Subsidiary since the beginning of such Four-Quarter Period) shall have made any asset sale
or any Investment or Acquisition that would have required an adjustment pursuant to clause
(3) or (4) above if made by the Company or a Restricted Subsidiary during such Four-Quarter
Period, Consolidated EBITDA and Consolidated Interest Expense for such Four-Quarter Period
shall be
calculated after giving pro forma effect thereto as if such Asset Sale, Investment or
Acquisition occurred on, with respect to any Investment or Acquisition, the first day of
such Four-Quarter Period and, with respect to any asset sale, the first day of such
Four-Quarter Period.



          For purposes of this definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined as if such acquisition of assets, amount of earnings related
thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred
therewith as if the same had occurred at the beginning of the Four Quarter Period. If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any agreement
under which Hedging Obligations relating to interest are outstanding applicable to such
Indebtedness if such agreement under which such Hedging Obligations are outstanding has a remaining
term as at the date of determination in excess of 12 months).




          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such
period, minus any non-cash item increasing Consolidated Net Income during such period, (A) plus the
following, to the extent deducted in calculating such Consolidated Net Income:





     (1) Consolidated Income Tax Expense for such period;




     (2) Consolidated Interest Expense for such period;




     (3) depreciation expense for such period;




     (4) amortization expense for such period; and




     (5) all other non-cash items reducing Consolidated Net Income for such period (other
than any non-cash item to the extent it represents an accrual or a reserve for cash
disbursements in any future period or amortization of a prepaid cash expense that was paid
in a prior period not included in the calculation); minus


(B) all non-cash items increasing Consolidated Net Income for such period,



in each case on a consolidated basis and determined in accordance with GAAP.




          “Consolidated Income Tax Expense” means, with respect to the Company for any period,
the provision for federal, provincial, state, local and foreign income taxes payable by the Company
and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.




          “Consolidated Interest Expense” means, with respect to the Company for any period,
without duplication, the sum of:





     (1) the interest expense of the Company and the Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with GAAP, including, without



-7-









 







limitation, (a) the net cost under Hedging Obligations relating to interest (including any
amortizations of discounts, but excluding any mark-to-market adjustments), (b) the interest
portion of any deferred payment obligation, (c) all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers’ acceptance financing, (d)
all capitalized interest and all accrued interest and (e) the accretion of any original
issue discount on any Indebtedness;




     (2) the interest component of Capital Lease Obligations paid, accrued and/or scheduled
to be paid or accrued by the Company and the Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP;




     (3) the product of (x) the amount of dividends and distributions paid or accrued in
respect of Disqualified Capital Stock of the Company or Preferred Capital Stock of any
Restricted Subsidiary (other than dividends or distributions consisting solely of Qualified
Capital Stock) during such period as determined on a consolidated basis in accordance with
GAAP and (y) a fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated federal, provincial, state and local tax rate
of the Company, expressed as a decimal; and




     (4) all interest on any Indebtedness described in clause (7) or (8) of the definition
of “Indebtedness”;


excluding, however, (i) any premiums, fees and expenses (and any amortization thereof), including
the costs to terminate interest rate swaps, incurred in connection with the refinancing
transactions described in the Offering Circular and entering into of the Foreign Credit Facility
and (ii) the portion of interest expense at non-Wholly Owned Restricted Subsidiaries equal to the
percentage of outstanding Voting Stock of such Restricted Subsidiary held by Persons other than the
Company, any Subsidiary of the Company or Affiliates of the Company or any of its Subsidiaries.
Notwithstanding anything to the contrary, in the event that Interest Expense on the Company’s
0.875% Senior Convertible Notes due 2013, issued on November 15, 2006, exceeds the stated coupon
thereof, then the Interest Expense with respect to such Senior Convertible Notes shall be deemed to
be the stated coupon thereof..




          “Consolidated Net Income” means, for any period, the consolidated net income (loss) of
the Company and the Restricted Subsidiaries (which, for the avoidance of doubt, shall be after
deduction of minority interests in Restricted Subsidiaries held by third parties) for such period
determined in accordance with GAAP; provided, however, that there shall not be included in
calculating such Consolidated Net Income:





     (1) any net income (loss) of any Person other than the Company or a Restricted
Subsidiary, except to the extent of the amount of cash actually distributed by such Person
during such period to the Company or (subject to the limitation in clause (2) below) a
Restricted Subsidiary as a dividend or other distribution;




     (2) for purposes of Section 4.09, any net income (but not loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly,
precluding the payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to the Company to the extent of such limitations or
restrictions;




     (3) any gain or loss realized upon the sale or other disposition of any asset of the
Company or any Restricted Subsidiary (including pursuant to any Sale/Leaseback Transaction)



-8-









 







that is not sold or otherwise disposed of in the ordinary course of business and any gain or
loss realized upon the sale or other disposition of any Capital Stock of any Person;




     (4) any extraordinary, non-recurring or unusual items of income, gain, loss or expense
for such period;




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




     (6) unrealized gains or losses in respect of Hedging Obligations permitted by Section
4.10(b)(6) as recorded on the statement of operations in accordance with GAAP;


provided, however, that in the case of clauses (3), (4) and (6) such amount or charge shall be net
of any tax or tax benefit to the Company (less all fees and expenses relating to such transaction)
or any Restricted Subsidiary resulting therefrom.




          “Consolidated Tangible Assets” means, at any date, the total assets (less accumulated
depreciation and valuation reserves and other reserves and items deductible from gross book value
of specific asset accounts under GAAP) of the Company and the Restricted Subsidiaries, after
deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount,
organization expenses and other like intangibles of the Company and the Restricted Subsidiaries,
all calculated in accordance with GAAP.




          “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who was (1) a member of such Board of Directors on the Issue Date or
(2) 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 at the time of such nomination or election.




          “Corporate Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which office as of the date
hereof is listed in Section 11.02.




          “Covenant Defeasance” has the meaning set forth under Section 9.03




          “Credit Facilities” means one or more of U.S. Credit Facilities and/or Foreign Credit
Facilities.




          “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.




          “Depository” means, with respect to the Notes issued in the form of one or more Global
Notes, The Depository Trust Company or another Person designated as Depository by the Company,
which Person must be a clearing agency registered under the Exchange Act.




          “Designation” has the meaning set forth under Section 4.14.




          “Designation Amount” has the meaning set forth in the definition of “Investment.”




          “Disposition” means, with respect to any Person, any merger, consolidation,
amalgamation or other business combination involving such Person (whether or not such Person is the
Surviving Person) or the sale, assignment, transfer, lease, conveyance or other disposition of all
or substantially all of such Person’s assets.




-9-









 








          “Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable at the option of
the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable, at the option of the holder
thereof, in whole or in part, or exchangeable into Indebtedness on or prior to the date which is 91
days after the Stated Maturity of the principal of the Notes; provided, however, that any Capital
Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving
holders thereof the right to require the issuer to purchase or redeem such Capital Stock upon the
occurrence of an “asset sale” or “change of control” occurring prior to the maturity date of the
Notes shall not constitute Disqualified Capital Stock if (1) the “asset sale” or “change of
control” provisions applicable to such Capital Stock are not more favorable in any material respect
to the holders of such Capital Stock than the terms applicable to the Notes and described under
Sections 4.08 and 4.11 and (2) any such requirement becomes operative only after compliance with
such terms applicable to the Notes, including the prior completion of any offer to purchase Notes
pursuant to a Change of Control Offer or a Net Proceeds Offer.




          “Domestic Subsidiary” means a Subsidiary incorporated or organized under the laws of
the United States of America, any State thereof or the District of Columbia.




          “Event of Default” has the meaning set forth under Section 6.01.




          “Excess” has the meaning set forth under Section 4.11.




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




          “Exchange Securities” has the meaning provided in the Registration Rights Agreement.




          “Existing Indebtedness” means any Indebtedness of the Company and the Restricted
Subsidiaries in existence on the Issue Date (after giving effect to the use of proceeds of the
offering of the Notes as set forth in the Offering Circular and the repurchase of the 9.5% Senior
notes due 2010 on the Issue Date) until such amounts are repaid.




          “Fair Market Value” means, with respect to any asset, the price (after taking into
account any liabilities relating to such assets) which could be negotiated in an arm’s-length free
market transaction, for cash, between a willing seller and a willing and able buyer, neither of
which is under any compulsion to complete the transaction; provided, however, that the Fair Market
Value of any such asset or assets in excess of $10.0 million shall be determined conclusively by
the Board of Directors of the Company (or a duly authorized committee thereof) acting in good
faith, and shall be evidenced by a Board Resolution delivered to the Trustee.




          “Foreign Credit Facility” means one or more debt facilities providing for senior
revolving credit loans, senior term loans and/or letters of credit to one or more Foreign
Subsidiaries, as borrower or borrowers and guarantors thereunder, including any notes, guarantees,
collateral and security documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness Incurred thereunder), as amended,
amended and restated, supplemented, modified, refinanced, replaced or otherwise restructured, in
whole or in part from time to time (including by means of sales of debt securities to institutional
investors), including increasing the amount of available borrowings thereunder or adding other
Foreign Subsidiaries as additional borrowers or guarantors thereunder, with respect to all or any
portion of the Indebtedness under such facilities or any successor or replacement facilities and
whether with the same or any other agent, lender or group of lenders.




-10-









 








          “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.




          “Four-Quarter Period” has the meaning set forth in the definition of “Consolidated
Coverage Ratio.”




          “GAAP” means, at any date of determination, generally accepted accounting principles
in effect in the United States at such time and which are consistently applied.




          “guarantee” means, as applied to any obligation, (1) a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation and (2) an agreement, direct or
indirect, contingent or otherwise, the practical effect of which is to assure in any way the
payment or performance (or payment of damages in the event of non-performance) of all or any part
of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit. A guarantee shall include, without limitation, any agreement to maintain or
preserve any other Person’s financial condition or to cause any other Person to achieve certain
levels of operating results.




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




          “Guarantors” means each of:





	 	(1)	 	the Company’s Domestic Subsidiaries that Incur any
Indebtedness or guarantees any Indebtedness of the Company or any of its
Domestic Subsidiaries, in each case under U.S. Credit Facilities; and
	 
	 	(2)	 	any other Subsidiary that executes a Guarantee in
accordance with the provisions of this Indenture;




and their respective successors and assigns, in each case, until such Person is released from its
Guarantee in accordance with the terms of this Indenture.




          “Hedging Obligations” means, with respect to any Person, the Obligations of such
Person under (1) interest rate swap agreements, interest rate cap agreements, interest rate collar
agreements and similar agreements or arrangements and (2) foreign currency or commodity hedge,
swap, exchange and similar agreements (agreements referred to in this definition being referred to
herein as “Hedging Agreements”).




          “Holder” means the registered holder of any Note.




          “Incur” means, with respect to any Indebtedness or other obligation of any Person, to
create, issue, incur (including by conversion, exchange or otherwise), assume, guarantee or
otherwise become liable in respect of such Indebtedness or other obligation or the recording, as
required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance
sheet of such Person (and “Incurrence”, “Incurred” and “Incurring” shall have meanings correlative
to the foregoing). Indebtedness of any Acquired Person or any of its Subsidiaries existing at the
time such Acquired Person becomes a Restricted Subsidiary (or is merged into or consolidated with
the Company or any Restricted Subsidiary), whether or not such Indebtedness was Incurred in
connection with, as a result of, or in contemplation of, such Acquired Person becoming a Restricted
Subsidiary (or being merged into or consolidated or amalgamated with the Company or any Restricted
Subsidiary), shall be deemed Incurred at the time any such Acquired Person becomes a Restricted
Subsidiary or merges into or consolidates or




-11-









 







 amalgamates with the Company or any Restricted
Subsidiary. The accrual of interest and the accretion or amortization of original issue discount will not be deemed to be an Incurrence of
Indebtedness; provided, however, in each such case, that the amount thereof is included in
Consolidated Interest Expense as accrued. For the avoidance of doubt, the reclassification of the
Redeemable Convertible Preferred Stock pursuant to SFAS 150 or otherwise in accordance with GAAP
shall not be an Incurrence of Indebtedness under the Indenture.




          “Indebtedness” means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not contingent:





     (1) every obligation of such Person for money borrowed;




     (2) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations Incurred in connection with the acquisition of
assets or businesses by such Person;




     (3) every reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such Person;




     (4) every obligation of such Person issued or assumed as the deferred purchase price of
assets or services (but excluding (A) earnout or other similar obligations until such time
as the amount of such obligation is capable of being determined and its payment is probable,
(B) trade accounts payable incurred in the ordinary course of business and payable in
accordance with industry practices (including, so long as not treated as Indebtedness in
accordance with GAAP, trade payables subject to the payables extension facility described in
the Offering Circular), or (C) other accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith);




     (5) every Capital Lease Obligation of such Person, including, without limitation, from
Sale/Leaseback Transactions;




     (6) every net obligation payable under Hedging Agreements of such Person;




     (7) every obligation of the type referred to in clauses (1) through (6) of another
Person and all dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as obligor,
guarantor or otherwise, the amount of such obligation being the maximum amount covered by
such guarantee or for which such Person is otherwise liable; and




     (8) every obligation of the type referred to in clauses (1) through (7) above of
another Person the payment of which is secured by the assets of that Person, the amount of
such obligation being deemed to be the lesser of (i) the Fair Market Value of such asset or
(ii) the amount of the obligation so secured.



          Indebtedness:





     (A) shall not take into account any cash and Cash Equivalents held by such Person;




     (B) shall not include obligations of any Person (1) arising from the honoring by a bank
or other financial institution of a check, draft or similar instrument inadvertently drawn
against insufficient funds in the ordinary course of business, provided that such
obligations are



-12-









 







extinguished within 10 Business Days of their Incurrence, (2) resulting from
the endorsement of
negotiable instruments for collection in the ordinary course of business and consistent
with past business practices and (3) under standby letters of credit to the extent
collateralized by cash or Cash Equivalents;




     (C) shall include the liquidation preference and any mandatory redemption payment
obligations in respect of any Disqualified Capital Stock of the Company or any Preferred
Capital Stock of any Restricted Subsidiary;




     (D) shall not include any liability for federal, provincial, state, local or other
taxes; and




     (E) shall not include obligations under performance bonds, performance guarantees,
surety bonds and appeal bonds, letters of credit or similar obligations, incurred in the
ordinary course of business.



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




          “Independent Financial Advisor” means a nationally recognized accounting, appraisal or
investment banking firm or consultant in the United States that is, in the judgment of the
Company’s Board of Directors, qualified to perform the task for which it has been engaged (1) which
does not, and whose directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company and (2) which, in the judgment of the Board of Directors
of the Company, is otherwise independent and qualified to perform the task for which it is to be
engaged.




          “Initial Fixed Rate Notes” means the 7.125% Senior Fixed Rate Notes due 2017 issued by
the Company pursuant to this Indenture on the Issue Date.




          “Initial Floating Rate Notes” means the Senior Floating Rate Notes due 2015 issued by
the Company pursuant to this Indenture on the Issue Date.




          “Initial Notes” means the 7.125% Senior Fixed Rate Notes due 2017 and the Senior
Floating Rate Notes due 2015 issued by the Company pursuant to this Indenture on the Issue Date.




          “Institutional Accredited Investor” means an institution that is an “accredited
investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the
Securities Act.




          “interest” means, with respect to the Notes, the sum of any cash interest and any
Special Interest on the Notes.




          “Interest Payment Date” means April 1 and October 1 of each year with respect to the
Fixed Rate Notes and January 1, April 1, July 1 and October 1 of each year with respect to the
Floating Rate Notes.




          “Investment” means, with respect to any Person, any direct or indirect loan, advance,
guarantee or other extension of credit (in each case other than in connection with an acquisition
of property or assets that does not otherwise constitute an Investment) or capital contribution to
(by means of transfers of cash or other property or assets to others or payments for property or
services for the account or use of others, or otherwise), or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any
other Person. The amount of any Investment




-13-









 







shall be the original cost of such Investment, plus the
cost of all additions thereto, and minus the amount
of any portion of such Investment repaid to such Person in cash as a repayment of principal or
a return of capital, as the case may be, but without any other adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. In
determining the amount of any Investment involving a transfer of any property or asset other than
cash, such property shall be valued at its Fair Market Value at the time of such transfer. For
purposes of Section 4.09, an Investment shall be deemed to be made upon any Designation in an
amount (the “Designation Amount”) equal to the greater of (1) the net book value of the
Company’s interest in the applicable Subsidiary calculated in accordance with GAAP and (2) the Fair
Market Value of the Company’s interest in the applicable Subsidiary as determined in good faith by
the Board of Directors of the Company (or a duly authorized committee thereof) and evidenced by a
Board Resolution, whose determination shall be conclusive.




          “Issue Date” means March 21, 2007.




          “Legal Defeasance” has the meaning set forth under Section 9.02.




          “Legal Holiday” has the meaning set forth under Section 11.07.




          “Lien” means any lien, mortgage, charge, security interest, hypothecation, assignment
for security or encumbrance of any kind (including any conditional sale or capital lease or other
title retention agreement, and any agreement to give any security interest but excluding any lease
which does not secure Indebtedness).




          “Maturity Date” means April 1, 2015, with respect to the Floating Rate Notes, and
April 1, 2017, with respect to the Fixed Rate Notes.




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




          “Net Cash Proceeds” means the aggregate proceeds in the form of cash or Cash
Equivalents received by the Company or any Restricted Subsidiary in respect of any Asset Sale,
including all cash or Cash Equivalents received upon any sale, liquidation or other exchange of
proceeds of Asset Sales received in a form other than cash or Cash Equivalents, net of:





     (1) the direct costs relating to such Asset Sale (including, without limitation,
reasonable legal, accounting and investment banking fees, brokerage fees and sales
commissions) and any relocation expenses incurred as a result thereof;




     (2) taxes paid or payable directly as a result thereof;




     (3) amounts required to be applied to the repayment of Indebtedness secured by a Lien
on the asset or assets that were the subject of such Asset Sale; and




     (4) amounts deemed, in good faith, appropriate by the Board of Directors of the Company
(or a duly authorized committee thereof) to be provided as a reserve, in accordance with
GAAP, against any liabilities associated with such assets which are the subject of such
Asset Sale (provided that the amount of any such reserves shall be deemed to constitute Net
Cash Proceeds at the time such reserves shall have been released or are not otherwise
required to be retained as a reserve).



          “Net Proceeds Offer” has the meaning set forth under Section 4.11.




-14-









 








          “Net Proceeds Offer Payment Date” has the meaning set forth under Section 4.11.




          “Net Proceeds Offer Trigger Date” has the meaning set forth under Section 4.11(e).




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




          “Notes” means, collectively, the Initial Notes, the Exchange Securities and the
Additional Notes, if any, treated as a single class of securities, as amended from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.




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




          “Offering Circular” means the offering circular of the Company, dated March 15, 2007.




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




          “Officers’ Certificate” means a certificate signed by two Officers or by one Officer
and any Assistant Treasurer or Assistant Secretary of the Company and which complies with the
provisions of this Indenture.




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




          “Other Notes” has the meaning set forth in Section 2.02.




          “Pari Passu Debt” has the meaning set forth under Section 4.11.




          “Paying Agent” has the meaning set forth under Section 2.04.




          “Permitted Indebtedness” has the meaning set forth under Section 4.10.




          “Permitted Investments” means:





     (1) Investments in cash in (a) euros or dollars and Cash Equivalents or, to the extent
determined by the Company or a Foreign Subsidiary in good faith to be necessary for local
working capital requirements and operational requirements of the Foreign Subsidiaries, other
cash and cash equivalents denominated in the currency of any jurisdiction which are, as
determined in good faith by the Company or such Foreign Subsidiary, necessary or desirable
for reasonable business purposes and, in the case of cash equivalents, are otherwise
substantially similar to the items specified in the definition of “Cash Equivalents”, and
(b) cash and Cash Equivalents denominated in the currency of the jurisdiction of
organization or place of business of a Foreign Subsidiary that are otherwise substantially
similar to items specified in the definition of “Cash Equivalents”, except that if such
jurisdiction prohibits the repatriation of working capital to the United States, any
specific rating required in the definition of “Cash Equivalents” shall be deemed to be
satisfied if such Investments have, at the time of the acquisition, the highest rating from
any rating agency of any Investments available to be issued in such currency;



-15-









 






     (2) Investments in the Company or any Restricted Subsidiary or any Person that, as a
result of or in connection with such Investment, (a) becomes a Restricted Subsidiary or (b)
is merged or consolidated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or any Restricted Subsidiary;




     (3) Investments in the Notes;




     (4) Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers’ compensation, performance and other similar deposits made in the
ordinary course of business consistent with past practices;




     (5) Hedging Obligations permitted by clause (6) of the definition of “Permitted
Indebtedness”;




     (6) any Investment to the extent that the consideration therefor consists of Qualified
Capital Stock of the Company;




     (7) accounts receivable acquired in the ordinary course of business or Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business;




     (8) loans and advances to employees who are not directors or executive officers made in
the ordinary course of business not to exceed $10.0 million in the aggregate at any one time
outstanding;




     (9) any non-cash consideration received as a result of Asset Sales in compliance with
Section 4.11;




     (10) Investments in joint ventures engaged in a Related Business in an aggregate amount
outstanding not to exceed 5.0% of Consolidated Tangible Assets at the time such Investment
is made; and




     (11) in addition to the Investments described in clauses (1) through (10) above, other
Investments not to exceed $50.0 million at any time outstanding.



          The amount of Investments outstanding at any time pursuant to clause (11) above shall be
deemed to be reduced:





     (a) upon the disposition or repayment of or return on any Investment made pursuant to
clause (11) above, by an amount equal to the return of capital with respect to such
Investment to the Company or any Restricted Subsidiary (to the extent not included in the
computation of Consolidated Net Income), less the cost of the disposition of such Investment
and net of taxes; and




     (b) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by
an amount equal to the lesser of (x) the Fair Market Value of the Company’s proportionate
interest in such Subsidiary immediately following such redesignation, and (y) the aggregate
amount of Investments in such Subsidiary that increased (and did not previously decrease)
the amount of Investments outstanding pursuant to clause (11) above.



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          “Permitted Liens” means:





     (1) Liens on property of a Person existing at the time such Person is merged or
consolidated with or into the Company or any Restricted Subsidiary; provided, however, that
such Liens were in existence prior to the contemplation of such merger or consolidation and
do not attach to any property or assets of the Company or any Restricted Subsidiary other
than the property or assets subject to the Liens prior to such merger or consolidation and
the proceeds thereof;




     (2) Liens securing Indebtedness and other Obligations under Credit Facilities;




     (3) Liens existing on the Issue Date securing Indebtedness outstanding on the Issue Date;




     (4) Liens securing all of the Obligations under this Indenture;




     (5) Liens in favor of the Company or any Restricted Subsidiary;




     (6) Liens securing Hedging Obligations incurred pursuant to clause (6) of the
definition of “Permitted Indebtedness”;




     (7) Liens securing Capital Lease Obligations and Purchase Money Indebtedness, provided
such Indebtedness shall not be secured by any asset other than the specified asset being
financed and additions and improvements thereto;




     (8) Liens securing Indebtedness of Foreign Subsidiaries;




     (9) Liens to secure any refinancings, renewals, extensions, modifications or
replacements (collectively, “refinancing”) (or successive refinancings), in whole or
in part, of any Indebtedness secured by Liens referred to in clauses (1), (2), (3), (4) or
(7) above so long as such Lien does not extend to any other property (other than
improvements thereto);




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




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




     (12) Liens Incurred or deposits made in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);




     (13) 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



-17-









 







account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;




     (14) judgment Liens not giving rise to a Default so long as such Liens are adequately
bonded and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment have not been finally terminated or the period within which the
proceedings may be initiated has not expired;




     (15) easements, rights-of-way, zoning restrictions and other similar charges,
restrictions or encumbrances in respect of real property or immaterial imperfections of
title which do not, in the aggregate, impair in any material respect the ordinary conduct of
the business of the Company and the Restricted Subsidiaries taken as a whole;




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




     (17) Liens encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Company or any Restricted
Subsidiary, including rights of offset and setoff;




     (18) bankers’ Liens, rights of setoff and other similar Liens existing solely with
respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the
Company or any Restricted Subsidiary, in each case granted in the ordinary course of
business in favor of the bank or banks with which such accounts are maintained, securing
amounts owing to such bank with respect to cash management and operating account
arrangements, including those involving pooled accounts and netting arrangements; provided
that in no case shall any such Liens secure (either directly or indirectly) the repayment of
any Indebtedness;




     (19) leases or subleases granted to others that do not materially interfere with the
ordinary course of business of the Company or any Restricted Subsidiary;




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




     (21) Liens securing Acquired Indebtedness permitted to be Incurred under this
Indenture; provided that the Liens do not extend to assets not subject to such Liens at the
time of acquisition (other than improvements thereon) and are no more favorable to the
lienholders than those securing such Acquired Indebtedness prior to the Incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary;




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




     (23) Liens on and pledges of the Capital Stock of any Unrestricted Subsidiary securing
any Indebtedness of such Unrestricted Subsidiary; and




     (24) additional Liens securing obligations and Attributable Indebtedness Incurred
pursuant to Section 4.16 in an aggregate amount outstanding not to exceed 4.0% of
Consolidated Tangible Assets at the time of such Incurrence.



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




          “Physical Notes” means certificated Notes in registered form in substantially the form
set forth in Exhibit A-1 and Exhibit A-2.




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




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




          “Private Placement Legend” means the legend initially set forth on the Rule 144A Notes
and Other Notes that are Restricted Notes in the form set forth in Exhibit B.




          “Public Equity Offering” means an underwritten public offering of Qualified Capital
Stock of the Company with gross cash proceeds to the Company of at least $25.0 million pursuant to
a registration statement that has been declared effective by the SEC pursuant to the Securities Act
(other than a registration statement on Form S-4 (or any successor form covering substantially the
same transactions), Form S-8 (or any successor form covering substantially the same transactions)
or otherwise relating to equity securities issuable under any employee benefit plan of the
Company).




          “Purchase Money Indebtedness” means Indebtedness of the Company or any Restricted
Subsidiary Incurred for the purpose of financing all or any part of the purchase price or the cost
of construction or improvement of any property; provided, however, that (i) the aggregate principal
amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such property or
such purchase price or cost, including any refinancing of such Indebtedness that does not increase
the aggregate principal amount (or accreted amount, if less) thereof as of the date of refinancing,
and (ii) such Indebtedness shall be Incurred within 180 days after such acquisition of such asset
by the Company or such Restricted Subsidiary or completion of such construction or improvement.




          “Qualified Capital Stock” in any Person means any Capital Stock in such Person other
than any Disqualified Capital Stock.




          “Qualified Institutional Buyer” or “QIB” shall have the meaning specified in
Rule 144A promulgated under the Securities Act.




          “Redemption Date” when used with respect to any Note to be redeemed means the date
fixed for such redemption pursuant to the terms of the Notes.




          “Registrar” has the meaning set forth under Section 2.04.




          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
the Issue Date, by and among the Company, the Guarantors and Goldman, Sachs & Co., as
representative of the initial purchasers named in the Offering Circular.




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




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          “Regulation S Notes” has the meaning set forth under Section 2.02.




          “Related Business” means those businesses in which the Company or any of the
Restricted Subsidiaries is engaged on the Issue Date, or that are reasonably related, ancillary,
incidental or complementary thereto, as determined by the Company’s Board of Directors.




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




          “Restricted Note” has the same meaning as “Restricted Security” set forth in Rule
144(a)(3) promulgated under the Securities Act; provided, that the Trustee shall be entitled to
request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a
Restricted Note.




          “Restricted Payment” has the meaning set forth in Section 4.09.




          “Restricted Subsidiary” means any Subsidiary of the Company other than any Subsidiary
of the Company that has been designated by the Board of Directors of the Company, by a Board
Resolution delivered to the Trustee, as an Unrestricted Subsidiary pursuant to Section 4.14. Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary may be revoked by a Board
Resolution delivered to the Trustee, subject to the provisions of Section 4.14.




          “Revocation” has the meaning set forth under Section 4.14.




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




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




          “Rule 144A Notes” has the meaning set forth under Section 2.02.




          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.




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




          “SEC” means the Securities and Exchange Commission.




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




          “Significant Subsidiary” means (1) any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as
such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when
aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described




-20-









 







in Section 6.01(8) has occurred and is continuing, would constitute a Significant Subsidiary
under clause (1) of this definition.




          “Special Interest” has the meaning provided in the Registration Rights Agreement.




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




          “Subordinated Indebtedness” means any Indebtedness of the Company or a Guarantor that
is expressly subordinated in right of payment to the Notes or the Guarantee of such Guarantor.




          “Subsidiary” with respect to any Person means (1) any corporation, limited liability
company, association or other business entity of which more than 50% of the total voting power of
all outstanding Voting Stock entitled (without regard to the occurrence of any contingency) to vote
in the election of the Board of Directors 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 (2) 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 of one or more Subsidiaries of such Person (or any combination thereof).
Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Company.




          “Surviving Person” means, with respect to any Person involved in or that makes any
Disposition, the Person formed by or surviving such Disposition or the Person to which such
Disposition is made.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in
effect on the date of this Indenture (except as provided in Section 8.03 hereof).




          “Total Assets” means, with respect to any Person, as of any date, the consolidated
total assets of such Person, as determined in accordance with GAAP.




          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such
Redemption Date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.1 5 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to April 1, 2009 (in the case of Floating Rate Notes)
or April 1, 2012 (in the case of Fixed Rate Notes); provided, however, that if the period from the
Redemption Date to April 1, 2009 (in the case of Floating Rate Notes) or April 1, 2012 (in the case
of Fixed Rate Notes) is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be used.




          “Trustee” means the party named as such in this Indenture until a successor replaces
it pursuant to this Indenture and thereafter means the successor.




          “United States Government Obligations” means direct non-callable obligations of the
United States of America for the payment of which the full faith and credit of the United States is
pledged.




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          “Unrestricted Subsidiary” means any Subsidiary of the Company designated as such
pursuant to and in compliance with Section 4.14, in each case until such time as any such
designation may be revoked by a Board Resolution delivered to the Trustee, subject to the
provisions of Section 4.14.




          “Unutilized Net Cash Proceeds” has the meaning set forth in Section 4.11.




          “U.S. Credit Agreement” means the Second Amended and Restated Credit Agreement, dated
as of November 23, 2005, by and among General Cable Industries, Inc., as borrower, the Company and
certain other Subsidiaries, as guarantors and/or additional borrowers, the lenders party thereto
from time to time, UBS Securities LLC, as joint lead arranger, Bank of America, N.A., as
Documentation Agent, National City Business Credit, Inc., as Syndication Agent and Merrill Lynch
Capital, a Division of Merrill Lynch Business Financial Services, Inc., as administrative agent,
collateral agent and joint lead arranger, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith (including Hedging
Obligations related to the Indebtedness incurred thereunder), as amended, amended and restated,
supplemented or otherwise modified from time to time.




          “U.S. Credit Facility” means one or more debt facilities providing for senior
revolving credit loans, senior term loans and/or letters of credit to the Company and/or one or
more Domestic Subsidiaries, as borrower or borrowers and guarantors thereunder (including, without
limitation, the U.S. Credit Agreement), as amended, amended and restated, supplemented, modified,
refinanced, replaced or otherwise restructured, in whole or in part from time to time (including by
means of sales of debt securities to institutional investors), including increasing the amount of
available borrowings thereunder or adding other Domestic Subsidiaries as additional borrowers
and/or guarantors thereunder, with respect to all or any portion of the Indebtedness under such
facilities or any successor or replacement facilities and whether with the same or any other agent,
lender or group of lenders; provided, that no such debt facility that otherwise complies with the
definition shall cease to be a U.S. Credit Facility solely as a result of a Foreign Subsidiary
becoming a borrower or guarantor thereunder.




          “Voting Stock” means Capital Stock in a corporation or other Person with voting power
under ordinary circumstances entitling the holders thereof to elect the Board of Directors or other
comparable governing body of such corporation or Person.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness (including
Disqualified Capital Stock) at any date, the number of years obtained by dividing (1) the sum of
the products obtained by multiplying (A) the amount of each then remaining installment, sinking
fund, serial maturity or other required scheduled payment of principal or dividends 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 (2) the
then outstanding aggregate principal amount of such Indebtedness (including Disqualified Capital
Stock).




          “Wholly Owned Restricted Subsidiary” means any Restricted Subsidiary all of the voting
power of outstanding Voting Stock (other than directors’ qualifying shares) of which is owned,
directly or indirectly, by the Company.




  SECTION 1.02. Incorporation by Reference of Trust Indenture Act.




          Whenever this Indenture refers to a provision of the TIA, the portion of such provision
required to be incorporated herein in order for this Indenture to be qualified under the TIA is
incorporated by reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:




-22-









 








          “indenture securities” means the Notes.




          “indenture securityholder” means a Holder or Noteholder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor on the indenture securities” means the Company, the Guarantors or any other
obligor on the Notes.




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




  SECTION 1.03. Rules of Construction.




          Unless the context otherwise requires:





     (1) a term has the meaning assigned to it herein, whether defined expressly or by
reference;




     (2) “or” is not exclusive;




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




     (4) words used herein implying any gender shall apply to both genders;




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




     (6) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance with GAAP as
in effect from time to time, applied on a basis consistent with the most recent audited
consolidated financial statements of the Company;




     (7) “$,” “dollars,” “U.S. Dollars” and “United States Dollars” each refer to United
States dollars, or such other money of the United States that at the time of payment is
legal tender for payment of public and private debts;




     (8) “€” and “euros” each refer to the currency introduced at the start of the third
stage of economic and monetary union pursuant to the Treaty of Rome establishing the
European Community, as amended by the Treaty on European Union, signed at Maastricht on
February 7, 1992; and




     (9) whenever in this Indenture there is mentioned, in any context, principal, interest
or any other amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Special Interest to the extent that, in such context,
Special Interest is, was or would be payable in respect thereof.



-23-









 





ARTICLE TWO




THE NOTES




  SECTION 2.01. Amount of Notes.




          The Trustee shall initially authenticate Initial Fixed Rate Notes for original issue on the
Issue Date in an aggregate principal amount of $200.0 million upon a written order of the Company
in the form of an Officers’ Certificate of the Company. The Trustee shall initially authenticate
Initial Floating Rate Notes for original issue on the Issue Date in an aggregate principal amount
of $125.0 million upon a written order of the Company in the form of an Officers’ Certificate of
the Company. The Trustee shall authenticate Additional Notes thereafter in unlimited amount (so
long as permitted by the terms of this Indenture, including, without limitation, Sections 2.19 and
4.10) for original issue upon a written order of the Company in the form of an Officers’
Certificate in aggregate principal amount as specified in such order (other than as provided in
Section 2.08). Each such written order shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated.




  SECTION 2.02. Form and Dating.




          The Fixed Rate Notes and the Trustee’s certificate of authentication with respect thereto
shall be substantially in the form set forth in Exhibit A-1 hereto. The Floating Rate
Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially
in the form set forth in Exhibit A-2 hereto. Each of Exhibit A-1 and Exhibit
A-2 are incorporated in and forms a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, rule or usage to which the Company is subject. Without
limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers
in reliance on Rule 144A (“Rule 144A Notes”) shall bear the legend and include the form of
assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in
reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form
of assignment set forth in Exhibit C, and Notes offered and sold to Institutional
Accredited Investors in transactions exempt from registration under the Securities Act not made in
reliance on Rule 144A or Regulation S (“Other Notes”) may be represented by a Restricted
Global Note or, if such an investor may not hold an interest in the Restricted Global Note, a
Physical Note, in each case, bearing the Private Placement Legend. Each Note shall be dated the
date of its authentication.




          The terms and provisions contained in the Notes shall constitute, and are expressly made, a
part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and
agree to be bound thereby.




          The Notes may be presented for registration of transfer and exchange at the offices of the
Registrar.




  SECTION 2.03. Execution and Authentication.




          Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in
each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes
for the Company by manual or facsimile signature.




-24-









 








          If an Officer whose signature is on a Note was an Officer at the time of such execution but no
longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.




          No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all
purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may
authenticate the 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 the Company and Affiliates of the Company. Each Paying
Agent is designated as an authenticating agent for purposes of this Indenture.




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




  SECTION 2.04. Registrar, Paying Agent and Calculation Agent.




          The Company shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be
presented for payment (the “Paying Agent”) and an office or agency where notices and
demands to or upon the Company, if any, in respect of the Notes and this Indenture may be served.
In addition, the Company shall appoint a Calculation Agent for purposes of the Floating Rate Notes
(the “Calculation Agent”). The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may have one or more additional Paying Agents. The term
“Paying Agent” includes any additional Paying Agent. Neither the Company nor any Affiliate thereof
may act as Paying Agent.




          The Company shall enter into an appropriate agency agreement, which shall incorporate the
provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The Company shall notify the
Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar,
Paying Agent or Calculation Agent or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with Section 7.07.




          The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and
Agent for service of notices and demands in connection with the Notes and this Indenture.




  SECTION 2.05. Paying Agent To Hold Money in Trust.




          Each Paying Agent shall hold in trust for the benefit of the Noteholders or the Trustee all
money held by the Paying Agent for the payment of principal of or premium or interest on the Notes
(whether such money has been paid to it by the Company or any other obligor on the Notes or the
Guarantors), and the Company and the Paying Agent shall notify the Trustee of any default by
the




-25-









 







Company (or any other obligor on the Notes) in making any such payment. Money held in trust by
the Paying Agent need not be segregated except as required by law and in no event shall the Paying
Agent be liable for any interest on any money received by it hereunder. The Company at any time
may require the Paying Agent to pay all money held by it to the Trustee and account for any funds
disbursed and the Trustee may at any time during the continuance of any Event of Default specified
in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to
pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon
making such payment, the Paying Agent shall have no further liability for the money delivered to
the Trustee.




  SECTION 2.06. Noteholder 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 the Noteholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least five Business Days before each
Interest Payment Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names and addresses of
the Noteholders.




  SECTION 2.07. Transfer and Exchange.




          Subject to Sections 2.16 and 2.17, when Fixed Rate Notes or Floating Rate Notes are presented
to the Registrar with a request from the Holder of such Fixed Rate Notes or Floating Rate Notes to
register a transfer or to exchange them for an equal principal amount of Fixed Rate Notes or
Floating Rate Notes of other authorized denominations, the Registrar shall register the transfer as
requested. Every Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in
writing. To permit registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee
thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall
be made to the Noteholder for any registration of transfer or exchange. The Company may require
from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental
charge that may be imposed in relation to a transfer or exchange, but this provision shall not
apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.11 or 8.05 (in which events the
Company shall be responsible for the payment of such taxes). The Registrar shall not be required
to exchange or register a transfer of any Note for a period of 15 days immediately preceding the
mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being
called for redemption except the unredeemed portion of any Note being redeemed in part.




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




          Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability
that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any
provision of this Indenture of applicable U.S. Federal or state securities law.




          Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty
to monitor the Company’s compliance with or have any responsibility with respect to the Company’s
compliance with any Federal or state securities laws.




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  SECTION 2.08. Replacement Notes.




          If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note (and the Guarantors shall execute the guarantee
thereon) if the Holder of such Note furnishes to the Company and the Trustee evidence reasonably
acceptable to them of the ownership and the destruction, loss or theft of such Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of
this Indenture are met. If required by the Trustee or the Company, an indemnity bond shall be
posted, sufficient in the judgment of both to protect the Company, the Guarantors, the Trustee or
any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Company
may charge such Holder for the Company’s reasonable out-of-pocket expenses in replacing such Note
and the Trustee may charge the Company for the Trustee’s expenses (including, without limitation,
attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute
a contractual obligation of the Company.




  SECTION 2.09. Outstanding Notes.




          The Notes outstanding at any time are all Notes that have been authenticated by the Trustee
except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the extent
set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in
Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by
the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to
Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates
holds the Note.




          If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose
hands such Note is a legal, valid and binding obligation of the Company.




          If the Paying Agent holds, in its capacity as such, on any Maturity Date, money sufficient to
pay all accrued interest and principal with respect to the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture,
then on and after that date such Notes cease to be outstanding and interest on them ceases to
accrue.




  SECTION 2.10. Treasury Notes.




          In determining whether the Holders of the required principal amount of Fixed Rate Notes or
Floating Rate Notes, as applicable, have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other change to this
Indenture, Notes owned by the Company or any other Affiliate of the Company shall be disregarded as
though they were not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent or any amendment,
modification or other change to this Indenture, only Notes as to which a Responsible Officer of the
Trustee has actually received an Officers’ Certificate stating that such Notes are so owned shall
be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded
if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with
respect to the Notes and that the pledgee is not the Company, a Guarantor, any other obligor on the
Notes or any of their respective Affiliates.




  SECTION 2.11. Temporary Notes.




          Until definitive Notes are prepared and ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of




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definitive Notes but may have variations that the Company considers appropriate for temporary
Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as definitive Notes.




  SECTION 2.12. Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall (subject to the record-retention
requirements of the Exchange Act) dispose of such canceled Notes in its customary manner. The
Company may not reissue or resell, or issue new Notes to replace, Notes that the Company has
redeemed or paid, or that have been delivered to the Trustee for cancellation.




  SECTION 2.13. Defaulted Interest.




          If the Company defaults on a payment of interest on the Notes, it shall pay the defaulted
interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in
accordance with the terms hereof, to the Persons who are Noteholders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment date. The Company shall
fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10
days before such special record date, the Company shall mail to each Noteholder a notice that
states the special record date, the payment date and the amount of defaulted interest, and interest
payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements (if applicable) of any
securities exchange on which the Notes may be listed and, upon such notice as may be required by
such exchange, if, after written notice given by the Company to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.




  SECTION 2.14. CUSIP Number.




          The Company in issuing the Notes may use one or more “CUSIP” numbers, and if so, such CUSIP
numbers shall be included in notices of redemption or exchange as a convenience to Holders;
provided, that any such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP numbers printed in the notice or on the Notes, and that reliance may be
placed only on the other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee of any such CUSIP numbers used by the Company in connection with the issuance of
the Notes and of any change in the CUSIP numbers.




  SECTION 2.15. Deposit of Moneys.




          Prior to 10:00 a.m., New York City time, on each Interest Payment Date and Maturity Date, the
Company shall have deposited with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may
be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest
Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes
shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner
and the sole Holder of the Global Notes represented thereby. The principal and interest on
Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.




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  SECTION 2.16. Book-Entry Provisions for Global Notes.




          (a) Rule 144A Notes and Other Notes shall be represented by one or more notes in registered,
global form without interest coupons (collectively, the “Restricted Global Note”).
Regulation S Notes initially shall be represented by one or more notes in registered, global form
without interest coupons (collectively, the “Regulation S Global Note,” and, together with
the Restricted Global Note and any other global notes representing Notes, the “Global
Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global
Notes initially shall (i) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of an Agent Member (or, in the case of the
Regulation S Global Notes, of Euroclear System (“Euroclear”) and (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B
with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global
Notes.




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




          (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the
Depository, its successors or their respective nominees. Interests of beneficial owners in the
Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a Global Note shall
be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company that it is
unwilling or unable to continue as depository for such Global Note and the Company thereupon fails
to appoint a successor depository or (y) has ceased to be a clearing agency registered under the
Exchange Act, (ii) the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of such Physical Notes or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Notes. In all cases, Physical Notes delivered in exchange for
any Global Note or beneficial interests therein shall be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depository (in accordance with its
customary procedures).




          (c) In connection with any transfer or exchange of a portion of the beneficial interest in any
Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more
Physical Notes are to be issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall
upon receipt of a written order from the Company authenticate and make available for delivery, one
or more Physical Notes of like tenor and amount.




          (d) In connection with the transfer of Global Notes as an entirety to beneficial owners
pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depository in writing in exchange for its beneficial
interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized
denominations.




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          (e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest in
a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by
paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Private Placement Legend or, in the case of
the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the
Company determines otherwise in compliance with applicable law.




          (f) On or prior to the 40th day after the later of the commencement of the offering of the
Notes represented by the Regulation S Global Note and the issue date of such Notes (such period
through and including such 40th day, the “Restricted Period”), a beneficial interest in a
Regulation S Global Note may be transferred to a Person who takes delivery in the form of an
interest in the corresponding Restricted Global Note only upon receipt by the Trustee of a written
certification from the transferor to the effect that such transfer is being made (i)(a) to a Person
that the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting
the requirements of Rule 144A or (b) pursuant to another exemption from the registration
requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the
availability of such exemption and (ii) in accordance with all applicable securities laws of any
state of the United States or any other jurisdiction.




          (g) Beneficial interests in the Restricted Global Note may be transferred to a Person who
takes delivery in the form of an interest in the Regulation S Global Note, whether before or after
the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance with Rule 903 or
904 of Regulation S or Rule 144 (if available) and that, if such transfer occurs prior to the
expiration of the Restricted Period, the interest transferred will be held immediately thereafter
through Euroclear.




          (h) Any beneficial interest in one of the Global Notes that is transferred to a Person who
takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be
an interest in such Global Note and become an interest in such other Global Note and, accordingly,
shall thereafter be subject to all transfer restrictions and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an interest.




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




  SECTION 2.17. Special Transfer Provisions.




          (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The
following provisions shall apply with respect to the registration of any proposed transfer of a
Note constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB or
to any Non-U.S. Person:





     (i) the Registrar shall register the transfer of any Note constituting a Restricted
Note, whether or not such Note bears the Private Placement Legend, if (x) the requested
transfer is after March 21, 2009, or such other date as such Note shall be freely
transferable under Rule 144 as
certified in an Officers’ Certificate or (y) (1) in the case of a transfer to an
Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the
proposed transferee has delivered to the Registrar a certificate substantially in the form
of Exhibit E-1 and Exhibit E-2 hereto or (2) in the case of a transfer to a
Non-U.S. Person (including a QIB), the proposed transferor has delivered to the Registrar a
certificate substantially in the form of Exhibit F-1 and Exhibit F-2 hereto;
provided that in the case of any transfer of a Note bearing the Private



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Placement Legend for
a Note not bearing the Private Placement Legend, the Registrar has received an Officers’
Certificate authorizing such transfer; and




     (ii) if the proposed transferor is an Agent Member holding a beneficial interest in a
Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by
paragraph (i) above and (y) instructions given in accordance with the Depository’s and the
Registrar’s procedures,


whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer
does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of a
Global Note in an amount equal to the principal amount of the beneficial interest in a Global Note
to be transferred, and (b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note transferred or the Company shall execute and the Trustee
shall authenticate and make available for delivery one or more Physical Notes of like tenor and
amount.




          (b) Transfers to QIBs. The following provisions shall apply with respect to the
registration or any proposed registration of transfer of a Note constituting a Restricted Note to a
QIB (excluding transfers to Non-U.S. Persons):





     (i) the Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on such Holder’s Note stating, or
has otherwise advised the Company and the Registrar in writing, that the sale has been made
in compliance with the provisions of Rule 144A to a transferee who has signed the
certification provided for on such Holder’s Note stating, has otherwise advised the Company
and the Registrar in writing, that it is purchasing the Note for its own account or an
account with respect to which it exercises sole investment discretion and that it and any
such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration provided by Rule
144A; and




     (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an interest in the
Global Note, upon receipt by the Registrar of instructions given in accordance with the
Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Global Note in an amount
equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall
cancel the Physical Notes so transferred.



          (c) Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes
that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or
replacement of
Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear
the Private Placement Legend unless (i) it has received the Officers’ Certificate required by
paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to maintain compliance with
the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received an Officers’
Certificate from the Company to such effect.




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




          The Registrar shall retain for a period of two years copies of all letters, notices and other
written communications received pursuant to Section 2.16 or this Section 2.17. The Company shall
have the right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable notice to the Registrar.




  SECTION 2.18. Computation of Interest.




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




  SECTION 2.19. Issuance of Additional Notes.




          The Company shall be entitled to issue Additional Notes under this Indenture which shall have
identical terms as the Initial Notes, other than with respect to the date of issuance, issue price
(including amount of interest deemed to have accrued since the last Interest Payment Date), and
amount of interest payable or upon a registration default as provided under a registration rights
agreement related thereto; provided that such issuance shall be made in compliance with Section
4.10. The Company will use all reasonable efforts to ensure that the Exchange Securities and any
exchange securities issued in exchange for any Additional Notes issued in a transaction exempt from
the registration requirements of the Securities Act have the same CUSIP numbers.




          With respect to any Additional Notes, the Company shall set forth in a resolution of its Board
of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of
each of which shall be delivered to the Trustee, the following information:





     (1) the aggregate principal amount of Notes outstanding immediately prior to the
issuance of such Additional Notes;




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




     (3) the issue price and the issue date of such Additional Notes (including amount of
interest deemed to have accrued since the last Interest Payment Date); and




     (4) whether such Additional Notes shall be transfer restricted securities bearing a
legend in the form of Exhibit B or Exhibit C hereto or shall be registered
securities and bear no such legend.



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ARTICLE THREE




REDEMPTION




  SECTION 3.01. Election To Redeem; Notices to Trustee.




          If the Company elects to redeem Fixed Rate Notes or Floating Rate Notes pursuant to paragraph
5 of the Fixed Rate Notes or the Floating Rate Notes, as the case may be, at least 30 days prior to
the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not
more than 65 days before the Redemption Date, the Company shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes, to be redeemed and the redemption price, and
deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the
conditions contained in paragraph 5 of the Fixed Rate Notes or the Floating Rate Notes, as the case
may be. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the
time that notice is given to Noteholders pursuant to Section 3.03.




  SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.




          In the event that less than all of a particular series of Notes is to be redeemed at any time
pursuant to an optional redemption, selection of such Notes for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities exchange, if any,
on which such Notes are listed or, if the Notes are not then listed on a national securities
exchange, on a pro rata basis, unless prohibited by stock exchange or other applicable rule or
regulation, and if pro rata redemption is so prohibited, by lot or by such method as the Trustee
shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000
or less shall be redeemed in part. For all purposes of this Indenture unless the context otherwise
requires, provisions of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption.




  SECTION 3.03. Notice of Redemption.




          At least 10 days, and no more than 60 days, before a Redemption Date, the Company shall mail,
or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be
redeemed at his or her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04 hereof.




          The notice shall identify the Notes to be redeemed (including the CUSIP numbers thereof) and
shall state:





     (1) the Redemption Date;




     (2) the redemption price and the amount of premium and accrued interest to be paid;




     (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion will be issued;




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




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



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     (6) that unless the Company defaults in making the redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;




     (7) the provision of paragraph 5 of the Fixed Rate Notes or the Floating Rate Notes, as
the case may be, pursuant to which such Notes called for redemption are being redeemed; and




     (8) the aggregate principal amount of Notes that are being redeemed.



          At the Company’s written request made at least five Business Days prior to the date on which
notice is to be given, the Trustee shall give the notice of redemption in the Company’s name and at
the Company’s sole expense.




  SECTION 3.04. Effect of Notice of Redemption.




          Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption
shall become due and payable on the Redemption Date and at the redemption price, including any
premium, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such
Notes shall be paid at the redemption price, including any premium, plus interest accrued to the
Redemption Date, provided that if the Redemption Date is after a regular record date and on or
prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the
redeemed Notes registered on the relevant record date, and provided, further, that if a Redemption
Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest
shall accrue for the period from such Redemption Date to such succeeding Business Day.




  SECTION 3.05. Deposit of Redemption Price.




          On or prior to 10:00 a.m., New York City time, on each Redemption Date, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption
price of, including premium, if any, and accrued interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which have been delivered
by the Company to the Trustee for cancellation.




          On and after any Redemption Date, if money sufficient to pay the redemption price of,
including premium, if any, and accrued interest on Notes called for redemption shall have been made
available in accordance with the preceding paragraph, the Notes called for redemption will cease to
accrue interest and the only right of the Holders of such Notes will be to receive payment of the
redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest
on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid,
interest will be paid, from the Redemption Date until such redemption payment is made, on the
unpaid principal of the Note and any interest not paid on such unpaid principal, in each case at
the rate and in the manner provided in the Notes.




  SECTION 3.06. Notes Redeemed in Part.




          Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for the
Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note
surrendered.




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ARTICLE FOUR




COVENANTS




  SECTION 4.01. Payment of Notes.




          The Company shall pay the principal of and interest (including all Special Interest as
provided in the Registration Rights Agreement) on the Notes on the dates and in the manner provided
in the Notes and this Indenture. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay such installment.




          The Company shall pay interest on overdue principal (including post-petition interest in a
proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate
specified in the Notes.




  SECTION 4.02. Maintenance of Office or Agency.




          The Company shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be 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; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and 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 2.04.




  SECTION 4.03. Legal Existence.




          Subject to Article Five hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its legal existence, and the corporate,
partnership or other existence of each Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of each Restricted
Subsidiary and 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 Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.




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  SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law




          (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times
cause all material properties used or useful in the conduct of their respective businesses to be
maintained and kept in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereto.




          (b) The Company shall maintain, and shall cause to be maintained for each of its Restricted
Subsidiaries, insurance covering such risks as are usually and customarily insured against by
corporations similarly situated, in such amounts as shall be customary for corporations similarly
situated and with such deductibles and by such methods as shall be customary and reasonably
consistent with past practice.




          (c) The Company shall, and shall cause each of its Subsidiaries to, comply with all statutes,
laws, ordinances or government rules and regulations to which they are subject, non-compliance with
which would materially adversely affect the business, prospects, earnings, properties, assets or
financial condition of the Company and its Subsidiaries taken as a whole.




  SECTION 4.05. Waiver of Stay, Extension or Usury Laws.




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




  SECTION 4.06. Compliance Certificate.




          The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year,
an Officers’ Certificate stating that a review of the activities of the Company and its
Subsidiaries during such fiscal year has been made under the supervision of the signing Officers
with a view to determining whether the Company and the Guarantors have kept, observed, performed
and fulfilled their obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Company and the Guarantors
have kept, observed, performed and fulfilled each and every covenant contained in this Indenture
and are not in default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default shall have occurred, describing all such Defaults of which he
or she may have knowledge and what action they are taking or propose to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what action the Company
and the Guarantors are taking or propose to take with respect thereto.




          The Company will deliver to the Trustee, within 15 days after the occurrence thereof, an
Officers’ Certificate detailing any Default of which it is aware, its status and what action the
Company is taking or proposes to take with respect to such Default.




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          The Company’s fiscal year currently ends on December 31. The Company will provide written
notice to the Trustee of any change in its fiscal year.




  SECTION 4.07. Taxes.




          The Company and the Guarantors shall, and shall cause each of their respective Subsidiaries
to, pay prior to delinquency all material taxes, assessments, and governmental levies except as
contested in good faith and by appropriate proceedings.




  SECTION 4.08. Repurchase at the Option of Holders upon Change of Control.




          In the event of the occurrence of a Change of Control (the date of such occurrence being the
“Change of Control Date”), the Company shall, within 30 days after the occurrence of such
Change of Control, make an offer (the “Change of Control Offer”) to all Holders to purchase
all outstanding Notes properly tendered pursuant to such offer, and within 60 days after the
occurrence of the Change of Control, all Notes properly tendered pursuant to such offer shall be
accepted for purchase (the date of such purchase, the “Change of Control Purchase Date”)
for a cash price equal to 101% of the principal amount thereof as of the Change of Control Purchase
Date, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase.




          In order to effect the Change of Control Offer, the Company shall mail a notice to each Holder
with a copy to the Trustee stating:





     (1) that a Change of Control has occurred and that such Holder has the right to require
the Company to purchase such Holder’s Notes at a purchase price (the “Change of Control
Purchase Price”) in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Special Interest, if any, to the date of purchase;




     (2) the purchase date, which shall be a Business Day no earlier than 30 days nor later
than 60 days from the date such notice is mailed;




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




     (4) the procedures determined by the Company, consistent with this Indenture, that a
Holder must follow in order to have its Notes purchased.



          Alternatively, the Company will not be required to make a Change of Control Offer as provided
above, if, in connection with or in contemplation of any Change of Control, the Company 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 Purchase Price and has purchased all Notes properly
tendered in accordance with the terms of such Alternate Offer so long as the terms and conditions
of such contemplated Change of Control are described in reasonable detail to the Holders in the
notice delivered in connection with such Alternate Offer.




          The Company will not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise
in compliance with the requirements applicable to a Change of Control Offer made by the Company or
makes an Alternate Offer and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer or Alternate Offer.




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          If the Company makes a Change of Control Offer or Alternate Offer, the Company will comply
with all applicable tender offer laws and regulations, including, to the extent applicable, Section
14(e) and Rule 14e-1 under the Exchange Act, and any other applicable federal or state securities
laws and regulations and any applicable requirements of any securities exchange on which the Notes
are listed, and any violation of the provisions of this Indenture relating to such Change of
Control Offer occurring as a result of such compliance shall not be deemed a Default or an Event of
Default.




  SECTION 4.09. Limitation on Restricted Payments.




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





     (1) declare or pay any dividend or any other distribution on any Capital Stock of the
Company or any Restricted Subsidiary or make any payment or distribution to the direct or
indirect holders (in their capacities as such) of Capital Stock of the Company or any
Restricted Subsidiary (other than any dividends, distributions and payments made to the
Company or any Restricted Subsidiary and dividends or distributions payable to any Person
solely in the form of Qualified Capital Stock of the Company or in options, warrants or
other rights to purchase Qualified Capital Stock of the Company);




     (2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the
Company, any Restricted Subsidiary or any of their Affiliates (other than any such Capital
Stock owned by the Company or any Restricted Subsidiary);




     (3) purchase, redeem, defease or retire for value, or make any principal payment on,
prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Indebtedness (other than any Subordinated Indebtedness held by the Company or
any Restricted Subsidiary); or




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


(any such payment or other action (other than any exception thereto) described in clause (1), (2),
(3) or (4) above, a “Restricted Payment”), unless at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:





     (A) no Default or Event of Default shall have occurred and be continuing at the time or
immediately after giving effect to such Restricted Payment;




     (B) immediately after giving effect to such Restricted Payment, the Company would be
able to Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under
Section 4.10; and




     (C) immediately after giving effect to such Restricted Payment, the aggregate amount of
all Restricted Payments declared or made on or after January 1, 2004 does not exceed an
amount equal to the sum of:



          (i) 50% of cumulative Consolidated Net Income determined for the period (taken
as one accounting period) from January 1, 2004 to the last day of the most recent
fiscal quarter immediately preceding the date of such Restricted Payment for which
consolidated financial information of the Company is available (or if such
cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss), plus


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          (ii) the aggregate net cash proceeds received after the Issue Date by the
Company either (x) as capital contributions to the Company or (y) from the issue and
sale (other than to a Subsidiary) of its Qualified Capital Stock (except, in each
case, to the extent such proceeds are used to purchase, redeem, retire, defease or
otherwise acquire Capital Stock or Subordinated Indebtedness as set forth in Section
4.09(b)(2) or (3) and excluding the net proceeds from any issuance and sale of
Qualified Capital Stock financed, directly or indirectly, using funds borrowed from
the Company or any Subsidiary until and to the extent such borrowing is repaid, plus




          (iii) the principal amount (or accreted amount, determined in accordance with
GAAP, if less) of any Indebtedness of the Company or any Restricted Subsidiary
Incurred on or after November 15, 2006 which is converted into or exchanged for
Qualified Capital Stock of the Company after the Issue Date, plus




          (iv) in the case of the disposition or repayment of any Investment or the
release of a guarantee constituting a Restricted Payment made after the Issue Date,
an amount (to the extent not included in the computation of Consolidated Net Income)
equal to the lesser of (x) the return of capital with respect to such Investment and
(y) the amount of such Investment which was treated as a Restricted Payment, in
either case, less the cost of the disposition of such Investment and net of taxes,
and, in the case of guarantees, less any amounts paid under such guarantee, plus




          (v) so long as the Designation thereof was treated as a Restricted Payment made
after the Issue Date, with respect to any Unrestricted Subsidiary that has been
redesignated as a Restricted Subsidiary after the Issue Date in accordance with
Section 4.14, the Company’s proportionate interest in an amount equal to the excess
of (x) the Total Assets of such Subsidiary, valued on an aggregate basis at Fair
Market Value, over (y) the total liabilities of such Subsidiary, determined in
accordance with GAAP (and provided that such amount shall not in any case exceed the
Designation Amount with respect to such Restricted Subsidiary upon its Designation).




          (b) The foregoing provisions will not prevent:





     (1) the payment of any dividend or distribution on, or redemption of, Capital Stock
within 60 days after the date of declaration of such dividend or distribution or the giving
of formal notice of such redemption, if at the date of such declaration or giving of such
formal notice such payment or redemption would comply with the provisions of this Indenture;




     (2) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent issue and sale (other than to a Subsidiary) of,
other Capital Stock; provided, however, that any such net cash proceeds and the value of any
Qualified Capital Stock issued in any such exchange are excluded from Section 4.09(a)(C)(ii)
above (and were not included therein at any time);




     (3) the purchase, redemption, retirement, defeasance or other acquisition of
Subordinated Indebtedness, or any other payment thereon, made in exchange for, or out of the
net cash proceeds of, a substantially concurrent issue and sale (other than to a Subsidiary)
of Disqualified Capital Stock of the Company or other Subordinated Indebtedness having no
stated maturity for the payment of any portion of principal thereof prior to the final
stated maturity of the Subordinated Indebtedness being purchased, redeemed, retired,
defeased or otherwise acquired and having a Weighted Average Life to Maturity equal to or
greater than the Weighted



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Average Life to Maturity of the Subordinated Indebtedness being
purchased, redeemed, retired, defeased or otherwise acquired;




     (4) additional Restricted Payments not to exceed $50.0 million in the aggregate since
the Issue Date;




     (5) the repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary held by any director, officer or
employee of the Company or any Subsidiary; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $10.0 million
in any twelve-month period;




     (6) repurchases of Capital Stock of the Company deemed to occur upon the exercise of
stock options if such Capital Stock represents a portion of the exercise price thereof, and
repurchases of Capital Stock of the Company deemed to occur upon the withholding of a
portion of the Capital Stock issued, granted or awarded to any director, officer or employee
of the Company to pay for the taxes payable by such director, officer or employee upon such
issuance, grant or award in order to satisfy, in whole or in part, withholding tax
requirements in connection with the exercise of such options, in accordance with the
provisions of an option or rights plan or program of the Company;




     (7) the repurchase of any Subordinated Indebtedness at a purchase price not greater
than 101% or 100% of the principal amount of such Subordinated Indebtedness in connection
with a change of control offer pursuant to a provision similar to the requirements set forth
in Section 4.08, or an asset sale offer pursuant to a provision similar to the requirement
set forth in Section 4.11, respectively; provided that prior to any such repurchase the
Company has made the Change of Control Offer or the Net Proceeds Offer, as applicable,
required by the terms of this Indenture and repurchased all Notes validly tendered for
repayment in connection with such Change of Control Offer or Net Proceeds Offer, as
applicable; and




     (8) Restricted Payments not to exceed $1.0 million at any one time in the aggregate
since the Issue Date for the redemption of the Company’s 5.75% Series A redeemable
convertible preferred stock issued and outstanding on the Issue Date.


provided, however, that in the case of each of clauses (2), (3), (4), (5) and (6), no Default or
Event of Default shall have occurred and be continuing or would arise therefrom.




          In determining the amount of Restricted Payments permissible under Section 4.09(a)(C), amounts
expended pursuant to clause (1) of Section 4.09(b) shall be included as Restricted Payments and
amounts expended pursuant to clauses (2), (3), (4), (5), (6), (7) and (8) of Section 4.09(b)
shall be excluded. The amount of any non-cash Restricted Payment shall be deemed to be equal to
the Fair Market Value thereof at the date of the making of such Restricted Payment.




  SECTION 4.10. Limitation on Indebtedness and Issuance of Disqualified Capital Stock.




          (a) The Company shall not, directly or indirectly, Incur any Indebtedness (including any
Acquired Indebtedness) or issue any Disqualified Capital Stock, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness (including any Acquired
Indebtedness) or issue any Preferred Capital Stock, except in each case for Permitted Indebtedness;
provided, however, that the Company and any Guarantor may Incur Indebtedness, and the Company may
issue Disqualified Capital Stock, if, in any such case, at the time of and immediately after giving
pro




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forma effect to such Incurrence of Indebtedness or issuance of Disqualified Capital Stock and
the application of the proceeds therefrom, no Default or Event of Default shall have occurred and
be continuing and the Consolidated Coverage Ratio of the Company would be greater than 2.0 to 1.0.




          (b) The limitations set forth in Section 4.10(a) will not apply to the Incurrence or issuance
of any of the following (collectively, “Permitted Indebtedness”), each of which shall be
given independent effect:





     (1) Indebtedness under the Notes and the Guarantees issued on the Issue Date, and the
related Exchange Securities and Guarantees thereof to be issued pursuant to the Registration
Rights Agreement;




     (2) Existing Indebtedness (other than under Credit Facilities);




     (3) Indebtedness of the Company and the Restricted Subsidiaries under one or more
Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed
the greater of (x) $400.0 million, less the amount of any repayments of term loans under
Credit Facilities since the Issue Date and the amount of constant reductions under any
revolving Credit Facility under a Credit Facility since the Issue Date, in each case as a
result of the application of Net Cash Proceeds of an Asset Sale, and (y) the sum of (i) 85%
of the book value of accounts receivable of the Company and the Restricted Subsidiaries,
determined in accordance with GAAP, (ii) 60% of the book value of inventory of the Company
and the Restricted Subsidiaries, determined in accordance with GAAP, and (iii) $40.0
million; provided that in no event shall the aggregate principal amount at any one time
outstanding under Foreign Credit Facilities under this clause (3) exceed €300.0 million;




     (4) Indebtedness of any Restricted Subsidiary owed to and held by the Company or any
other Restricted Subsidiary and Indebtedness of the Company owed to and held by any
Restricted Subsidiary or Disqualified Capital Stock of the Company or any Restricted
Subsidiary held by the Company or any Restricted Subsidiary; provided, however, that an
Incurrence of Indebtedness and issuance of Disqualified Capital Stock that is not permitted
by this clause (4) shall be deemed to have occurred upon (x) any sale or other disposition
of any Indebtedness or Disqualified Capital Stock of the Company or any Restricted
Subsidiary referred to in this clause (4) to a Person other than the Company or any
Restricted Subsidiary, and (y) the designation of a Restricted Subsidiary which holds
Indebtedness or Disqualified Capital Stock of the Company or any other Restricted Subsidiary
as an Unrestricted Subsidiary;




     (5) guarantees by the Company or any Guarantor of Indebtedness permitted to be Incurred
under this Section 4.10;




     (6) Hedging Obligations of the Company and the Restricted Subsidiaries; provided,
however, that such Hedging Obligations are entered into in the ordinary course of business
for genuine business purposes and not for speculative purposes;




     (7) Indebtedness of the Company or any Restricted Subsidiary consisting of Purchase
Money Indebtedness and Capital Lease Obligations, and refinancings thereof, in an aggregate
principal amount which, when aggregated with the principal amount of all other Indebtedness
then outstanding and Incurred pursuant to this clause (7) (including any Indebtedness
incurred in a refinancing of Indebtedness Incurred pursuant to this clause (7)), does not
exceed 5.0% of Consolidated Tangible Assets at the time of such Incurrence;



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     (8) Indebtedness of the Company or any Restricted Subsidiary consisting of indemnities
or obligations in respect of purchase price adjustments in connection with the acquisition
or disposition of assets, including, without limitation, Capital Stock; provided that the
maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the
gross proceeds actually received by the Company and the Restricted Subsidiaries in
connection with such disposition;




     (9) Acquired Indebtedness of any Restricted Subsidiary that is not a Guarantor, other
than Indebtedness Incurred in connection with, or in contemplation of, such transaction;
provided, however, that at the time of acquisition of such Restricted Subsidiary, the
Company on a pro forma basis could Incur $1.00 of additional Indebtedness pursuant to
Section 4.10(a);




     (10) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness in
connection with letters of credit (including, without limitation, letters of credit in
respect of workers’ compensation claims or self-insurance) with respect to reimbursement
type obligations, regarding workers’ compensation claims, escrow agreements, bankers’
acceptances and surety and performance bonds (in each case to the extent that such
Incurrence does not result in the Incurrence of any obligation to repay any obligation
relating to borrowed money), all in the ordinary course of business;




     (11) Indebtedness or Disqualified Capital Stock of the Company or a Restricted
Subsidiary to the extent representing a replacement, renewal, refinancing or extension
(collectively, a “refinancing”) of outstanding Indebtedness Incurred or Disqualified Capital
Stock issued in compliance with the proviso of Section 4.10(a) or any of clause (1), (2),
(9), (12) or (13) of this Section 4.10(b); provided, however, that:




     (A) any such refinancing shall not exceed the sum of the principal amount (or
accreted amount (determined in accordance with GAAP), if less) or liquidation
preference, as applicable, of the Indebtedness or Disqualified Capital Stock being
refinanced, plus the amount of accrued interest or dividends thereon, plus the
amount of any reasonably determined prepayment premium necessary to accomplish and
actually paid in connection with such refinancing and reasonable fees and expenses
incurred in connection therewith,




     (B) the refinancing Indebtedness or Disqualified Capital Stock shall have a
final maturity not earlier than, and a Weighted Average Life to Maturity not less
than the
Weighted Average Life to Maturity of, the Indebtedness or Disqualified Capital
Stock, as applicable, being refinanced;




     (C) Subordinated Indebtedness may be refinanced only with Subordinated
Indebtedness or Disqualified Capital Stock, and Disqualified Capital Stock may be
refinanced only with other Disqualified Capital Stock; and




     (D) refinancing Indebtedness Incurred by a Restricted Subsidiary that is not a
Guarantor may be used to refinance Indebtedness only of a Restricted Subsidiary that
is not a Guarantor; and




     (12) Indebtedness Incurred by a Foreign Subsidiary having an aggregate principal amount
not to exceed €100.0 million at any time outstanding; provided that after giving affect
to any such Incurrence the Consolidated Coverage Ratio would be greater than 2.0 to 1.0
(including



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any Indebtedness Incurred in a refinancing of any Indebtedness Incurred pursuant
to this clause (12)); and




     (13) in addition to the items referred to in clauses (1) through (12) above,
Indebtedness of the Company or any Restricted Subsidiary (including any Indebtedness under
any Credit Facility that utilizes this clause (13)) having an aggregate principal amount not
to exceed $50.0 million at any time outstanding (including any Indebtedness Incurred in a
refinancing of any Indebtedness Incurred pursuant to this clause (13)).



          (c) For purposes of determining compliance with this Section 4.10, in the event that an item
of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (1) through (13) above or is entitled to be Incurred pursuant to Section
4.10(a), the Company may, in its sole discretion, classify (or later reclassify) such item of
Indebtedness in any manner that results in compliance with this Section 4.10; provided that
Indebtedness outstanding under Credit Facilities on the Issue Date will be deemed to have been
Incurred under Section 4.10(b)(3). Any increase in the U.S. dollar equivalent of outstanding
Indebtedness of the Company or any of the Restricted Subsidiaries denominated in a currency other
than U.S. dollars resulting from fluctuations in the exchange values of currencies will not be
considered to be an Incurrence of Indebtedness for purposes of this Section 4.10; provided that the
amount of Indebtedness outstanding at any time will be the U.S. dollar equivalent of such
Indebtedness outstanding at such time.




          (d) None of the Company or any Guarantor shall, directly or indirectly, Incur any Indebtedness
that by its terms (or by the terms of any agreement governing such Indebtedness) would be expressly
subordinate or junior in right of payment in any respect to any other Indebtedness unless such
Indebtedness is also by its terms (or by terms of any agreement governing such Indebtedness)
subordinate or junior in right of payment to the Notes or the Guarantees, as applicable, at least
to the same extent such Indebtedness is subordinated or junior in right of payment to such other
Indebtedness. No Indebtedness will be considered to be junior in right of payment to any other
Indebtedness by virtue of being unsecured or by virtue of being secured by a Junior Lien.
Notwithstanding the foregoing, subject to the limitations of the Indenture, including but not
limited to the limitations set forth above in this covenant, the Company or any Guarantor may,
directly or indirectly, Incur any Indebtedness that is pari passu with the Notes and the Guarantees
issued under the Indenture, if such pari passu Indebtedness by its terms (or by the terms of the
agreement governing such pari passu Indebtedness) is (x) senior in right of payment to any
Indebtedness of the Company that is expressly subordinated to the Notes and (y) senior in right of
payment to any Indebtedness of each Guarantor pursuant to the Indenture that is expressly
subordinated to the Guarantee under the Indenture of such Guarantor.




  SECTION 4.11. Limitation on Sales of Assets.




          (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, make any Asset Sale, unless:





     (1) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market Value of the
assets sold or otherwise disposed of, and




     (2) at least 75% of such consideration received by the Company or such Restricted
Subsidiary consists of (A) cash or Cash Equivalents, (B) assets (other than securities) to
be used in a Related Business, (C) the Capital Stock of any Person engaged in a Related
Business that is, or as a result of or in connection with the acquisition of such Capital
Stock by the Company or



-43-









 







such Restricted Subsidiary becomes, a Restricted Subsidiary or (D) a
combination of cash, Cash Equivalents, such assets and such Capital Stock.



          (b) The amount of any (1) Indebtedness (other than any Subordinated Indebtedness) of the
Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale
and from which the Company and the Restricted Subsidiaries are fully and unconditionally released
shall be deemed to be cash for purposes of determining the percentage of the consideration received
by the Company or the Restricted Subsidiaries in cash or Cash Equivalents and (2) notes or other
obligations received by the Company or the Restricted Subsidiaries from such transferee that are
converted, sold or exchanged within 90 days of the related Asset Sale by the Company or the
Restricted Subsidiaries into cash or Cash Equivalents shall be deemed to be cash, in an amount
equal to the net cash proceeds or the Fair Market Value of the Cash Equivalents realized upon such
conversion, sale or exchange for purposes of determining the percentage of the consideration
received by the Company or the Restricted Subsidiaries in cash or Cash Equivalents.




          (c) If at any time any non-cash consideration received by the Company or any Restricted
Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or
otherwise disposed of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of
this Section 4.11.




          (d) The Company or such Restricted Subsidiary, as the case may be, may apply an amount equal
to the Net Cash Proceeds of any Asset Sale within 360 days of receipt thereof to:





     (1) repay secured Indebtedness outstanding under any Credit Facility or any other
secured Indebtedness of the Company or any Restricted Subsidiary (and to cause a
corresponding reduction in commitments if such repaid Indebtedness was outstanding under the
revolving portion of a Credit Facility); or




     (2) make an investment in or expenditures for assets (other than securities) to be used
in a Related Business or acquire the Capital Stock of any Person engaged in a Related
Business that is, or as a result of or in connection with such Investment becomes, a
Restricted Subsidiary.


Pending the final application of any such Net Cash Proceeds, the Company or such Restricted
Subsidiary may temporarily reduce revolving credit borrowings to the extent not prohibited by the
terms of this Indenture.




          (e) To the extent all or part of the Net Cash Proceeds of any Asset Sale are not applied or
committed within 360 days of such Asset Sale as described in Section 4.11(d) (1) or (2) (the
“Net Proceeds Trigger Date” and such Net Cash Proceeds, the “Unutilized Net Cash
Proceeds”), the Company shall, within 20 days after such 360th day, make an offer to purchase
(a “Net Proceeds Offer”) all outstanding Notes and other Indebtedness that is not, by its
terms, expressly subordinated in right of payment to the Notes and the terms of which require an
offer to purchase such other Indebtedness to be made with the proceeds from the sale of assets
(“Pari Passu Debt”) on a pro rata basis up to an aggregate maximum principal amount of
Notes and such Pari Passu Debt equal to such Unutilized Net Cash Proceeds, at a purchase price in
cash equal, in the case of the Notes, to 100% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the purchase date thereof and, in the case of such other
Indebtedness, the purchase price specified by the terms thereof; provided, however, that the Net
Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or
in




-44-









 







excess of $50.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds,
and not just the amount in excess of $50.0 million, shall be applied as required pursuant to this
Section 4.11(e).




          The Company shall mail a notice of a Net Proceeds Offer by first-class mail, postage prepaid,
to the record Holders as shown on the register of Holders within 20 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, containing all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the
following terms:





     (1) that the Net Proceeds Offer is being made pursuant to this Section 4.11, that all
Notes tendered will be accepted for payment; provided, however, that if the aggregate
principal amount of Notes and Pari Passu Debt tendered in a Net Proceeds Offer plus accrued
interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds
Offer, the Company shall select on a pro rata basis, the Notes and Pari Passu Debt to be
purchased (with such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $2,000, as applicable, or multiples in excess thereof shall be
purchased) and that the Net Proceeds Offer shall remain open for a period of 20 Business
Days or such longer periods as may be required by law;




     (2) the offer price (including the amount of accrued interest) and the Net Proceeds
Offer date of payment (“Net Proceeds Offer Payment Date”) (which shall be not less
than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date and
which shall be at least five Business Days after the Trustee receives notice thereof from
the Company);




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in making payment therefor, any Note accepted for
payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net
Proceeds Offer Payment Date;




     (5) that Holders electing to have a Note purchased pursuant to a Net Proceeds Offer
will be required to surrender such Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified
in the notice prior to the close of business on the Business Day prior to the Net Proceeds
Offer Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the second Business Day prior to the Net Proceeds Offer Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of the Notes such Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; and




     (7) that Holders whose Notes are purchased only in part will be issued new Notes in a
principal amount equal to the unpurchased portion of the Note surrendered; provided,
however, that each Note purchased and each new Note issued shall be in an original principal
amount of $2,000 or integral multiples of $1,000 in excess thereof.



          On or before the Net Proceeds Offer Payment Date, the Company shall (a) accept for payment
Notes or portions thereof (in integral multiples of $2,000 and $1,000 in excess thereof) validly
tendered pursuant to the Net Proceeds Offer, (b) deposit with the Paying Agent, in accordance with
Section 2.15, U.S. Dollars sufficient to pay the purchase price plus accrued and unpaid interest,
if any, of




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all Notes to be purchased and (c) deliver to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Company.
Upon receipt by the Paying Agent of the monies specified in clause (b) above and a copy of the
Officers’ Certificate specified in clause (c) above, the Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and
unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the
preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes
equal in principal amount to any unpurchased portion of the Notes surrendered. Upon the payment of
the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes
purchased to the Company for cancellation. Any monies remaining after the purchase of Notes
pursuant to a Net Proceeds Offer shall be returned within three Business Days by the Trustee to the
Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven.
For purposes of this Section 4.11, the Trustee shall act as the Paying Agent.




          (f) With respect to any Net Proceeds Offer effected pursuant to this Section 4.11, among the
Notes and the Pari Passu Debt that is subject to provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem such Pari Passu Debt with the proceeds from
the sale of assets, to the extent the aggregate principal amount of Notes and such Pari Passu Debt
tendered pursuant to such Net Proceeds Offer exceeds the Unutilized Net Cash Proceeds to be applied
to the repurchase thereof, such Notes and such Pari Passu Debt shall be purchased pro rata based on
the aggregate principal amount of such Notes and such Pari Passu Debt tendered by each holder
thereof. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Notes and
Pari Passu Debt tendered by the holders thereof pursuant to such Net Proceeds Offer (such excess
constituting an “Excess”), the Company may retain and utilize such Excess for any general
corporate purposes. Upon the completion of a Net Proceeds Offer, the amount of Unutilized Net Cash
Proceeds shall be reset to zero.




          (g) If the Company makes a Net Proceeds Offer, the Company will comply with all applicable
tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule
14e-1 under the Exchange Act, and any other applicable federal or state securities laws and
regulations and any applicable requirements of any securities exchange on which the Notes are
listed, and any violation of the provisions of this Section 4.11 relating to such Net Proceeds
Offer occurring as a result of such compliance shall not be deemed a Default or an Event of
Default.




  SECTION 4.12. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.




          The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or
make any
other distributions to the Company or any other Restricted Subsidiary on its Capital Stock or
with respect to any other interest or participation in, or measured by, its profits, or pay any
Indebtedness owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to,
or guarantee any Indebtedness or other obligations of, the Company or any other Restricted
Subsidiary or (3) sell or transfer any of its assets to the Company or any other Restricted
Subsidiary, except for such encumbrances or restrictions existing under or by reason of:





     (A) the U.S. Credit Agreement, or any other agreement of the Company or any of the
Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the
Issue Date, and any amendments, restatements, renewals, replacements or refinancings
thereof, and any other Credit Facility; provided, however, that any such amendment,
restatement, renewal, replacement or refinancing or other such Credit Facility is no more
restrictive in the aggregate in any material respect with respect to such encumbrances or
restrictions than those contained in the agreement



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being amended, restated, renewed,
replaced or refinanced or the U.S. Credit Agreement in effect on the Issue Date, as the case
may be;




     (B) any applicable law or any rule, regulation or order of any governmental authority;




     (C) any instrument of an Acquired Person acquired by the Company or any Restricted
Subsidiary after the Issue Date as in effect at the time of such acquisition and not entered
into by such Acquired Person in connection with, as a result of or in contemplation of such
acquisition; provided, however, that such encumbrances and restrictions are not applicable
to the Company or any Restricted Subsidiary or the assets of the Company or any Restricted
Subsidiary other than the Acquired Person or the assets of the Acquired Person;




     (D) customary non-assignment provisions in leases, licenses or contracts;




     (E) Purchase Money Indebtedness and Capital Lease Obligations for assets acquired in
the ordinary course of business that impose encumbrances and restrictions only on the assets
so acquired;




     (F) any agreement for the sale or disposition of the Capital Stock or assets of any
Restricted Subsidiary; provided, however, that such encumbrances and restrictions described
in this clause (6) are applicable only to such Restricted Subsidiary or assets, as
applicable, and any such sale or disposition is made in compliance with Section 4.11, to the
extent applicable thereto;




     (G) refinancing Indebtedness permitted under Section 4.10(b)(11); provided, however,
that such encumbrances and restrictions contained in the agreements governing such
Indebtedness are no more restrictive in the aggregate in any material respect than those
contained in the agreements governing the Indebtedness being refinanced immediately prior to
such refinancing;




     (H) this Indenture the Notes, the Guarantees and the Exchange Securities and Guarantees
thereof;




     (I) any instrument governing Acquired Indebtedness, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the
Person or the properties or assets of the Person so acquired;




     (J) restrictions on the transfer of assets subject to any Lien permitted under this
Indenture imposed by the holder of such Lien;




     (K) customary restrictions imposed by the terms of shareholders’, partnership or joint
venture agreements entered into in the ordinary course of business; provided, however, that
such restrictions do not apply to any Restricted Subsidiary other than the applicable
company, partnership or joint venture;




     (L) restrictions on cash or other deposits imposed by customers under contracts entered
into in the ordinary course of business; and




     (M) Indebtedness of Foreign Subsidiaries permitted to be Incurred under Section 4.10;
provided that any such encumbrances or restrictions are ordinary and customary with respect
to the type of Indebtedness being Incurred under the relevant circumstances.



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  SECTION 4.13. Limitation on Transactions with Affiliates.




          The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or
indirectly, conduct any business or enter into, renew, amend or conduct any transaction or series
of related transactions (including the purchase, sale, lease or exchange of any assets or the
rendering of any service) with or for the benefit of any of their respective Affiliates (each, an
“Affiliate Transaction”), unless:





     (1) such Affiliate Transaction, taken as a whole, is on terms which are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than would be
available in a comparable transaction on an arm’s-length basis with an unaffiliated third
party;




     (2) if such Affiliate Transaction or series of related Affiliate Transactions involves
aggregate payments or other consideration having a Fair Market Value in excess of $10.0
million, such Affiliate Transaction is in writing and a majority of the disinterested
members of the Board of Directors of the Company shall have approved such Affiliate
Transaction and determined that such Affiliate Transaction complies with the foregoing
provisions, or, in the event that there are no disinterested directors, the Trustee has
received a written opinion from an Independent Financial Advisor stating that the terms of
such Affiliate Transaction are fair, from a financial point of view, to the Company or the
Restricted Subsidiary involved in such Affiliate Transaction, as the case may be; and




     (3) if such Affiliate Transaction or series of related Affiliate Transactions involves
aggregate payments or other consideration having a Fair Market Value in excess of $20.0
million, such Affiliate Transaction is in writing and the Trustee has received a written
opinion from an Independent Financial Advisor stating that the terms of such Affiliate
Transaction are fair, from a financial point of view, to the Company or the Restricted
Subsidiary involved in such Affiliate Transaction, as the case may be.


Notwithstanding the foregoing, the restrictions set forth in this Section 4.13 shall not apply to:





     (A) transactions with or among the Company and any Restricted Subsidiary or between or
among Restricted Subsidiaries (so long as no Person (other than a Restricted Subsidiary)
that is an Affiliate of the Company has any direct or indirect interest in such Restricted
Subsidiary);




     (B) any Restricted Payment permitted to be made pursuant to Section 4.09;




     (C) any reasonable and customary issuance of securities, or other payments, awards or
grants in cash, securities or otherwise, pursuant to employment arrangements, or any stock
options and stock ownership plans for the benefit of employees, officers and directors,
consultants and advisors approved by the Board of Directors of the Company;




     (D) the payment of customary directors’ fees, indemnification and similar arrangements,
consulting fees, employee salaries, bonuses or employment agreements, compensation or
employee benefit arrangements and incentive arrangements with any officer, director or
employee of the Company or any Restricted Subsidiary entered into in the ordinary course of
business (including customary benefits thereunder) and payments under any indemnification
arrangements permitted by applicable law;



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     (E) any transactions undertaken pursuant to any contractual obligations in existence on
the Issue Date, as such obligations are in effect on the Issue Date or as thereafter
amended, restated or amended and restated in any manner not materially adverse to the
Holders of Notes;




     (F) transactions with distributors, suppliers or other purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with Section 4.09;




     (G) the issue and sale by the Company of its Qualified Capital Stock;




     (H) any transaction with an Affiliate where the only consideration paid by the Company
or any Restricted Subsidiary is Qualified Capital Stock;




     (I) the pledge of Capital Stock of Unrestricted Subsidiaries to support the
Indebtedness thereof;




     (J) customary shareholders’ and registration rights agreements among the Company or any
Subsidiary thereof and the shareholders thereof; and




     (K) commercial transactions entered into in the ordinary course of business with any
joint venture to which the Company or any Restricted Subsidiary is a party (so long as no
Person (other than a Restricted Subsidiary) that is an Affiliate of the Company has any
direct or indirect interest in such joint venture).



           SECTION 4.14. Limitation on Designations of Unrestricted Subsidiaries.




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





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




     (2) at the time of and after giving effect to such Designation, the Company could Incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10;




     (3) the Company would be permitted to make an Investment at the time of Designation in
an amount of the Designation Amount; and




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



          Neither the Company nor any Restricted Subsidiary shall at any time (A) provide credit support
for, subject any of its assets (other than the Capital Stock of any Unrestricted Subsidiary) to the
satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), (B) be directly or indirectly
liable for any Indebtedness of any Unrestricted Subsidiary or (C) be directly or indirectly liable
for any Indebtedness





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which provides that the holder thereof may (upon notice, lapse of time or
both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to
its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of
any Unrestricted Subsidiary, except for any guarantee given solely to support the pledge by the
Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary, which
guarantee is not recourse to the Company or any Restricted Subsidiary. All Subsidiaries of
Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries.




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





     (1) no Default or Event of Default shall have occurred and be continuing or shall
result after giving effect to such Revocation;




     (2) at the time of and after giving effect to such Revocation, the Company could Incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; and




     (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such
Revocation would be permitted to be outstanding under Section 4.15.



          All Designations and Revocations must be evidenced by filing by the Company with the Trustee
of Board Resolutions and an Officers’ Certificate certifying compliance with the foregoing
provisions.




 
SECTION 4.15. Limitation on Liens. The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist any Liens (other than
Permitted Liens) against or upon any of their respective assets now owned or hereafter acquired, or
any proceeds therefrom or any income or profits therefrom, in each case to secure any Indebtedness
unless contemporaneously therewith:





     (1) in the case of any Lien securing an obligation that ranks pari passu with the Notes
or a Guarantee, effective provision is made to secure the Notes or such 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




     (2) in the case of any Lien securing an obligation that is subordinated in right of
payment to the Notes or a Guarantee, effective provision is made to secure the Notes or such
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 obligation is secured by such Lien.




  SECTION 4.16.  Limitations Sale/Leaseback Transactions.




          The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or
indirectly, enter into any Sale/Leaseback Transaction with respect to any assets unless:





     (1) the Company or such Restricted Subsidiary could have Incurred Indebtedness in the
amount of the Attributable Indebtedness with respect to such Sale/Leaseback Transaction
pursuant to Section 4.10;



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     (2) the Company or such Restricted Subsidiary could have incurred a Lien on such assets
securing such Attributable Indebtedness with respect to such Sale/Leaseback Transaction
without equally and ratably securing the Notes or the Guarantees pursuant to Section 4.15;




     (3) the net proceeds received by the Company or any Restricted Subsidiary in connection
with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of the
related assets; and




     (4) the Company applies the proceeds of such transaction in compliance with Section
4.11.



  SECTION 4.17. Subsidiary Guarantees.




          If any Restricted Subsidiary (including any Restricted Subsidiary formed or acquired after the
Issue Date) shall (within 10 Business Days) become a borrower or guarantor under any U.S. Credit
Facility, then such Restricted Subsidiary shall (i) execute and deliver to the Trustee a
supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to
which such Restricted Subsidiary shall unconditionally Guarantee all of the Company’s obligations
under any outstanding Notes and this Indenture on the terms set forth in Article Ten and (ii)
deliver to the Trustee an Opinion of Counsel that such supplemental indentures have been duly
authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid,
binding and enforceable obligations of such Subsidiary.




  SECTION 4.18. Provision of Financial Information.




          Whether or not required by the SEC, so long as any Notes are outstanding, the Company will
file with the SEC and furnish to Holders of the Notes or cause the Trustee to furnish to the
Holders of the Notes within the time periods specified in the SEC’s rules and regulations for
reporting companies under Section 13 or 15(d) of the Exchange Act:





     (1) all annual and quarterly financial information required to be contained in a filing
with the SEC on Forms 10 K and 10 Q, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, with respect to the annual information
only, a report on the annual financial statements by the Company’s independent public
accountants; and




     (2) all current reports required to be filed with the SEC on Form 8 K.



          Notwithstanding the foregoing, if the information and reports referred to in this Section 4.18
are filed with the SEC for public availability, the Company shall be deemed to have furnished to
the Holders of the Notes such information and reports on the date that the Company files such
information and reports with the SEC. If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information required by this
Section 4.18 shall include or be accompanied by a reasonably detailed presentation of the financial
condition and results of operations of the Company and the Restricted Subsidiaries separate from
the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.




          In addition, whether or not required by the SEC, the Company shall file a copy of all of the
information and reports referred to in this Section 4.18 with the SEC for public availability
(unless the SEC will not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. The Company shall also furnish to Holders,
securities analysts and





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prospective investors upon request the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely
transferable under the Securities Act. The Company shall also comply with the other provisions of
Section 314(a) of the Trust Indenture Act of 1939.




ARTICLE FIVE




SUCCESSOR CORPORATION




  SECTION 5.01. Merger, Consolidation and Sale of Assets.




          (a) The Company may not consolidate with or merge with or into (whether or not the Company is
the Surviving Person) any other entity and the Company shall not, and shall not cause or permit any
Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of the Company’s and the Restricted Subsidiaries’ assets (determined on a
consolidated basis for the Company and the Restricted Subsidiaries) to any Person in a single
transaction or series of related transactions, unless:





     (1) either (A) the Company shall be the Surviving Person or (B) the Surviving Person
(if other than the Company) shall be a corporation organized and validly existing under the
laws of the United States of America or any State thereof or the District of Columbia, and
shall, in any such case, expressly assume by a supplemental indenture, the due and punctual
payment of the principal of, premium, if any, and interest on all the Notes and the
performance and observance of every covenant of this Indenture and the Registration Rights
Agreement to be performed or observed on the part of the Company;




     (2) immediately thereafter, on a pro forma basis after giving effect to such
transaction (and treating any Indebtedness not previously an obligation of the Company or
any Restricted Subsidiary in connection with or as a result of such transaction as having
been Incurred at the time of such transaction), no Default or Event of Default shall have
occurred and be continuing; and




     (3) immediately after giving effect to any such transaction including the Incurrence by
the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness
(and treating any Indebtedness not previously an obligation of the Company or any Restricted
Subsidiary in connection with or as a result of such transaction as having been Incurred at
the time of such transaction), the Surviving Person could Incur, on a pro forma basis after
giving effect to such transaction, at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under Section 4.10.



          Notwithstanding Section 5.01(a)(3), any Restricted Subsidiary may consolidate with, merge into
or transfer all or part of its assets to the Company or another Restricted Subsidiary.




          For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all the assets of one or more
Restricted Subsidiaries the Capital Stock of which constitute all or substantially all the assets
of the Company shall be deemed to be the transfer of all or substantially all the assets of the
Company.





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          (b) A Guarantor may not sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the Surviving Person), another Person unless:





     (1) immediately after giving effect to that transaction, no Default or Event of Default
exists; and




     (2) either:




     (A) in the case of a sale, conveyance, assignment, transfer, lease or other
disposition of all or substantially all of such Guarantor’s assets, the Net Cash
Proceeds of such sale or other disposition are applied in accordance with Section
4.11; or




     (B) in the case of a consolidation with or merger into another Person, either
(i) such Guarantor shall be the Surviving Person or (ii) the Surviving Person (if
other than such Guarantor) shall be a corporation, partnership, company or trust
organized and validly existing under the laws of the United States of America or any
State thereof or the District of Columbia, and shall, in any such case, expressly
assume by a supplemental indenture reasonably satisfactory to the Trustee all
obligations of such Guarantor under its Guarantee and the performance and observance
of every covenant of this Indenture and the Registration Rights Agreement to be
performed or observed on the part of such Guarantor.



          (c) In connection with any consolidation, merger, transfer, lease or other disposition
contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements under this Indenture. In
addition, each Guarantor, in the case of a transaction described in Section 5.01(a), unless it is
the other party to the transaction or unless its Guarantee will be released and discharged in
accordance with its terms as a result of the transaction, will be required to confirm, by
supplemental indenture, that its Guarantee will continue to apply to the obligations of the Company
or the Surviving Person under this Indenture.




  SECTION 5.02. Successor Person Substituted.




          Upon any consolidation or merger of the Company or any Guarantor or any transfer of all or
substantially all of the assets of the Company in accordance with the foregoing in which the
Company or a Guarantor is not the Surviving Person, the Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture, the
Notes and the Registration Rights Agreement or such Guarantor under this Indenture, the Guarantee
of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect
as if such successor corporation had been named as the Company or such Guarantor, as the case may
be, therein; and thereafter except in the case of a lease, the Company shall be discharged from all
obligations and covenants under this Indenture, the Notes and the Registration Rights Agreement and
such Guarantor shall be discharged from all obligations and covenants under this Indenture, the
Registration Rights Agreement and the Guarantee of such Guarantor, as the case may be.




          For all purposes of this Indenture and the Notes (including the provision of this Section 5.01
and Sections 4.09, 4.10, and 4.15), Subsidiaries of any Surviving Person shall, upon such
transaction or series of related transactions, become Restricted Subsidiaries unless and until
designated as Unrestricted Subsidiaries pursuant to and in accordance with the terms of this
Indenture and all





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Indebtedness, and all Liens on assets, of the Company and the Restricted
Subsidiaries in existence immediately prior to such transaction or series of related transactions
will be deemed to have been Incurred upon such transaction or series of related transactions.




ARTICLE SIX




DEFAULTS AND REMEDIES




  SECTION 6.01. Events of Default.




          “Event of Default” is defined for all purposes of this Indenture and with respect to
the Notes as any one of the following events (whatever the reason for such Event of Default and
whether it is voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):





     (1) failure to pay principal of (or premium, if any, on) any Note when due and payable,
whether at its Stated Maturity, upon optional redemption, upon required purchase, upon
acceleration or otherwise;




     (2) failure to pay any interest on any Note when due and payable, and such failure
continues for 60 days or more;




     (3) failure to perform or comply with any of the provisions described in Sections 4.08,
4.11, or 5.01;




     (4) failure to perform any other covenant, warranty or agreement of the Company or a
Guarantor under this Indenture, in the Notes or in a Guarantee (other than those defaults
specified in clause (1), (2) or (3) above) continued for 60 days or more after written
notice to the Company by the Trustee or to the Trustee and the Company by Holders of at
least 25% in aggregate principal amount of the then outstanding Fixed Rate Notes or Floating
Rate Notes;




     (5) a default or defaults under the terms of one or more instruments evidencing or
securing Indebtedness of the Company or any of the Restricted Subsidiaries having an
outstanding principal amount of greater than $50.0 million individually or in the aggregate,
which default (A) is caused by a failure to pay at final maturity principal on such
Indebtedness within the applicable express grace period, (B) results in the acceleration of
such Indebtedness prior to its express final maturity or (C) results in the commencement of
judicial proceedings to foreclose upon, or to exercise remedies under applicable law or
applicable security documents to take ownership of, the assets securing such Indebtedness;




     (6) the rendering of a final judgment (not subject to appeal) of a court of competent
jurisdiction against the Company or any of the Restricted Subsidiaries in an amount greater
than $50.0 million (net of any amounts paid by an insurance carrier) which remain
undischarged or unstayed for a period of 60 days after the date on which the right to appeal
has expired;




     (7) a Guarantee ceases to be in full force and effect or is declared to be null and
void and unenforceable or a Guarantee is found to be invalid or a Guarantor denies its
liability under its Guarantee or gives notice to that effect (other than by reason of
release of the Guarantor in accordance with the terms of this Indenture);



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     (8) a court having jurisdiction in the premises enters (x) a decree or order for relief
in respect of the Company or any of its Significant Subsidiaries in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or (y) a decree or order adjudging the Company or any of its Significant
Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company or
any of its Significant Subsidiaries under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any of its Significant Subsidiaries or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed and in effect
for a period 90 consecutive days; or




     (9) (a) the Company or any of its Significant Subsidiaries commences a voluntary case
or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or any other case or proceeding to be adjudicated a bankrupt or
insolvent; or




     (b) the Company or any of its Significant Subsidiaries consents to the entry of a
decree or order for relief in respect of the Company or any of its Significant Subsidiaries
in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company or any of its Significant Subsidiaries; or




     (c) the Company or any of its Significant Subsidiaries files a petition or answer or
consent seeking reorganization or relief under any applicable federal or state law; or




     (d) the Company or any of its Significant Subsidiaries consents to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or any of its Significant
Subsidiaries or of any substantial part of their property; or




     (e) the Company or any of its Significant Subsidiaries makes an assignment for the
benefit of creditors; or




     (f) the Company or any of its Significant Subsidiaries admits in writing its inability
to pay its debts generally as they become due; or




     (g) the Company or any of its Significant Subsidiaries takes corporate action in
furtherance of any such action.



  SECTION 6.02. Acceleration of Maturity; Rescission.




          If an Event of Default with respect to a particular series of Notes (other than an Event of
Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in
clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the outstanding Notes of such series, by notice in writing to
the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued
interest to the date of acceleration on all the outstanding Notes to be due and payable
immediately. If an Event or Default specified in clause (8) or (9) of Section 6.01 with respect to
the Company or any Guarantor that is a Significant Subsidiary occurs under this Indenture, the
Notes will automatically become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder of the Notes.




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          At any time after a declaration of acceleration with respect to a particular series of Notes
as described in the preceding paragraph, the Holders of a majority in principal amount of such
Notes, on behalf of all Holders of such Notes, may rescind and cancel such declaration and its
consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all
existing Events of Default with respect to such Notes have been cured or waived except nonpayment
of principal or interest that has become due solely because of the acceleration, (c) to the extent
the payment of such interest is lawful, interest on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of acceleration, has been paid,
(d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for
its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of
Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an
Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or
waived.




          No such rescission will affect any subsequent Default or impair any right consequent thereto.




  SECTION 6.03. Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and
interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture
and may take any necessary action requested of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party.




          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 Noteholder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by
the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Company.




  SECTION 6.04. Waiver of Past Defaults and Events of Default.




          Provided the Notes are not then due and payable by reason of a declaration of acceleration,
the Holders of a majority in principal amount of a particular series of Notes at the time
outstanding may on behalf of the Holders of all the Notes of such series waive any past Default
with respect to such Notes of such series and its consequences (including any such waiver obtained
in connection with a tender offer or exchange offer for such Notes) by providing written notice
thereof to the Company and the Trustee, except a Default (1) in the payment of interest on or the
principal of (or premium on) any such Note, includes such Default arising from failure to purchase
any such Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer or (2) in
respect of a covenant or provision hereof which under this Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Note affected. In the case of any such
waiver, the Company, the Trustee and the Holders of such Notes will be restored to their former
positions and rights under this Indenture, respectively; provided, that no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.




  SECTION 6.05. Control by Majority.




          The Holders of a majority in principal amount of a particular series of Notes then outstanding
may direct the time, method and place of conducting any proceeding, with respect to such




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series,
for any remedy available to the Trustee or of exercising any power or trust conferred upon the
Trustee under this Indenture with respect to such Notes; provided, however, that subject to the
provisions of this Indenture, the Trustee shall have the right to decline to follow any such
direction if the Trustee, advised by counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith shall by Responsible Officers determine
that the action or proceeding so directed would involve the Trustee in liability or that the
Trustee is not satisfactorily indemnified from the costs thereof.




  SECTION 6.06. Limitation on Suits.




          No Holder of any Note will have any right to institute any proceeding with respect to this
Indenture or for any remedy thereunder, unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default thereunder and unless the Holders of at
least 25% of the aggregate principal amount of the outstanding Notes of such series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as
the Trustee, and the Trustee shall have not have received from the Holders of a majority in
aggregate principal amount of such outstanding Notes of such series a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days. However, such
limitations do not apply to a suit instituted by a Holder of such a Note for enforcement of payment
of the principal of and premium, if any, or interest on such Note on or after the respective due
dates expressed in such Note.




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




  SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders.




          No director, officer, employee, incorporator or stockholder of the Company or any of its
Affiliates, as such, shall have any liability for any obligations of the Company or any of its
Affiliates under the Notes 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 waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes.




  SECTION 6.08. Rights of Holders To Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal of 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, may not be impaired or affected without the consent of the Holder.




  SECTION 6.09. Collection Suit by Trustee.




          If an Event of Default in payment of principal, premium or interest specified in Section
6.01(1) or (2) hereof occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company or any Guarantor (or any other obligor on
the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together
with interest on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate set forth in the Notes, and
such further amounts 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.




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  SECTION 6.10. Trustee May File Proofs of Claim.




          The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof) and the Noteholders allowed in any
judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same
after deduction of its charges and expenses to the extent that any such charges and expenses are
not paid out of the estate in any such proceedings and any custodian in any such judicial
proceeding is hereby authorized by each Noteholder 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 Noteholders, 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.




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




  SECTION 6.11. Priorities.




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





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




     SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, premium,
if any, and interest (including Special Interest, if any) as to each, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes;
and




     THIRD: to the Company or, to the extent the Trustee collects any amount from any
Guarantor, to such Guarantor.



          The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to
this Section 6.11.




  SECTION 6.12. Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a
suit by the Trustee, a suit by a Noteholder pursuant to Section 6.08 hereof or a suit by
Noteholders of more than 10% in principal amount of the Notes then outstanding.





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ARTICLE SEVEN




TRUSTEE




 SECTION 7.01. Duties of Trustee.




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




          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 Securities and this Indenture.




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





     (1) The Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.




     (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the
requirements of this Indenture but, in the case of any such Officers’ Certificates or
Opinions of Counsel which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform on their face to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein). Whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate,
subject to the requirement in the preceding sentence, if applicable.



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





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




     (2) The Trustee shall not be liable for any error of judgment made in good faith,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.




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




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



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




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




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




 SECTION 7.02. Rights of Trustee.





     Subject to Section 7.01 hereof:




     (1) The Trustee may conclusively rely on any document (whether in its original or
facsimile form) reasonably 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.




     (2) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of
Section 11.05 hereof. The Trustee shall be protected and 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.




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




     (4) The Trustee shall not be liable for any action it takes or omits to take in good
faith which it reasonably believes to be authorized or within its rights or powers; provided
that the Trustee’s conduct does not constitute gross negligence or bad faith.




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




     (6) 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.




     (7) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney at the sole
cost of the Company and the Guarantors



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and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.




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



 SECTION 7.03. Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may make loans to, accept deposits from, perform services for or otherwise deal with the either
of the Company or any Guarantor, or any Affiliates thereof, with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be
subject to Sections 7.10 and 7.11 hereof.




          The Trustee is permitted to engage in other transactions with the Company or an Affiliate of
the Company; provided, however, that if it acquires any conflicting interest, it must eliminate
such conflict or resign.




 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 or any Guarantee, it shall not be accountable for the
Company’s or any Guarantor’s use of the proceeds from the sale of Notes or any money paid to the
Company or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible
for any statement in the Notes, Guarantee or this Indenture other than its certificate of
authentication.




 SECTION 7.05. Notice of Defaults.




          The Trustee shall, within 30 days after the occurrence of any Default or Event of Default with
respect to the Notes outstanding, give the Holders of the Notes thereof notice of all uncured
Defaults or Events of Default thereunder known to it. Except in the case of a Default or an Event
of Default in payment with respect to the Notes or a Default or Event of Default in complying with
Section 5.01, the Trustee may withhold such notice if and so long as a committee of its trust
officers in good faith determines that the withholding of such notice is in the interest of the
Holders of the Notes.




 SECTION 7.06. Reports by Trustee to Holders.




          If required by TIA § 313(a), within 60 days after May 15 of any year, commencing 2007 the
Trustee shall mail to each Noteholder a brief report dated as of such date that complies with TIA §
313(a). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA § 313(c) and TIA § 313(d).





     Reports pursuant to this Section 7.06 shall be transmitted by mail:




     (1) to all Holders of Notes, as the names and addresses of such Holders appear on the
Registrar’s books; and



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     (2) to such Holders of Notes as have, within the two years preceding such transmission,
filed their names and addresses with the Trustee for that purpose.



          A copy of each report at the time of its mailing to Noteholders shall be filed with the SEC
and each stock exchange on which the Notes are listed. The Company shall promptly notify the
Trustee when the Notes are listed on any stock exchange or delisted therefrom.




 SECTION 7.07. Compensation and Indemnity.




          The Company and the Guarantors shall pay to the Trustee and Agents from time to time
reasonable compensation for its services hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust). The Company and
the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with its duties under
this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.




          The Company and the Guarantors, jointly and severally, shall fully indemnify each of the
Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss,
damage, claim, liability or expense, including without limitation taxes (other than taxes based on
the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by
each of them in connection with the acceptance or performance of its duties under this Indenture
including the reasonable costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder (including,
without limitation, settlement costs). The Trustee or Agent shall notify the Company and the
Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has
actual knowledge asserted against the Trustee or Agent for which it may seek indemnity; however,
the failure by the Trustee or Agent to so notify the Company and the Guarantors shall not relieve
the Company and Guarantors of their obligations hereunder except to the extent the Company and the
Guarantors are actually prejudiced thereby.




          Notwithstanding the foregoing, the Company and the Guarantors need not reimburse the Trustee
for any expense or indemnify it against any loss or liability determined by a court of competent
jurisdiction to have been incurred by the Trustee through its own negligence or bad faith.




          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 such money or property held in trust to pay principal of and interest on particular
Notes.




          The obligations of the Company and the Guarantors under this Section 7.07 to compensate and
indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee,
Agents and each predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive the resignation or
removal of the Trustee and the satisfaction, discharge or other termination of this Indenture,
including any termination or rejection hereof under any Bankruptcy Law.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.




          For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed
pursuant to this Article Seven.




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 SECTION 7.08. Replacement of Trustee.




          The Trustee may resign by so notifying the Company and the Guarantors in writing. The Holders
of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the
Company and the removed Trustee in writing and may appoint a successor Trustee with the Company’s
written consent, which consent shall not be unreasonably withheld. The Company may remove the
Trustee at its election if:





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




     (2) the Trustee is adjudged a bankrupt or an insolvent;




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




     (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee.




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




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




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately following such delivery, the retiring Trustee shall,
subject to its rights under Section 7.07 hereof, transfer all property held by it as Trustee to the
successor Trustee, 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. A successor Trustee shall mail notice of its succession to each Noteholder.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.




 SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.




          If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the
successor corporation without any further act shall be the successor Trustee; provided such entity
shall be otherwise qualified and eligible under this Article Seven.




 SECTION 7.10. Eligibility; Disqualification.




     This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1)
and (2) in every respect. The Trustee shall have a combined capital and surplus of at least
$100,000,000 as set forth in the most recent applicable published annual report of condition. The
Trustee shall comply with TIA § 310(b), including the provision in § 310(b)(1).



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 SECTION 7.11. Preferential Collection of Claims Against Company.




          The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311 (b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.




SECTION 7.12. Paying Agents.



          The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it
and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 7.12:





     (A) that it will hold all sums held by it as agent for the payment of principal of, or
premium, if any, or interest on, the Notes (whether such sums have been paid to it by the
Company or by any obligor on the Notes) in trust for the benefit of Holders of the Notes or
the Trustee;




     (B) that it will at any time during the continuance of any Event of Default, upon
written request from the Trustee, deliver to the Trustee all sums so held in trust by it
together with a full accounting thereof; and




     (C) that it will give the Trustee written notice within three (3) Business Days of any
failure of the Company (or by any obligor on the Notes) in the payment of any installment of
the principal of, premium, if any, or interest on, the Notes when the same shall be due and
payable.



ARTICLE EIGHT




AMENDMENTS, SUPPLEMENTS AND WAIVERS




 SECTION 8.01. Without Consent of Noteholders.




          This Indenture may be amended by the Company, the Guarantors and the Trustee, without the
consent of any Holder, to:





     (1) cure any ambiguity, defect or inconsistency in this Indenture;




     (2) evidence the obligations of a new Guarantor to comply with the provisions described
in Section 4.18 or to evidence the succession of another Person to the Company or a
Guarantor and the assumption by any such successor of the applicable obligations in
accordance with Section 5.01;




     (3) comply with any requirements of the SEC in connection with the qualification of
this Indenture under the Trust Indenture Act;




     (4) evidence and provide for the acceptance of appointment by a successor Trustee;




     (5) provide for uncertificated Notes in addition to certificated Notes;



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     (6) add covenants for the benefits of the Holders or make any other change that would
provide any additional benefit or rights to the Holders or that does not materially
adversely affect the rights of any Holder;




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




     (8) to secure the Notes and to make intercreditor arrangements with respect to any such
security, unless the incurrence of such obligations or the security thereof is prohibited by
this Indenture;




     (9) to evidence or to provide for a replacement Trustee; or




     (10) to surrender any right or power herein reserved to the Company or the Guarantors.



 SECTION 8.02. With Consent of Noteholders.




          Modifications and amendments of this Indenture may be made by the Company, the Guarantors and
the Trustee with the consent of the Holders of a majority in aggregate principal amount of the
outstanding Notes of each series (including consents obtained in connection with a tender offer or
exchange offer for any series of Notes); provided, however, that no such modification or amendment
to this Indenture may, without the consent of the Holder of each Note affected thereby:





     (1) change the maturity of the principal of any such Note;




     (2) reduce the principal amount of (or the premium on) any such Note;




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




     (4) reduce the premium payable upon the redemption of any Note or change the time at
which any Note may be redeemed as described in Article Three of this Indenture and paragraph
5 of the Note;




     (5) change the currency of payment of principal of (or premium on) or interest on any
such Note;




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




     (7) reduce the percentage of the principal amount of outstanding Notes necessary for
amendment to or waiver of compliance with any provision of this Indenture or the Notes or
for waiver of any Default or Event of Default in respect thereof;




     (8) waive a default in the payment of principal of, interest on, or redemption payment
with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders
thereof as provided in this Indenture and a waiver of the payment default that resulted from
such acceleration);



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     (9) cause the Notes or the Guarantees to become subordinate in right of payment to any
other Indebtedness;




     (10) following an event or circumstance which may give rise to the requirement to make
a Change of Control Offer or Net Proceeds Offer, modify the provisions of any covenant (or
the related definitions) in this Indenture requiring the Company to make a Change of Control
Offer or Net Proceeds Offer in a manner materially adverse to the Holders of Notes affected
thereby;




     (11) release any Guarantor from any of its obligations under its Guarantee or this
Indenture otherwise than in accordance with the terms of this Indenture; or




     (12) make any change in the amendment or waiver provisions of this Indenture.



          It shall not be necessary for the consent of the Holders under this Section 8.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.




          After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes
effective, the Company shall mail to the Holders 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 amendment, supplement or waiver.




          Upon the written request of the Company accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence
reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the
Trustee may, but shall not be obligated to, enter into such supplemental indenture.




 SECTION 8.03. Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes shall comply with the TIA as then
in effect.




 SECTION 8.04. Revocation and Effect of Consents.




          Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a
Holder of a Note is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on
any such Note.
Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or
portion of a Note, if the Trustee receives the written notice of revocation before the date the
amendment, supplement, waiver or other action becomes effective.




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Noteholders entitled to consent to any amendment, supplement, or waiver. If a
record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were
Noteholders 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


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Persons continue to be Noteholders 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 Noteholders has been obtained.




          After an amendment, supplement, waiver or other action becomes effective, it shall bind every
Holder of Notes of a particular series, unless it makes a change described in any of clauses (1)
through (12) of Section 8.02 hereof. In that case the amendment, supplement, waiver or other
action shall bind each Noteholder who has consented to it and every subsequent Noteholder or
portion of a Note that evidences the same debt as the consenting Holder’s Note.




 SECTION 8.05. Notation on or Exchange of Notes.




          If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance
with the specific written direction of the Company) shall request the Holder of the Note (in
accordance with the specific written direction of the Company) to deliver it to the Trustee. In
such case, the Trustee shall place an appropriate notation on the Note about the changed terms and
return it to the Noteholder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Note shall issue, the Guarantors shall endorse, and the Trustee shall
authenticate a new Note that reflects the changed terms. 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 8.06. Trustee To Sign Amendments, etc.




          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
Eight if the amendment, supplement or waiver does not affect the rights, duties, liabilities or
immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the
Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and,
subject to Section 7.01 hereof, shall be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel stating, in addition to the matters required by Section 11.04, that such
amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid
and binding obligation of the Company and Guarantors, enforceable against the Company and
Guarantors in accordance with its terms (subject to customary exceptions).




ARTICLE NINE




DISCHARGE OF INDENTURE; DEFEASANCE




 SECTION 9.01. Discharge of Indenture.




          Upon the request of the Company, this Indenture will cease to be of further effect and the
Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction
and discharge of any series of the Notes and this Indenture and the Guarantees when:




         (a) either




     (1) all Notes of such series theretofore authenticated and delivered have been
delivered to the Trustee for cancellation or



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     (2) all Notes of such series not previously delivered to the Trustee for
cancellation (i) have become due and payable, (ii) will become due and payable at
their Stated Maturity within one year or (iii) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense of, the Company;




     (b) the Company has deposited or caused to be deposited with the Trustee, in trust for
the benefit of the Holders of the Notes of such series, all sums payable by it on account of
principal of, premium, if any, and interest on all Notes of such series (except lost, stolen
or destroyed Notes which have been replaced or paid) or otherwise, together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the payment
thereof at the Stated Maturity or redemption date, as the case may be; and




     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided in this Indenture relating to
the satisfaction and discharge of such Notes and this Indenture and the Guarantees of such
Notes have been complied with.



          After such delivery, the Trustee upon Company Request shall acknowledge in writing the
discharge of the Company’s and the Guarantors’ obligations under the Notes of such series, the
Guarantees and this Indenture except for those surviving obligations specified below.




          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company in Sections 7.07, 9.05 and 9.06 hereof shall survive such satisfaction and discharge.




 SECTION 9.02. Legal Defeasance.




          The Company may, at its option and at any time, elect to have its obligations and the
obligations of the Guarantors discharged with respect to the outstanding Notes of a particular
series on a date the conditions set forth in Section 9.04 hereof are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company will
be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes
of such series and to have satisfied all its other obligations under such Notes of such series and
this Indenture insofar as such Notes of such series are concerned (and the Trustee, at the expense
of the Company, shall, subject to Section 9.06 hereof, execute instruments in form and substance
reasonably satisfactory to the Trustee and Company
acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of outstanding Notes of such series
to receive solely from the trust funds described in Section 9.04 hereof and as more fully set forth
in such Section, payments in respect of the principal of, premium, if any, and interest on such
Notes when such payments are due, (B) the Company’s obligations with respect to such Notes under
Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.11, 4.02, 4.03 and 4.05, (C) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.07) and the Company’s obligations in connection therewith
and (D) this Article Nine.




          Subject to compliance with this Article Nine, the Company may exercise its option under this
Section 9.02 with respect to the Notes of such series notwithstanding the prior exercise of its
option under Section 9.03 below with respect to such Notes.

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 SECTION 9.03. Covenant Defeasance.




          The Company may, at its option and at any time, elect to have its obligations under Sections
4.03 (other than as it relates to legal existence of the Company), 4.08 through 4.17 and 4.18
(except for obligations mandated by the TIA) and clause (a)(3) of Section 5.01 released with
respect to the outstanding Notes of a particular series on a date the conditions set forth in
Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes of a particular series, the
Company may fail 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 shall be unaffected thereby. In addition,
upon the Company’s exercise of the option in this Section 9.03, subject to the satisfaction of the
conditions set forth in Section 9.04 hereof, Sections 6.01(3) (other than with respect to Section
5.01), (4), (5) and (6) hereof shall not constitute Events of Default with respect to such Notes.




          Notwithstanding any discharge or release of any obligations under this Indenture pursuant to
Section 9.02 or this Section 9.03, the Company’s obligations in Sections 2.04, 2.06, 2.07, 2.08,
7.07, 9.05, 9.06 and 9.08 shall survive until such time as the Notes have been paid in full.
Thereafter, the Company’s obligations in Sections 7.07, 9.05 and 9.08 shall survive.




 SECTION 9.04. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions to application of Section 9.02 or Section 9.03 hereof to
any series of outstanding Notes:





     (a) (1) the Company has irrevocably deposited or caused to be deposited in trust for
the benefit of the Noteholders with the Trustee or a Paying Agent or a trustee satisfactory
to the Trustee and the Company, under the terms of an irrevocable trust agreement in form
and substance satisfactory to the Trustee and any such Paying Agent, (x) money in an amount
sufficient, or (y) United States Government Obligations that shall be payable as to
principal and interest in such amounts and at such times as are sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (without consideration of any reinvestment of
such interest), or (z) any combination thereof in an amount sufficient to pay the principal
of and interest on the outstanding Notes on the dates such installments are due to
redemption or Stated Maturity, (2) the trustee of the irrevocable trust has been irrevocably
instructed to pay such money or the proceeds of such
United States Government Obligations to the Trustee and (3) the Trustee or Paying Agent
shall have been irrevocably instructed in writing to apply the deposited money and the
proceeds from United States Government Obligations in accordance with the terms of this
Indenture and the terms of the Notes to the payment of principal of and interest on the
Notes;




     (b) the deposit described in clause (a) above will not result in a breach or violation
of, or constitute a Default under, any other agreement or instrument to which the Company is
a party or by which it is bound;




     (c) no Default has occurred and is continuing (1) as of the date of such deposit or (2)
insofar as clause (8) or (9) of Section 6.01 is concerned at any time during the period
ending on the 91st day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable to the Company in
respect of such deposit



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(it being understood that the condition in this clause (2) is a
condition subsequent and will not be deemed satisfied until the expiration of such period);




     (d) the Company has paid or caused to be paid all sums currently due and payable by the
Company under this Indenture and under the Notes;




     (e) such defeasance shall not cause or permit any Notes then listed on any national
securities exchange to be delisted;




     (f) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating
to the termination by the Company of its obligations have been complied with;




     (g) in the case of an election under Section 9.02, the Company has delivered to the
Trustee either (1) a ruling received from the Internal Revenue Service to the effect that,
or (2) an Opinion of Counsel by counsel who is not an employee of the Company stating that,
since the date of this Indenture, there has been a change in the applicable federal income
tax law, and based upon either case (1) or (2) such Opinion of Counsel shall confirm that,
the Holders of the Notes will not recognize income, gain or loss for federal income tax
purposes as a result of the Company’s exercise of its legal defeasance option and will be
subject to federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such legal defeasance option had not been exercised;
and




     (h) in the case of an election under Section 9.03, the Company has delivered to the
Trustee either (1) a ruling received from the Internal Revenue Service to the effect that,
or (2) an Opinion of Counsel by counsel who is not an employee of the Company stating that,
the Holders of the Notes will not recognize income, gain or loss for federal income tax
purposes as a result of the Company’s exercise of its covenant defeasance option under this
paragraph and will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such covenant defeasance option
had not been exercised.



 SECTION 9.05. Deposited Money and United States Government
Obligations To Be Held in Trust; Other Miscellaneous Provisions.




          All money and United States Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 9.04 hereof in respect of a particular series of 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, to the
Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium,
if any, and accrued interest, but such money need not be segregated from other funds except to the
extent required by law.




          The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the United States
Government Obligations deposited pursuant to Section 9.04 hereof or the principal, premium, if any,
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 a particular series of outstanding Notes.




          Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon a Company Request any money or United States Government
Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally
recognized


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firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.




 SECTION 9.06. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any money or United States Government
Obligations in accordance with Section 9.01, 9.02 or 9.03 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 each Guarantor’s obligations under
this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is
permitted to apply all such money or United States Government Obligations in accordance with
Section 9.01 hereof; provided that if the Company or the Guarantors have made any payment of
principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of
their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or United States
Government Obligations held by the Trustee or Paying Agent.




 SECTION 9.07. Moneys Held by Paying Agent.




          In connection with the satisfaction and discharge of this Indenture, all moneys then held by
any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company,
be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.04
hereof, to the Company upon an Company Request (or, if such moneys had been deposited by the
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.




 SECTION 9.08. Moneys Held by Trustee.




          Any moneys deposited with the Trustee or any Paying Agent or then held by the Company or the
Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any
Note that are not applied but remain unclaimed by the Holder of such Note for two years after the
date upon which the principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable shall be repaid to the Company (or, if appropriate, the
Guarantors) upon a Company Request, or if such moneys are then held by the Company or the
Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Note
entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to
the Company and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money shall thereupon cease; provided, that the Trustee or any such Paying Agent, before
being required to make any such repayment, may, at the expense of the Company and the Guarantors,
either mail to each Noteholder affected, at the address shown in the register of the Notes
maintained by the Registrar pursuant to Section 2.04 hereof, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language, customarily published
each Business Day and of general circulation in the City of New York, New York, a notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the Guarantors or the
release of any money held in trust by the Company or any Guarantors, as the case may be,
Noteholders entitled to the money must look only to the Company and the Guarantors for payment as
general creditors unless applicable abandoned property law designates another Person.





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ARTICLE
TEN




GUARANTEE OF NOTES




 SECTION 10.01. Guarantee.




          Subject to the provisions of this Article Ten, the Guarantors, by execution of this Indenture,
jointly and severally, guarantee to each Holder (i) the due and punctual payment of the principal
of and interest on each Note, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue
principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of
all other obligations and due and punctual performance of all obligations of the Company to the
Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, at stated maturity, by
acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its
obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any
failure to enforce the provisions of any such Note, this Indenture or the Registration Rights
Agreement, any waiver, modification or indulgence granted to the Company with respect thereto by
the Holder of such Note, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or such Guarantor.




          Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with
a court in the event of merger or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to any such Note or the Indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be
discharged as to any such Note except by payment in full of the principal thereof and interest
thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Six hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.




          The Guarantors shall have the right to seek contribution from any non-paying Guarantor in a
pro rata amount based on the net assets of each Guarantor so long as the exercise of such right
does not impair the rights of any Holder under the Guarantees.




  SECTION 10.02. Execution and Delivery of Guarantee.




          To further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby agrees
that a notation of such Guarantee, substantially in the form included in Exhibit G-1 or
Exhibit G-2 hereto, shall be endorsed on each Note authenticated and delivered by the
Trustee and such Guarantee shall be executed by either manual or facsimile signature of an officer
or an officer of a general partner, as the case may be, of each Guarantor. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.




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          Each of the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Guarantee.




          If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which such Guarantee is
endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid
nevertheless.




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




 SECTION 10.03. Limitation of Guarantee.




          The obligations of each Guarantor are limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Guarantor (including, without
limitation, any guarantees under a U.S. Credit Facility permitted under Section 4.10(b)(3)) and
after giving effect to any collections from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such Guarantor under
its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.




  SECTION 10.04. Additional Guarantors.




          The Company covenants and agrees that it shall cause any Person which becomes obligated to
guarantee the Notes, pursuant to the terms of Section 4.14, to execute a supplemental indenture and
any other documentation requested by the Trustee satisfactory in form and substance to the Trustee
in accordance with Section 4.17 pursuant to which such Restricted Subsidiary shall guarantee the
obligations of the Company under the Notes and this Indenture in accordance with this Article Ten
with the same effect and to the same extent as if such Person had been named herein as a Guarantor.




  SECTION 10.05. Release of Guarantors.




          The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released
and discharged upon any of the following:





     (a) upon any sale or other disposition of all or substantially all of the
assets of such Restricted Subsidiary (including by way of merger or consolidation or any
sale of all of the Capital Stock of that Restricted Subsidiary) to a Person that is not the
Company or a Subsidiary of the Company; provided that the Company shall, if applicable,
apply the Net Cash Proceeds of that sale or other disposition in accordance with the
applicable provisions of Section 4.12;




     (b) if the Company designates such Restricted Subsidiary as an Unrestricted
Subsidiary in accordance with Section 4.14; or




     (c) if such Restricted Subsidiary ceases to be a borrower or guarantor under
any U.S. Credit Facility (other than by reason of a payment under a guarantee by any
Restricted Subsidiary).



and in each such case, the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such
transactions have been complied with and that such release is authorized and permitted hereunder.
The Trustee shall




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execute any documents reasonably requested by the Company or a Guarantor in order to evidence the
release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under
this Article Ten.




  SECTION 10.06. Waiver of Subrogation.




          Each Guarantor hereby irrevocably waives any claim or other rights which it may now or
hereafter acquire against the Company that arise from the existence, payment, performance or
enforcement of such Guarantor’s obligations under its Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any
right to participate in any claim or remedy of any Holder of Notes against the Company, whether or
not such claim, remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner, payment or Note on
account of such claim or other rights. If any amount shall be paid to any Guarantor in violation
of the preceding sentence and the Notes shall not have been paid in full, such amount shall have
been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of
such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.




  SECTION 10.07. Notice to Trustee.




          The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known
to the Company or any such Guarantor which would prohibit the making of any payment to or by the
Trustee at its Corporate Trust Office in respect of the Guarantees. Notwithstanding the provisions
of this Article Ten or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any payment to or by the
Trustee in respect of the Guarantees, unless and until the Trustee shall have received written
notice thereof from the Company no later than one Business Day prior to such payment; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions of this Section
10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the Trustee shall not have
received the notice referred to in this Section 10.07 at least one Business Day prior to the date
upon which by the terms hereof any such payment may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of, premium, if any, or
interest on any Note), then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the contrary which may be
received by it less than one Business Day prior to such date.




ARTICLE
ELEVEN




MISCELLANEOUS




  SECTION 11.01. Trust Indenture Act Controls.




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



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provision of this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded
from this Indenture.




          The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included unless expressly excluded by this Indenture) are a part of
and govern this Indenture, whether or not physically contained herein.




  SECTION 11.02. Notices.




          Except for notice or communications to Holders, any notice or communication shall be given in
writing and delivered in person, sent by facsimile, delivered by commercial courier service or
mailed by first-class mail, postage prepaid, addressed as follows:



If to the Company or any Guarantor:



General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

Attention: Chief Executive Officer

Fax Number: (859) 572-8444



If to the Trustee, Registrar or Paying Agent:



U.S. Bank National Association

Corporate Trust Services

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202

Fax Number: (513) 632-5511




          Such notices or communications shall be effective when received and shall be sufficiently
given if so given within the time prescribed in this Indenture.




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




          Any notice or communication mailed to a Noteholder shall be mailed to him by first-class mail,
postage prepaid, at his address shown on the register kept by the Registrar.




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




          In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice as required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.





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  SECTION 11.03. Communications by Holders with Other Holders.




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




  SECTION 11.04. Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Company or any Guarantor to the Trustee to take any
action under this Indenture, the Company or such Guarantor shall furnish to the Trustee:





     (1) an Officers’ Certificate (which shall include the statements set forth in Section
11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and




     (2) an Opinion of Counsel (which shall include the statements set forth in Section
11.05 below) stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.



  SECTION 11.05. Statements Required in Certificate and Opinion.




          Each certificate and opinion with respect to compliance by or on behalf of the Company or any
Guarantor with a condition or covenant provided for in this Indenture shall include:





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




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




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




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



  SECTION 11.06. Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or meetings of Noteholders. The
Registrar, Paying Agent or Calculation Agent may make reasonable rules for their functions.




  SECTION 11.07. Business Days; Legal Holidays.




          A “Business Day” or “business day” is a day that is not a Legal Holiday. A “Legal Holiday” is
a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York are
authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading.
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 for the
intervening period.




- 76 -









 








  SECTION 11.08. Governing Law.




          This Indenture, the Notes and the Guarantees shall be governed by and construed in accordance
with the laws of the state of New York.




  SECTION 11.09. No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt
agreement may be used to interpret this Indenture.




  SECTION 11.10. Successors.




          All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind
their respective successors. All agreements of the Trustee, any additional trustee and any Paying
Agents in this Indenture shall bind its successor.




  SECTION 11.11. Multiple Counterparts.




          The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent one and the same agreement.




  SECTION 11.12. Table of Contents, Headings, etc.




          The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.




  SECTION 11.13. Separability.




          Each provision of this Indenture shall be considered separable and if for any reason any
provision which is not essential to the effectuation of the basic purpose of this Indenture or 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.




- 77 -









 





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




	 	 	 	 	 
	 	GENERAL CABLE CORPORATION.

 	 
	 	By:  	/s/ Robert J. Siverd	 
	 	 	Name:  	Robert J. Siverd	 
	 	 	Title:  	Executive Vice President, General Counsel and Secretary	 
	 








 









 











	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Robert T. Jones 	 
	 	 	Name:  	Robert T. Jones	 
	 	 	Title:  	Vice President and Trust Officer	 
	 



 









 








EXHIBIT A-1




GENERAL CABLE CORPORATION




	 	 	 
	CUSIP No.                    

	 	$                    






7.125% SENIOR FIXED RATE NOTE DUE 2017




          GENERAL CABLE CORPORATION, a Delaware corporation (the “Company”), for value received,
promises to pay to
                    
or registered assigns the principal sum of $                     on April 1,
2017.




          Interest Payment Dates: April 1 and October 1.




          Record Dates: March 15 and September 15.




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




A1 - 1









 








          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.




	 	 	 	 	 
	 	GENERAL CABLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








A1 - 2









 











Certificate of Authentication




          This is one of the 7.125% Senior Fixed Rate Notes Due 2017 referred to in the within-mentioned
Indenture.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 







A1 - 3










 





[FORM OF REVERSE OF FIXED RATE NOTE]




GENERAL CABLE CORPORATION




7.125% SENIOR FIXED RATE NOTE DUE 2017



[Insert the FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE
RESTRICTED NOTES (from EXHIBIT B), if applicable pursuant to the provisions of the Indenture]



[Insert the FORM OF LEGEND FOR REGULATION S NOTE (from EXHIBIT C), if applicable pursuant to the
provisions of the Indenture]



[Insert the FORM OF LEGEND FOR GLOBAL NOTE (from EXHIBIT D), if applicable pursuant to the
provisions of the Indenture]




          1. Interest. GENERAL CABLE CORPORATION, a Delaware corporation (the “Company”),
promises to pay, until the principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 7.125% per annum. Cash interest on the
Fixed Rate Notes will accrue at a rate of 7.125% per annum and will be payable semi-annually in
arrears on each April 1 and October 1, commencing ___, 20___. Cash interest will accrue from
the most recent interest payment date to which interest has been paid or, if no interest has been
paid, from March 21, 2007, but excluding the date on which interest is paid. Interest will be
computed on the basis of a 360 day year of twelve 30 day months. The Company shall pay interest on
overdue principal and on overdue interest (to the full extent permitted by law) at a rate of 7.125%
per annum.




          2. Method of Payment. The Company will pay interest hereon (except defaulted
interest) to the Persons who are registered Holders at the close of business on March 15 or
September 15 next preceding the interest payment date (whether or not a Business Day). Holders
must surrender Fixed Rate Notes to a Paying Agent to collect principal payments. The Company will
pay principal and interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Interest may be paid by check mailed to the
Holder entitled thereto at the address indicated on the register maintained by the Registrar for
the Notes.




          3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the
“Trustee”) will act as a Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice. Neither the Company nor any of its Affiliates may act as Paying Agent or
Registrar.




          4. Indenture. The Company issued the Fixed Rate Notes under an Indenture dated as of
March 21, 2007 (the “Indenture”) among the Company, the Guarantors (as defined in the Indenture)
and the Trustee. This is one of an issue of Fixed Rate Notes of the Company issued, or to be
issued, under the Indenture. The terms of the Fixed Rate Notes include those stated in this
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Fixed Rate Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have the meanings set
forth in the Indenture.




A1-4









 








          5. Optional Redemption. (a) The Company, at its option, may redeem the Fixed Rate
Notes, in whole or in part, at any time on or after April 1, 2012 at the redemption prices
(expressed as percentages of principal amount), set forth below, plus accrued and unpaid interest
thereon, and Special Interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date),
if redeemed during the twelve month period beginning on April 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Redemption Price
	2012 
	 	 	103.563	%
	2013 
	 	 	102.375	%
	2014 
	 	 	101.188	%
	2015 and thereafter 
	 	 	100.000	%






          (b) In addition, at any time and from time to time on or prior to April 1, 2010, the Company
may, redeem in the aggregate up to 35% of the aggregate principal amount of the Fixed Rate Notes
with the net cash proceeds from one or more Public Equity Offerings, at a redemption price in cash
equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest thereon, and
Special Interest, if any, to the date of redemption (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant Interest Payment Date); provided,
however, that at least 65% of the original aggregate principal amount of the Fixed Rate Notes must
remain outstanding immediately after giving effect to each such redemption (excluding any Notes
held by the Company or any of its Affiliates). Notice of any such redemption must be given within
60 days after the date of the closing of the relevant Public Equity Offering.




          (c) At any time prior to April 1, 2012, the Company may also redeem, in whole or in part, the
Fixed Rate Notes, upon not less than 10 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 the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest thereon, and Special Interest, if any, to the date of redemption, subject to the rights of
Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant
Interest Payment Date.




          (d) In the event that less than all of the Fixed Rate Notes are to be redeemed at any time
pursuant to an optional redemption, selection of such Fixed Rate Notes for redemption will be made
by the Trustee in compliance with the requirements of the principal national securities exchange,
if any, on which the Fixed Rate Notes are listed or, if the Notes are not then listed on a national
securities exchange, on a pro rata basis, unless prohibited by stock exchange or other applicable
rule or regulation, and if pro rata redemption is so prohibited, by lot or by such method as the
Trustee shall deem fair and appropriate; provided, however, that no Fixed Rate Notes of a principal
amount of $2,000 or less shall be redeemed in part.




          6. Notice of Redemption. Notice of redemption will be mailed at least 10 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his
registered address. Notices of redemption may not be conditional. On and after the Redemption
Date, unless the Company defaults in making the redemption payment, interest ceases to accrue on
Fixed Rate Notes or portions thereof called for redemption.




          7. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of
Control or an Asset Sale and subject to further limitations contained therein, the Company shall
make an offer to purchase outstanding Fixed Rate Notes in accordance with the procedures set forth
in the Indenture.




A1-5









 








          8. Registration Rights. Pursuant to a Registration Rights Agreement among the
Company, the Guarantors, and the Initial Purchasers named therein (the “Registration Rights
Agreement”), the Company will be obligated to consummate an exchange offer pursuant to which the
Holder of this Note shall have the right to exchange this Note for notes of a separate series
issued under the Indenture (or a trust indenture substantially identical to the Indenture in
accordance with the terms of the Registration Rights Agreement) which have been registered under
the Securities Act, in like principal amount and having substantially identical terms as this
Notes. The Holders shall be entitled to receive certain special interest payments in the event
such exchange offer is not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.




          9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Fixed Rate Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Fixed Rate Notes or portion of a Note selected
for redemption, or register the transfer of or exchange any Fixed Rate Notes for a period of 15
days before a mailing of notice of redemption.




          10. Persons Deemed Owners. The registered Holder of this Note may be treated as the
owner of this Note for all purposes.




          11. Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee will pay the money back to the Company at its written request.
After that, Holders entitled to the money must look to the Company for payment as general
creditors unless an “abandoned property” law designates another Person.




          12. Amendment, Supplement, Waiver, Etc. The Company, the Guarantors and the Trustee
(if a party thereto) may, without the consent of the Holders of any outstanding Fixed Rate Notes,
amend, waive or supplement the Indenture or the Fixed Rate Notes for certain specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any
change that does not materially and adversely affect the rights of any Holder. Other amendments
and modifications of the Indenture or the Notes may be made by the Company, the Guarantors and the
Trustee with the consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Fixed Rate Notes, subject to certain exceptions requiring the consent of
the Holders of the particular Fixed Rate Notes to be affected.




          13. Restrictive Covenants. The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, incur additional
Indebtedness, pay dividends on, redeem or repurchase its Capital Stock, make certain investments,
sell assets, create restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, create liens, enter into sale
and leaseback transactions and consolidate, merge or sell all or substantially all of the assets of
the Company or any of its Restricted Subsidiaries and requires the Company to provide reports to
Holders of the Fixed Rate Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.




          14. Successor Corporation. When a successor corporation assumes all the obligations
of its predecessor under the Fixed Rate Notes and the Indenture and the transaction complies

A1-6









 








with the terms of Article Five of the Indenture, the predecessor corporation will, except as
provided in Article Five, be released from those obligations.




          15. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject
to certain limitations in the Indenture, if an Event of Default (other than an Event of Default
specified in Section 6.01(8) or (9) of the Indenture with respect to the Company or any of its
Significant Subsidiaries that is a Guarantor) occurs and is continuing, then, and in each and every
such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than
25% of the principal amount of the Fixed Rate Notes then outstanding, by notice in writing to the
Company and the Trustee, may declare due and payable, if not already due and payable, the principal
of and any accrued and unpaid interest on all of the Fixed Rate Notes; and upon any such
declaration all such amounts upon such Fixed Rate Notes shall become and be immediately due and
payable, anything in the Indenture or in the Fixed Rate Notes to the contrary notwithstanding. If
an Event of Default specified in Section 6.01(8) or (9) of the Indenture occurs with respect to the
Company or any of its Significant Subsidiaries that is a Guarantor, then the principal of and any
accrued and unpaid interest on all of the Fixed Rate Notes shall immediately become due and payable
without any declaration or other act on the part of the Trustee or any Holder. Holders may not
enforce the Indenture or the Fixed Rate Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the Fixed Rate Notes.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding
Fixed Rate Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in payment of principal,
premium, if any, or interest on the Fixed Rate Notes or a default in the observance or performance
of any of the obligations of the Company under Article Five of the Indenture) if it determines that
withholding notice is in their best interests.




          16. Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.




          17. No Recourse Against Others. No director, officer, employee incorporator or
stockholder, of the Company or any Guarantor shall have any liability for any obligations of the
Company or the Guarantors under the Fixed Rate Notes, the Indenture or the Guarantees or for a
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Fixed Rate Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Fixed Rate Notes.




          18. Discharge. The Company’s obligations pursuant to the Indenture will be
discharged, except for obligations pursuant to certain sections thereof, subject to the terms of
the Indenture, upon the payment of all the Fixed Rate Notes or upon the irrevocable deposit with
the Trustee of United States dollars or United States Government Obligations sufficient to pay when
due principal of and interest on the Fixed Rate Notes to maturity or redemption, as the case may
be.




          19. Guarantees. This Note will be entitled to the benefits of certain Guarantees made
for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.




          20. Authentication. This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.




A1-7









 








          21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. The Trustee, the Company, the Guarantor and the Holders agree
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 the Indenture or the Fixed Rate Notes.




          22. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TENANT (= 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. Requests may be made to:



General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

Attention: Chief Executive Officer




A1-8









 








ASSIGNMENT




          I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. number)




 




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




          and irrevocably appoint:




          Agent to transfer this Note on the books of the Company. The Agent may substitute another to
act for him.




	 	 	 	 	 
	Date:  

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the
face of this Note)






	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 

	 	 






SIGNATURE GUARANTEE




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




A1-9









 








OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have all or any part of this Note purchased by the Company pursuant to
Section 4.08 or Section 4.11 of the Indenture, check the appropriate box:




o           Section 4.08                    o           Section 4.11




          If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or
Section 4.11 of the Indenture, state the amount you elect to have purchased:




	 	 	 	 	 
	$

	 	 
	 	 
	($2,000 or multiple of $1,000 in excess thereof)






	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the
face of this Note)






	 	 	 
	 

Signature Guaranteed

	 	 






SIGNATURE GUARANTEE




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




A1-10









 








EXHIBIT A-2




GENERAL CABLE CORPORATION




			
	 	 	 
	CUSIP No.                    
	 	$                    






SENIOR FLOATING RATE NOTE DUE 2015




          GENERAL CABLE CORPORATION, a Delaware corporation (the “Company”), for value received,
promises to pay to                      or registered assigns the principal sum of $                     on
April 1, 2015.




          Interest Payment Dates: January 1, April 1, July 1 and October 1




          Record Dates: March 15, June 15, September 15 and December 15.




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




A2-1









 








          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.




	 	 	 	 	 
	 	GENERAL CABLE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A2-2









 






	 	 	 	 	 



Certificate of Authentication




          This is one of the Senior Floating Rate Notes due 2015 referred to in the within-mentioned
Indenture.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


Dated:




A2-3









 








[FORM OF REVERSE OF FLOATING RATE NOTE]




GENERAL CABLE CORPORATION




SENIOR FLOATING RATE NOTE DUE 2015



[Insert the FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE
RESTRICTED NOTES (from EXHIBIT B), if applicable pursuant to the provisions of the Indenture]



[Insert the FORM OF LEGEND FOR REGULATION S NOTE (from EXHIBIT C), if applicable pursuant to the
provisions of the Indenture]



[Insert the FORM OF LEGEND FOR GLOBAL NOTE (from EXHIBIT D), if applicable pursuant to the
provisions of the Indenture]




          1. Interest. GENERAL CABLE CORPORATION, a Delaware corporation (the “Company”),
promises to pay, until the principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate equal to the Applicable LIBOR Rate plus
2.375% per annum. Cash interest on the Floating Rate Notes will accrue at a rate equal to the
Applicable LIBOR rate plus 237.5 basis points per annum and will be payable quarterly in arrears
on each January 1, April 1, July 1 and October 1, commencing                     , 20___. Cash interest will
accrue from the most recent interest payment date to which interest has been paid or, if no
interest has been paid, from March 21, 2007, but excluding the date on which interest is paid.
Interest will be computed on the basis of a 360 day year of twelve 30 day months. The Company
shall pay interest on overdue principal and on overdue interest (to the full extent permitted by
law) at a rate equal to the Applicable LIBOR rate plus 237.5 basis points per annum (all
percentages resulting from any of the above calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage
point being rounded upwards) and all dollar amounts used in or resulting from such calculations
will be rounded to the nearest cent (with one-half cent being rounded upwards).




          2. Method of Payment. The Company will pay interest hereon (except defaulted
interest) to the Persons who are registered Holders at the close of business on March 15, June 15,
September 15 or December 15 next preceding the interest payment date (whether or not a Business
Day). Holders must surrender Floating Rate Notes to a Paying Agent to collect principal payments.
The Company will pay principal and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts. Interest may be paid by
check mailed to the Holder entitled thereto at the address indicated on the register maintained by
the Registrar for the Notes.




          3. Paying Agent, Registrar and Calculation Agent. Initially, U.S. Bank National
Association (the “Trustee”) will act as a Paying Agent, Registrar and Calculation Agent. The
Company may change any Paying Agent, Registrar or Calculation Agent without notice. Neither the
Company nor any of its Affiliates may act as Paying Agent or Registrar.




          4. Indenture. The Company issued the Floating Rate Notes under an Indenture dated as
of March 21, 2007 (the “Indenture”) among the Company, the Guarantors (as defined in the Indenture)
and the Trustee. This is one of an issue of Floating Rate Notes of the Company issued, or to

A2-4









 








be issued, under the Indenture. The terms of the Floating Rate Notes include those stated in
this Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Floating Rate Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have the meanings set
forth in the Indenture.




          5. Optional Redemption. (a) The Company, at its option, may redeem the Floating Rate
Notes, in whole or in part, at any time on or after April 1, 2009 at the redemption prices
(expressed as percentages of principal amount), set forth below, plus accrued and unpaid interest
thereon, and Special Interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date),
if redeemed during the twelve month period beginning on April 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Redemption Price
	2009 
	 	 	102.000	%
	2010 
	 	 	101.000	%
	2011 and thereafter 
	 	 	100.000	%






          (b) In addition, at any time and from time to time on or prior to April 1, 2009, the Company
may, redeem in the aggregate up to 35% of the aggregate principal amount of the Floating Rate Notes
with the net cash proceeds from one or more Public Equity Offerings, at a redemption price in cash
equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, and
Special Interest, if any, to the date of redemption (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant Interest Payment Date); provided,
however, that at least 65% of the original aggregate principal amount of the Floating Rate Notes
must remain outstanding immediately after giving effect to each such redemption (excluding any
Notes held by the Company or any of its Affiliates). Notice of any such redemption must be given
within 60 days after the date of the closing of the relevant Public Equity Offering.




          (c) At any time prior to April 1, 2009, the Company may also redeem, in whole or in part, the
Floating Rate Notes, upon not less than 10 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 the Floating Rate Notes redeemed plus the Applicable Premium as of, and accrued
and unpaid interest thereon, and Special Interest, if any, to the date of redemption, subject to
the rights of Holders of Floating Rate Notes on the relevant record date to receive interest due on
the relevant Interest Payment Date.




          (d) In the event that less than all of the Floating Rate Notes are to be redeemed at any time
pursuant to an optional redemption, selection of such Floating Rate Notes for redemption will be
made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Floating Rate Notes are listed or, if the Notes are not then listed
on a national securities exchange, on a pro rata basis, unless prohibited by stock exchange or
other applicable rule or regulation, and if pro rata redemption is so prohibited, by lot or by such
method as the Trustee shall deem fair and appropriate; provided, however, that no Floating Rate
Notes of a principal amount of $2,000 or less shall be redeemed in part.




          6. Notice of Redemption. Notice of redemption will be mailed at least 10 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his
registered address. Notices of redemption may not be conditional. On and after the Redemption
Date,

A2-5









 








unless the Company defaults in making the redemption payment, interest ceases to accrue on
Floating Rate Notes or portions thereof called for redemption.




          7. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of
Control or an Asset Sale and subject to further limitations contained therein, the Company shall
make an offer to purchase outstanding Floating Rate Notes in accordance with the procedures set
forth in the Indenture.




          8. Registration Rights. Pursuant to a Registration Rights Agreement among the
Company, the Guarantors, and the Initial Purchasers named therein (the “Registration Rights
Agreement”), the Company will be obligated to consummate an exchange offer pursuant to which the
Holder of this Note shall have the right to exchange this Note for notes of a separate series
issued under the Indenture (or a trust indenture substantially identical to the Indenture in
accordance with the terms of the Registration Rights Agreement) which have been registered under
the Securities Act, in like principal amount and having substantially identical terms as this
Floating Rate Note. The Holders shall be entitled to receive certain special interest payments in
the event such exchange offer is not consummated and upon certain other conditions, all pursuant to
and in accordance with the terms of the Registration Rights Agreement.




          9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Floating Rate Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Floating Rate Notes or portion of a Note selected
for redemption, or register the transfer of or exchange any Floating Rate Notes for a period of 15
days before a mailing of notice of redemption.




          10. Persons Deemed Owners. The registered Holder of this Note may be treated as the
owner of this Note for all purposes.




          11. Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee will pay the money back to the Company at its written request.
After that, Holders entitled to the money must look to the Company for payment as general
creditors unless an “abandoned property” law designates another Person.




          12. Amendment, Supplement, Waiver, Etc. The Company, the Guarantors and the Trustee
(if a party thereto) may, without the consent of the Holders of any outstanding Floating Rate
Notes, amend, waive or supplement the Indenture or the Floating Rate Notes for certain specified
purposes, including, among other things, curing ambiguities, defects or inconsistencies,
maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended,
and making any change that does not materially and adversely affect the rights of any Holder.
Other amendments and modifications of the Indenture or the Notes may be made by the Company, the
Guarantors and the Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of the outstanding Floating Rate Notes, subject to certain exceptions
requiring the consent of the Holders of the particular Floating Rate Notes to be affected.




          13. Restrictive Covenants. The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, incur additional
Indebtedness, pay dividends on, redeem or repurchase its Capital Stock, make certain investments,
sell assets, create restrictions on the payment of dividends or other amounts to the Company from
its Restricted

A2-6









 








Subsidiaries, enter into transactions with Affiliates, create liens, enter into sale and
leaseback transactions and consolidate, merge or sell all or substantially all of the assets of the
Company or any of its Restricted Subsidiaries and requires the Company to provide reports to
Holders of the Floating Rate Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.




          14. Successor Corporation. When a successor corporation assumes all the obligations
of its predecessor under the Floating Rate Notes and the Indenture and the transaction complies
with the terms of Article Five of the Indenture, the predecessor corporation will, except as
provided in Article Five, be released from those obligations.




          15. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject
to certain limitations in the Indenture, if an Event of Default (other than an Event of Default
specified in Section 6.01(8) or (9) of the Indenture with respect to the Company or any of its
Significant Subsidiaries that is a Guarantor) occurs and is continuing, then, and in each and every
such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than
25% of the principal amount of the Floating Rate Notes then outstanding, by notice in writing to
the Company and the Trustee, may declare due and payable, if not already due and payable, the
principal of and any accrued and unpaid interest on all of the Floating Rate Notes; and upon any
such declaration all such amounts upon such Floating Rate Notes shall become and be immediately due
and payable, anything in the Indenture or in the Floating Rate Notes to the contrary
notwithstanding. If an Event of Default specified in Section 6.01(8) or (9) of the Indenture
occurs with respect to the Company or any of its Significant Subsidiaries that is a Guarantor, then
the principal of and any accrued and unpaid interest on all of the Floating Rate Notes shall
immediately become due and payable without any declaration or other act on the part of the Trustee
or any Holder. Holders may not enforce the Indenture or the Floating Rate Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Floating Rate Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Floating Rate Notes may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal, premium, if any, or interest on the Floating Rate Notes
or a default in the observance or performance of any of the obligations of the Company under
Article Five of the Indenture) if it determines that withholding notice is in their best interests.




          16. Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.




          17. No Recourse Against Others. No director, officer, employee incorporator or
stockholder, of the Company or any Guarantor shall have any liability for any obligations of the
Company or the Guarantors under the Floating Rate Notes, the Indenture or the Guarantees or for a
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Floating Rate Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Floating Rate Notes.




          18. Discharge. The Company’s obligations pursuant to the Indenture will be
discharged, except for obligations pursuant to certain sections thereof, subject to the terms of
the Indenture, upon the payment of all the Floating Rate Notes or upon the irrevocable deposit with
the Trustee of United States dollars or United States Government Obligations sufficient to pay when
due principal of and interest on the Floating Rate Notes to maturity or redemption, as the case may
be.




A2-7









 








          19. Guarantees. This Note will be entitled to the benefits of certain Guarantees made
for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.




          20. Authentication. This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.




          21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. The Trustee, the Company, the Guarantor and the Holders agree
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 the Indenture or the Floating Rate Notes.




          22. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TENANT (= 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. Requests may be made to:



General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

Attention: Chief Executive Officer




A2-8









 








ASSIGNMENT




          I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. number)




 




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




          and irrevocably appoint:




          Agent to transfer this Note on the books of the Company. The Agent may substitute another to
act for him.













	 	 	 	 	 
	Date: 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the
face of this Note)






	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 

	 	 






SIGNATURE GUARANTEE




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



A2-9









 





OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have all or any part of this Note purchased by the Company pursuant to
Section 4.08 or Section 4.11 of the Indenture, check the appropriate box:



o           Section 4.08                    o           Section 4.11




          If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or
Section 4.11 of the Indenture, state the amount you elect to have purchased:




	 	 	 	 	 
	$

	 	 
	 	 
	($2,000 or multiple of $1,000 in excess thereof)






	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 







	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the
face of this Note)






	 	 	 
	 

Signature Guaranteed

	 	 






SIGNATURE GUARANTEE




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




A2-10









 








EXHIBIT B




[FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE

RESTRICTED NOTES]




          The Notes evidenced hereby have not been registered under the United States Securities Act of
1933 (the “Act”) and may not be offered, sold, pledged or otherwise transferred except (a) (1) to a
person who the seller reasonably believes is a qualified institutional buyer within the meaning of
Rule 144A under the Act purchasing for its own account or for the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule 144A, (2) in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S under the Act, (3) pursuant to an
exemption from registration under the Act provided by Rule 144 thereunder (if available), (4) to an
institutional accredited investor in a transaction exempt from the registration requirements of the
Act or (5) pursuant to an effective registration statement under the Act and (b) in accordance with
all applicable securities laws of the United States and other jurisdictions.




B-1









 








[FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE

RESTRICTED NOTES]




          I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. number)




 




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




          and irrevocably appoint:




          Agent to transfer this Note on the books of the Company. The Agent may substitute another to
act for him.



[Check One]




          o (a) this Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Rule 144A thereunder.




          or




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




          If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of
the Indenture shall have been satisfied.




	 	 	 	 	 
	Date:

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name
appears on the face of this Note)






	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 








SIGNATURE GUARANTEE




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




B-2









 








TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: To be executed by an executive officer







B-3









 








EXHIBIT C




[FORM OF LEGEND FOR REGULATION S NOTE]




          This Note has not been registered under the U.S. Securities Act of 1933, as amended (the
“Act”), and, unless so registered, may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. Persons unless registered under the Act or except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Act.




C-1









 








[FORM OF ASSIGNMENT FOR REGULATION S NOTE]




          I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. number)




 




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




          and irrevocably appoint:




          Agent to transfer this Note on the books of the Company. The Agent may substitute another to
act for him.




[Check One]




          o (a) this Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Rule 144A thereunder.




          or




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




          If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of
the Indenture shall have been satisfied.




	 	 	 	 	 
	Date:  

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the
face of this Note)






	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 








SIGNATURE GUARANTEE




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




C-2









 








TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED




          The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: To be executed by an executive officer







C-3









 








EXHIBIT D




[FORM OF LEGEND FOR GLOBAL NOTE]




          Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in
addition to any other legends required in the case of a Restricted Note) in substantially the
following form:




          This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a Depository. This Note is not exchangeable
for Notes registered in the name of a person other than the Depository or its nominee except in the
limited circumstances described in the Indenture, and no transfer of this Note (other than a
transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository) may be registered except
in the limited circumstances described in the Indenture.




          Unless this Certificate is presented by an authorized representative of The Depository Trust
Company (a New York corporation) (“DTC”) to the issuer or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or such other entity as is requested by an authorized representative of DTC), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.





D-1









 





EXHIBIT E-1




Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors




U.S. Bank National Association

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202



Attention: Corporate Trust Services



Ladies and Gentlemen:




          In connection with our proposed purchase of 7.125% Senior Fixed Rate Notes Due 2017 (the
“Fixed Rate Notes”) of General Cable Corporation, a Delaware corporation (the “Company”), we
confirm that:





     1. We understand that any subsequent transfer of the Fixed Rate Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of March 21, 2007
relating to the Fixed Rate Notes and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Fixed Rate Notes except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the “Securities Act”).




     2. We understand that the Fixed Rate Notes have not been registered under the
Securities Act or any other applicable securities laws, have not been and will not be
qualified for sale under the securities laws of any non-U.S. jurisdiction and that the Fixed
Rate Notes may not be offered, sold, pledged or otherwise transferred except as permitted in
the following sentence. We agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, that if we should sell any Fixed Rate Notes, we will do
so only (i) to the Company or any subsidiary thereof, (ii) in accordance with Rule 144A
under the Securities Act to a “qualified institutional buyer” (as defined in Rule 144A),
(iii) to an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a signed
letter containing certain representations and agreements relating to the restrictions on
transfer of the Fixed Rate Notes, (iv) outside the United States to persons other than U.S.
persons in offshore transactions meeting the requirements of Rule 904 of Regulation S under
the Securities Act, (v) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if applicable) or (vi) pursuant to an effective registration
statement, and we further agree to provide to any person purchasing any of the Fixed Rate
Notes from us a notice advising such purchaser that resales of the Fixed Rate Notes are
restricted as stated herein.




     3. We understand that, on any proposed resale of any Fixed Rate Notes, we will be
required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Fixed Rate Notes
purchased by us will bear a legend to the foregoing effect.



E1-1









 






     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our investment in
the Fixed Rate Notes, and we and any accounts for which we are acting each are able to bear
the economic risk of our or their investment, as the case may be.




     5. We are acquiring the Fixed Rate Notes purchased by us for our account or for one or
more accounts (each of which is an institutional “accredited investor”) as to each of which
we exercise sole investment discretion.




     6. We are not acquiring the Fixed Rate Notes with a view toward the distribution
thereof in a transaction that would violate the Securities Act or the securities laws of any
state of the United States or any other applicable jurisdiction.



          You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.




	 	 	 	 	 
	 	Very truly yours,





[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date:                                                             




E1-2









 





EXHIBIT E-2




Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors




U.S. Bank National Association

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202




Attention: Corporate Trust Services




Ladies and Gentlemen:




          In connection with our proposed purchase of Senior Floating Rate Notes Due 2015 (the “Floating
Rate Notes”) of General Cable Corporation, a Delaware corporation (the “Company”), we confirm that:






     1. We understand that any subsequent transfer of the Floating Rate Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of March 21, 2007
relating to the Floating Rate Notes and we agree to be bound by, and not to resell, pledge
or otherwise transfer the Floating Rate Notes except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the “Securities Act”).




     2. We understand that the Floating Rate Notes have not been registered under the
Securities Act or any other applicable securities laws, have not been and will not be
qualified for sale under the securities laws of any non-U.S. jurisdiction and that the
Floating Rate Notes may not be offered, sold, pledged or otherwise transferred except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should sell any Floating
Rate Notes, we will do so only (i) to the Company or any subsidiary thereof, (ii) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as
defined in Rule 144A), (iii) to an institutional “accredited investor” (as defined below)
that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Floating Rate Notes, (iv) outside the United
States to persons other than U.S. persons in offshore transactions meeting the requirements
of Rule 904 of Regulation S under the Securities Act, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if applicable) or (vi) pursuant
to an effective registration statement, and we further agree to provide to any person
purchasing any of the Floating Rate Notes from us a notice advising such purchaser that
resales of the Floating Rate Notes are restricted as stated herein.




     3. We understand that, on any proposed resale of any Floating Rate Notes, we will be
required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Floating Rate
Notes purchased by us will bear a legend to the foregoing effect.



E2-1









 






     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our investment in
the Floating Rate Notes, and we and any accounts for which we are acting each are able to
bear the economic risk of our or their investment, as the case may be.




     5. We are acquiring the Floating Rate Notes purchased by us for our account or for one
or more accounts (each of which is an institutional “accredited investor”) as to each of
which we exercise sole investment discretion.




     6. We are not acquiring the Floating Rate Notes with a view toward the distribution
thereof in a transaction that would violate the Securities Act or the securities laws of any
state of the United States or any other applicable jurisdiction.



          You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.




	 	 	 	 	 
	 	Very truly yours,





[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date:                                                             




E2-2









 






EXHIBIT F-1




Form of Certificate To Be

Delivered in Connection with

Transfers Pursuant to Regulation S




U.S. Bank National Association

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202



Attention: Corporate Trust Services




	 	 	 	 	 
	 

	 	Re:
	 	General Cable Corporation, a Delaware corporation (the “Company”)
	 

	 	 	 	7.125% Senior Fixed Rate Notes Due 2017 (the “Fixed Rate Notes”)






Dear Sirs:




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





     (1) the offer of the Fixed Rate Notes was not made to a U.S. person or to a person in
the United States;




     (2) either (a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither we nor any
person acting on our behalf knows that the transaction has been prearranged with a buyer in
the United States;




     (3) no directed selling efforts have been made in the United States in contravention of
the requirements of Rule 904(a) of Regulation S;




     (4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and




     (5) we have advised the transferee of the transfer restrictions applicable to the Fixed
Rate Notes.



F1-1









 





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




	 	 	 	 	 
	 	Very truly yours,





[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



F1-2









 






	 	 	 	 	 



EXHIBIT F-2




Form of Certificate To Be

Delivered in Connection with

Transfers Pursuant to Regulation S




U.S. Bank National Association

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202



Attention: Corporate Trust Services




	 	 	 	 	 
	 

	 	Re:
	 	General Cable Corporation, a Delaware corporation (the “Company”)
	 

	 	 	 	Senior Floating Rate Notes Due 2015 (the “Floating Rate Notes”)






Dear Sirs:




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





     (1) the offer of the Floating Rate Notes was not made to a U.S. person or to a person
in the United States;




     (2) either (a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither we nor any
person acting on our behalf knows that the transaction has been prearranged with a buyer in
the United States;




     (3) no directed selling efforts have been made in the United States in contravention of
the requirements of Rule 904(a) of Regulation S;




     (4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and




     (5) we have advised the transferee of the transfer restrictions applicable to the
Floating Rate Notes.



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



	 	 	 	 	 
	 	Very truly yours,





[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



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EXHIBIT G-1




GUARANTEES




          Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture dated as of March 21, 2007 by and among
General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National
Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”),
and, subject to the provisions of the Indenture, (a) the due and punctual payment of the principal
of, and premium, if any, and interest on the Fixed Rate Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of, and premium and, to the extent permitted by law, interest, and
the due and punctual performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Fixed Rate Notes or any of such other
obligations, that the same will 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 Noteholders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference
is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each
Holder of a Fixed Rate Note to which this Guarantee is endorsed, by accepting such Fixed Rate Note,
agrees to and shall be bound by such provisions.




[Signatures on Following Pages]




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          IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly
authorized officer.




	 	 	 	 	 
	 	GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE MANAGEMENT LLC

GENERAL CABLE OVERSEAS HOLDINGS, INC.

GENERAL CABLE TECHNOLOGIES CORPORATION

GENERAL CABLE TEXAS OPERATIONS, L.P.

GK TECHNOLOGIES, INCORPORATED

DIVERSIFIED CONTRACTORS, INC.

MARATHON STEEL COMPANY

MARATHON MANUFACTURING HOLDINGS, INC.

MLTC COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT G-2




GUARANTEES




          Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture dated as of March 21, 2007 by and among
General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National
Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”),
and, subject to the provisions of the Indenture, (a) the due and punctual payment of the principal
of, and premium, if any, and interest on the Floating Rate Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of, and premium and, to the extent permitted by law, interest, and
the due and punctual performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Floating Rate Notes or any of such other
obligations, that the same will 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 Noteholders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference
is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each
Holder of a Floating Rate Note to which this Guarantee is endorsed, by accepting such Floating Rate
Note, agrees to and shall be bound by such provisions.




[Signatures on Following Pages]




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          IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly
authorized officer.




	 	 	 	 	 
	 	GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE MANAGEMENT LLC

GENERAL CABLE OVERSEAS HOLDINGS, INC.

GENERAL CABLE TECHNOLOGIES CORPORATION

GENERAL CABLE TEXAS OPERATIONS, L.P.

GK TECHNOLOGIES, INCORPORATED

DIVERSIFIED CONTRACTORS, INC.

MARATHON STEEL COMPANY

MARATHON MANUFACTURING HOLDINGS, INC.

MLTC COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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