Exhibit 4.1


 


Execution
Copy


 


 


ACCURIDE CORPORATION


 


as Issuer,


 


GUARANTORS NAMED IN SCHEDULE
I HERETO


 


and


 


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


 


as Trustee


 










 


INDENTURE


 


Dated as of January 31, 2005


 










 


$275,000,000


 


81⁄2% Senior Subordinated
Notes due 2015


 





















 


ACCURIDE CORPORATION(1)


 


RECONCILIATION AND TIE
BETWEEN TRUST INDENTURE ACT 

OF 1939 AND INDENTURE, DATED AS OF JANUARY 31, 2005


 


	
  TRUST INDENTURE

  ACT SECTION

  	
   

  	
   

  	
  INDENTURE

  SECTION

  
	
  310

  	
   

  	
  (a)(1)

  	
   

  	
  608

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  608

  
	
   

  	
   

  	
  (b)

  	
   

  	
  609

  
	
  312

  	
   

  	
  (a)

  	
   

  	
  701

  
	
   

  	
   

  	
  (c)

  	
   

  	
  702

  
	
  313

  	
   

  	
  (a)

  	
   

  	
  703

  
	
   

  	
   

  	
  (c)

  	
   

  	
  703

  
	
  314

  	
   

  	
  (a)(4)

  	
   

  	
  1010(a)

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
   

  	
  (e)

  	
   

  	
  102

  
	
  315

  	
   

  	
  (a)

  	
   

  	
  601(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  602

  
	
   

  	
   

  	
  (c)

  	
   

  	
  601(b)

  
	
   

  	
   

  	
  (d)

  	
   

  	
  601(c), 603

  
	
  316

  	
   

  	
  (a)(last sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
   

  	
  (c)

  	
   

  	
  104(d)

  
	
  317

  	
   

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
   

  	
  (b)

  	
   

  	
  1003

  
	
  318

  	
   

  	
  (a)

  	
   

  	
  111

  
						



 










(1)                                  Note: This reconciliation and tie shall not,
for any purpose, be deemed to be a part of the Indenture.


 


i





















 


TABLE OF CONTENTS(2)


 


 


	
  PARTIES

  	
   

  
	
  RECITALS OF THE COMPANY

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.

  	
   

  	
  DEFINITIONS

  	
   

  
	
  SECTION 102.

  	
   

  	
  COMPLIANCE CERTIFICATES AND OPINIONS

  	
   

  
	
  SECTION 103.

  	
   

  	
  FORM OF DOCUMENTS DELIVERED TO TRUSTEE

  	
   

  
	
  SECTION 104.

  	
   

  	
  ACTS OF HOLDERS

  	
   

  
	
  SECTION 105.

  	
   

  	
  NOTICES, ETC., TO TRUSTEE, THE COMPANY AND
  ANY GUARANTOR

  	
   

  
	
  SECTION 106.

  	
   

  	
  NOTICE TO HOLDERS; WAIVER

  	
   

  
	
  SECTION 107.

  	
   

  	
  EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
   

  
	
  SECTION 108.

  	
   

  	
  SUCCESSORS AND ASSIGNS

  	
   

  
	
  SECTION 109.

  	
   

  	
  SEPARABILITY CLAUSE

  	
   

  
	
  SECTION 110.

  	
   

  	
  BENEFITS OF INDENTURE

  	
   

  
	
  SECTION 111.

  	
   

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 112.

  	
   

  	
  LEGAL HOLIDAYS

  	
   

  
	
  SECTION 113.

  	
   

  	
  NO PERSONAL LIABILITY OF DIRECTORS,
  OFFICERS, EMPLOYEES, OR STOCKHOLDERS

  	
   

  
	
  SECTION 114.

  	
   

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NOTE FORMS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
   

  	
  FORMS GENERALLY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
   

  	
  TITLE AND TERMS

  	
   

  
	
  SECTION 302.

  	
   

  	
  DENOMINATIONS

  	
   

  
	
  SECTION 303.

  	
   

  	
  EXECUTION, AUTHENTICATION, DELIVERY AND
  DATING

  	
   

  
	
  SECTION 304.

  	
   

  	
  TEMPORARY NOTES

  	
   

  



 










(2)           Note: This table of contents shall not, for
any purpose, be deemed to be a part of the Indenture.


 


ii





















 


	
  SECTION 305.

  	
   

  	
  REGISTRATION, REGISTRATION OF TRANSFER AND
  EXCHANGE

  	
   

  
	
  SECTION 306.

  	
   

  	
  MUTILATED, DESTROYED, LOST AND STOLEN NOTES

  	
   

  
	
  SECTION 307.

  	
   

  	
  PAYMENT OF INTEREST; INTEREST RIGHTS
  PRESERVED

  	
   

  
	
  SECTION 308.

  	
   

  	
  PERSONS DEEMED OWNERS

  	
   

  
	
  SECTION 309.

  	
   

  	
  CANCELLATION

  	
   

  
	
  SECTION 310.

  	
   

  	
  COMPUTATION OF INTEREST

  	
   

  
	
  SECTION 311.

  	
   

  	
  CUSIP NUMBERS

  	
   

  
	
  SECTION 312.

  	
   

  	
  ISSUANCE OF ADDITIONAL NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
   

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
  SECTION 402.

  	
   

  	
  APPLICATION OF TRUST MONEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  
	
  SECTION 502.

  	
   

  	
  ACCELERATION OF MATURITY; RESCISSION AND
  ANNULMENT

  	
   

  
	
  SECTION 503.

  	
   

  	
  COLLECTION OF INDEBTEDNESS AND SUITS FOR
  ENFORCEMENT BY TRUSTEE

  	
   

  
	
  SECTION 504.

  	
   

  	
  TRUSTEE MAY FILE PROOFS OF CLAIM

  	
   

  
	
  SECTION 505.

  	
   

  	
  TRUSTEE MAY ENFORCE CLAIMS WITHOUT
  POSSESSION OF NOTES

  	
   

  
	
  SECTION 506.

  	
   

  	
  APPLICATION OF MONEY COLLECTED

  	
   

  
	
  SECTION 507.

  	
   

  	
  LIMITATION ON SUITS

  	
   

  
	
  SECTION 508.

  	
   

  	
  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
  PRINCIPAL, PREMIUM AND INTEREST

  	
   

  
	
  SECTION 509.

  	
   

  	
  RESTORATION OF RIGHTS AND REMEDIES

  	
   

  
	
  SECTION 510.

  	
   

  	
  RIGHTS AND REMEDIES CUMULATIVE

  	
   

  
	
  SECTION 511.

  	
   

  	
  DELAY OR OMISSION NOT WAIVER

  	
   

  
	
  SECTION 512.

  	
   

  	
  CONTROL BY HOLDERS

  	
   

  
	
  SECTION 513.

  	
   

  	
  WAIVER OF PAST DEFAULTS

  	
   

  
	
  SECTION 514.

  	
   

  	
  WAIVER OF STAY OR EXTENSION LAWS

  	
   

  
	
  SECTION 515.

  	
   

  	
  UNDERTAKING FOR COSTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
   

  	
  CERTAIN DUTIES AND RESPONSIBILITIES

  	
   

  
	
  SECTION 602.

  	
   

  	
  NOTICE OF DEFAULTS

  	
   

  



 


iii





















 


	
  SECTION 603.

  	
   

  	
  CERTAIN RIGHTS OF TRUSTEE

  	
   

  
	
  SECTION 604.

  	
   

  	
  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR
  ISSUANCE OF NOTES

  	
   

  
	
  SECTION 605.

  	
   

  	
  MAY HOLD NOTES

  	
   

  
	
  SECTION 606.

  	
   

  	
  MONEY HELD IN TRUST

  	
   

  
	
  SECTION 607.

  	
   

  	
  COMPENSATION AND REIMBURSEMENT

  	
   

  
	
  SECTION 608.

  	
   

  	
  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

  	
   

  
	
  SECTION 609.

  	
   

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF
  SUCCESSOR

  	
   

  
	
  SECTION 610.

  	
   

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

  	
   

  
	
  SECTION 611.

  	
   

  	
  MERGER, CONVERSION, CONSOLIDATION OR
  SUCCESSION TO BUSINESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HOLDERS
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
   

  	
  COMPANY TO FURNISH TRUSTEE NAMES AND
  ADDRESSES

  	
   

  
	
  SECTION 702.

  	
   

  	
  DISCLOSURE OF NAMES AND ADDRESSES OF
  HOLDERS

  	
   

  
	
  SECTION 703.

  	
   

  	
  REPORTS BY TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MERGER,
  CONSOLIDATION, OR SALE OF ASSETS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
   

  	
  COMPANY MAY CONSOLIDATE, ETC., ONLY ON
  CERTAIN TERMS

  	
   

  
	
  SECTION 802.

  	
   

  	
  GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON
  CERTAIN TERMS

  	
   

  
	
  SECTION 803.

  	
   

  	
  SUCCESSOR SUBSTITUTED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUPPLEMENTS AND
  AMENDMENTS TO INDENTURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
   

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
  HOLDERS

  	
   

  
	
  SECTION 902.

  	
   

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF
  HOLDERS

  	
   

  
	
  SECTION 903.

  	
   

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION 904.

  	
   

  	
  EFFECT OF SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION 905.

  	
   

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
   

  
	
  SECTION 906.

  	
   

  	
  REFERENCE IN NOTES TO SUPPLEMENTAL
  INDENTURES

  	
   

  
	
  SECTION 907.

  	
   

  	
  NOTICE OF SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION 908.

  	
   

  	
  EFFECT ON SENIOR INDEBTEDNESS

  	
   

  



 


iv





















 


	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
   

  	
  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
  INTEREST

  	
   

  
	
  SECTION 1002.

  	
   

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
   

  
	
  SECTION 1003.

  	
   

  	
  MONEY FOR NOTE PAYMENTS TO BE HELD IN
  TRUST

  	
   

  
	
  SECTION 1004.

  	
   

  	
  CORPORATE EXISTENCE

  	
   

  
	
  SECTION 1005.

  	
   

  	
  PAYMENT OF TAXES AND OTHER CLAIMS

  	
   

  
	
  SECTION 1006.

  	
   

  	
  MAINTENANCE OF PROPERTIES

  	
   

  
	
  SECTION 1007.

  	
   

  	
  INSURANCE

  	
   

  
	
  SECTION 1008.

  	
   

  	
  COMPLIANCE WITH LAWS

  	
   

  
	
  SECTION 1009.

  	
   

  	
  LIMITATION ON RESTRICTED PAYMENTS

  	
   

  
	
  SECTION 1010.

  	
   

  	
  LIMITATION ON INCURRENCE OF INDEBTEDNESS
  AND ISSUANCE OF DISQUALIFIED STOCK

  	
   

  
	
  SECTION 1011.

  	
   

  	
  LIMITATION ON LIENS

  	
   

  
	
  SECTION 1012.

  	
   

  	
  LIMITATION ON TRANSACTIONS WITH AFFILIATES

  	
   

  
	
  SECTION 1013.

  	
   

  	
  LIMITATION ON DIVIDEND AND OTHER PAYMENT
  RESTRICTIONS AFFECTING SUBSIDIARIES

  	
   

  
	
  SECTION 1014.

  	
   

  	
  LIMITATION ON GUARANTEES OF INDEBTEDNESS
  BY RESTRICTED SUBSIDIARIES

  	
   

  
	
  SECTION 1015.

  	
   

  	
  LIMITATION ON OTHER SENIOR SUBORDINATED
  INDEBTEDNESS

  	
   

  
	
  SECTION 1016.

  	
   

  	
  PURCHASE OF NOTES UPON A CHANGE OF CONTROL

  	
   

  
	
  SECTION 1017.

  	
   

  	
  LIMITATION ON SALES OF ASSETS

  	
   

  
	
  SECTION 1018.

  	
   

  	
  STATEMENT BY OFFICERS AS TO DEFAULT

  	
   

  
	
  SECTION 1019.

  	
   

  	
  COMMISSION REPORTS AND REPORTS TO HOLDERS

  	
   

  
	
  SECTION 1020.

  	
   

  	
  SUSPENSION OF COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REDEMPTION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
   

  	
  REDEMPTION

  	
   

  
	
  SECTION 1102.

  	
   

  	
  APPLICABILITY OF ARTICLE

  	
   

  
	
  SECTION 1103.

  	
   

  	
  ELECTION TO REDEEM; NOTICE TO TRUSTEE

  	
   

  
	
  SECTION 1104.

  	
   

  	
  SELECTION BY TRUSTEE OF NOTES TO BE
  REDEEMED

  	
   

  
	
  SECTION 1105.

  	
   

  	
  NOTICE OF REDEMPTION

  	
   

  
	
  SECTION 1106.

  	
   

  	
  DEPOSIT OF REDEMPTION PRICE

  	
   

  
	
  SECTION 1107.

  	
   

  	
  NOTES PAYABLE ON REDEMPTION DATE

  	
   

  
	
  SECTION 1108.

  	
   

  	
  NOTES REDEEMED IN PART

  	
   

  



 


v





















 


	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTEES

  	
   

  
	
   

  	
   

  
	
  SECTION 1201.

  	
   

  	
  GUARANTEES

  	
   

  
	
  SECTION 1202.

  	
   

  	
  SEVERABILITY

  	
   

  
	
  SECTION 1203.

  	
   

  	
  RESTRICTED SUBSIDIARIES

  	
   

  
	
  SECTION 1204.

  	
   

  	
  SUBORDINATION OF GUARANTEES

  	
   

  
	
  SECTION 1205.

  	
   

  	
  LIMITATION OF GUARANTORS’ LIABILITY

  	
   

  
	
  SECTION 1206.

  	
   

  	
  CONTRIBUTION

  	
   

  
	
  SECTION 1207.

  	
   

  	
  SUBROGATION

  	
   

  
	
  SECTION 1208.

  	
   

  	
  REINSTATEMENT

  	
   

  
	
  SECTION
  1209.

  	
   

  	
  RELEASE OF A GUARANTOR

  	
   

  
	
  SECTION 1210.

  	
   

  	
  BENEFITS ACKNOWLEDGED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
   

  	
  COMPANY’S OPTION TO EFFECT LEGAL
  DEFEASANCE OR COVENANT DEFEASANCE

  	
   

  
	
  SECTION 1302.

  	
   

  	
  LEGAL DEFEASANCE AND DISCHARGE

  	
   

  
	
  SECTION 1303.

  	
   

  	
  COVENANT DEFEASANCE

  	
   

  
	
  SECTION 1304.

  	
   

  	
  CONDITIONS TO LEGAL DEFEASANCE OR COVENANT
  DEFEASANCE

  	
   

  
	
  SECTION 1305.

  	
   

  	
  DEPOSITED MONEY AND U.S. GOVERNMENT
  SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

  	
   

  
	
  SECTION 1306.

  	
   

  	
  REINSTATEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBORDINATION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
   

  	
  NOTES SUBORDINATE TO SENIOR INDEBTEDNESS

  	
   

  
	
  SECTION 1402.

  	
   

  	
  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION,
  ETC.

  	
   

  
	
  SECTION 1403.

  	
   

  	
  SUSPENSION OF PAYMENT WHEN SENIOR
  INDEBTEDNESS IN DEFAULT

  	
   

  
	
  SECTION 1404.

  	
   

  	
  ACCELERATION OF NOTES

  	
   

  
	
  SECTION 1405.

  	
   

  	
  WHEN DISTRIBUTION MUST BE PAID OVER

  	
   

  
	
  SECTION 1406.

  	
   

  	
  NOTICE BY COMPANY

  	
   

  
	
  SECTION 1407.

  	
   

  	
  PAYMENT PERMITTED IF NO DEFAULT

  	
   

  
	
  SECTION 1408.

  	
   

  	
  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
  INDEBTEDNESS

  	
   

  
	
  SECTION 1409.

  	
   

  	
  PROVISIONS SOLELY TO DEFINE RELATIVE
  RIGHTS

  	
   

  
	
  SECTION 1410.

  	
   

  	
  TRUSTEE TO EFFECTUATE SUBORDINATION

  	
   

  
	
  SECTION 1411.

  	
   

  	
  SUBORDINATION MAY NOT BE IMPAIRED BY
  COMPANY

  	
   

  
	
  SECTION 1412.

  	
   

  	
  DISTRIBUTION OR NOTICE TO REPRESENTATIVE

  	
   

  
	
  SECTION 1413.

  	
   

  	
  NOTICE TO TRUSTEE

  	
   

  



 


vi





















 


	
  SECTION 1414.

  	
   

  	
  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE
  OF LIQUIDATING AGENT

  	
   

  
	
  SECTION 1415.

  	
   

  	
  RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR
  INDEBTEDNESS; PRESERVATION OF TRUSTEES’ RIGHTS

  	
   

  
	
  SECTION 1416.

  	
   

  	
  ARTICLE APPLICABLE TO PAYING AGENTS

  	
   

  
	
  SECTION 1417.

  	
   

  	
  NO SUSPENSION OF REMEDIES

  	
   

  
	
  SECTION 1418.

  	
   

  	
  MODIFICATION OF TERMS OF SENIOR
  INDEBTEDNESS

  	
   

  
	
  SECTION 1419.

  	
   

  	
  CERTAIN TERMS

  	
   

  
	
  SECTION 1420.

  	
   

  	
  TRUST MONEYS NOT SUBORDINATED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  APPENDIX & EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rule
  144A/Regulation S/IAI Appendix

  	
   

  
	
  Exhibit
  1 to Rule 144A/Regulation S/IAI Appendix – Form of Initial Note

  	
   

  
	
  Exhibit
  2 to Rule 144A/Regulation S/IAI Appendix – Form of Transferee Letter of
  Representation

  	
   

  
	
  Exhibit
  A – Form of Exchange Security or Private Exchange Security

  	
   

  
	
  Exhibit
  B – Form of Notation of Guarantee

  	
   

  
	
  Exhibit
  C – Form of Supplemental Indenture

  	
   

  
	
  Exhibit
  D – Form of Incumbency Certificate

  	
   

  



 


vii





















 


INDENTURE, dated as of January 31, 2005 (this “Indenture”),
among ACCURIDE CORPORATION, a Delaware corporation (the “Company”), having its
principal office at 7140 Office Circle, Evansville, Indiana  47715, and certain of the Company’s direct
and indirect Domestic Subsidiaries (as defined below), each named in the
signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”),
and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking corporation,
as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The Company has duly authorized the creation of and
issuance of (i) its 81⁄2% Senior Subordinated Notes due 2015 issued on the date
hereof (the “Initial Notes”), and (ii) if and when issued as required by the
Registration Rights Agreement dated the date hereof, among the Company, the
Guarantors and the Initial Purchasers (the “Registration Rights Agreement”),
81⁄2% Senior Subordinated Exchange Notes due 2015 issued in an Exchange Offer in
exchange for any Initial Notes (the “Exchange Notes” and, together with the
Initial Notes, the “Notes”), of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the
execution and delivery of this Indenture.


 


Upon the issuance of the Exchange Notes, if any, or
the effectiveness of the Shelf Registration Statement (as defined herein), this
Indenture will be subject to, and shall be governed by, the provisions of the
Trust Indenture Act of 1939, as amended, that are required or deemed to be part
of and to govern indentures qualified thereunder.


 


Each Guarantor has duly authorized its Guarantee of
the Initial Notes, and if and when issued, the Exchange Notes and to provide
therefor each Guarantor has duly authorized the execution and delivery of this
Indenture.


 


All things necessary have been done to make the
Notes, when executed and duly issued by the Company and authenticated and
delivered hereunder by the Trustee or the Authenticating Agent, the valid
obligations of the Company and to make this Indenture a valid and legally
agreement of the Company in accordance with their and its terms.


 


All things necessary have been done to make the
Guarantees, upon execution and delivery of this Indenture, the valid
obligations of each Guarantor and to make this Indenture a valid and legally
binding agreement of each Guarantor, in accordance with their and its terms.


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 





















 


ARTICLE ONE



DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


 


SECTION
101.                                            DEFINITIONS.


 


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


 


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


 


(b)           all other terms used herein
which are defined in the Trust Indenture Act, either directly or by reference
therein, or defined by Commission rule and not otherwise defined herein have
the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating
paper,” as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the Trust Indenture Act;


 


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


 


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


 


(e)           the word “or” is not exclusive;


 


(f)            “including”
means including without limitation;


 


(g)           all references to Articles,
Sections, Exhibits and Appendices shall be construed to refer to Articles and
Sections of, and Exhibits and Appendices to, this Indenture;


 


(h)           all references, in any context,
to any interest or other amount payable on or with respect to the Notes shall
be deemed to include any Special Interest (as herein defined) pursuant to the
Registration Rights Agreement;


 


(i)            all
references to the date the Notes were originally issued shall refer to the
Issuance Date; and


 


(j)            provisions
of this Indenture apply to successive events and transactions.


 


Certain terms, used principally in Articles Two,
Ten, Thirteen and Fourteen, are defined in those Articles.


 


“Acquired Indebtedness” means, with respect to any
specified Person,


 


2





















 


(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Restricted Subsidiary of such
specified Person, including, without limitation, Indebtedness incurred in connection
with, or in contemplation of, such other Person merging with or into or
becoming a Restricted Subsidiary of such specified Person, and


 


(2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.


 


“Act” when used with respect to any Holder, has the
meaning set forth in Section 104.


 


“Additional Notes” means
any Notes issued by the Company pursuant to Section 312.


 


“Adjusted Net Assets” has the meaning specified in
Section 1206 of this Indenture.


 


“Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.


 


“Affiliate Transaction” has the meaning specified in
Section 1012 of this Indenture.


 


“Agent” means any Paying Agent, Authenticating Agent
and Note Registrar under this Indenture.


 


“Applicable Premium” means, with respect to a Note
at any Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note and (ii) the excess, if any, of (A) the present value at such time of (1)
the Redemption Price of such Note at February 1, 2010 (such redemption prices
as described in the Notes) plus (2)
all required interest payments due on such Note through February 1, 2010
(excluding accrued and unpaid interest to the Redemption Date), computed using
a discount rate equal to the Treasury Rate plus 75 basis points, over (B) the
principal amount of such Note.


 


“Asset Sale” means:


 


(1) the sale, conveyance, transfer or other disposition (whether in a
single transaction or a series of related transactions) of property or assets
(including by way of a sale and leaseback) of the Company or any Restricted
Subsidiary (each referred to in this definition as a “disposition”) or


 


3





















 


(2) the issuance or sale of Equity Interests of any Restricted
Subsidiary, whether in a single transaction or a series of related
transactions,


 


in each case, other than:


 


(a) a disposition of Cash
Equivalents or Investment Grade Securities or obsolete equipment in the
ordinary course of business or inventory or goods held for sale in the ordinary
course of business;


 


(b) the disposition of all
or substantially all of the assets of the Company in a manner permitted
pursuant to the provisions described in Section 801 herein or any disposition
that constitutes a Change of Control pursuant to this Indenture;


 


(c) the making of any
Restricted Payment or Permitted Investment that is permitted to be made, and is
made, under Section 1009;


 


(d) any disposition of
assets or issuance or sale of Equity Interests of any Restricted Subsidiary in
any transaction or series of transactions with an aggregate fair market value
of less than $10.0 million;


 


(e) any disposition of
property or assets or issuance of securities by a Restricted Subsidiary to the
Company or by the Company or a Restricted Subsidiary to another Restricted
Subsidiary;


 


(f) to the extent allowable
under Section 1031 of the Internal Revenue Code of 1986, as amended, any
exchange of like property (excluding any boot thereon) for use in a Similar
Business;


 


(g) the lease, assignment or
a lease or sub-lease of any real or personal property in the ordinary course of
business;


 


(h) any financing
transaction with respect to property built or acquired by the Company or any
Restricted Subsidiary after the Issuance Date, including, without limitation,
sale-leasebacks and asset securitizations permitted by this Indenture;


 


(i) foreclosures on assets;


 


(j) any sale of Equity
Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary (with the exception of Investments in Unrestricted Subsidiaries
acquired pursuant to clause (j) of the definition of Permitted Investments);
and


 


(k) sales of accounts
receivable, or participations therein, in connection with any Receivables
Facility.


 


“Asset Sale Offer” has the meaning specified in
Section 1017 of this Indenture.


 


“Authenticating Agent” means the Person appointed,
if any, by the Trustee as an authenticating agent pursuant to the last
paragraph of Section 303.


 


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“Bank Agent” means Citicorp USA, Inc., in its
capacity as administrative agent under the Senior Credit Facilities, and any
successor administrative agent thereunder.


 


“Bankruptcy Law” means Title 11, United States
Bankruptcy Code of 1978, as amended, or any similar United States federal or
state or foreign law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.


 


“Board of Directors” means, with respect to any Person,
either the board of directors of such Person or any duly authorized committee
thereof.


 


“Board Resolution” means, with respect to any
Person, a copy of a resolution certified by the Secretary or an Assistant
Secretary of such Person to have been duly adopted by the Board of Directors of
such Person or any committee thereof and to be in full force and effect on the
date of such certification, and delivered to the Trustee.


 


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in The City of New York are authorized or obligated by law or executive order
to close.


 


“Capital Stock” means


 


(1) in the case of a corporation, corporate stock,


 


(2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock,


 


(3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and


 


(4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.


 


“Capitalized Lease Obligation” means, at the time
any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at such time be required to be capitalized and
reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP.


 


“Cash Equivalents” means


 


(1) United States dollars,


 


(2) pounds sterling,


 


(3)           (a) euro, or any national currency of any participating member state in
the European Union, or


 


5





















 


(b) in the case of any Foreign Subsidiary that is a Restricted
Subsidiary, such local currencies held by them from time to time in the
ordinary course of business,


 


(4) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof,


 


(5) certificates of deposit, time deposits and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any commercial bank having capital and surplus in excess of
$500.0 million,


 


(6) repurchase obligations for underlying securities of the types
described in clauses (4) and (5) entered into with any financial institution
meeting the qualifications specified in clause (5) above,


 


(7) commercial paper rated A-1 or the equivalent thereof by Moody’s or
S&P and in each case maturing within one year after the date of
acquisition,


 


(8) investment funds investing 95% of their assets in securities of the
types described in clauses (1)-(7) above,


 


(9) readily marketable direct obligations issued by any state of the
United States of America or any political subdivision thereof having one of the
two highest rating categories obtainable from either Moody’s or S&P with
maturities of 24 months or less from the date of acquisition and


 


(10) Indebtedness or preferred stock issued by Persons with a rating of
“A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12
months or less from the date of acquisition.


 


Notwithstanding the foregoing, Cash Equivalents
shall include amounts denominated in currencies other than those set forth in
clauses (1) through (3) above, provided that
such amounts are converted into any currency listed in clauses (1) through (3)
as promptly as practicable and in any event within ten Business Days following
the receipt of such amounts.


 


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


 


(1) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or


 


(2) the Company becomes aware of (by way of a report or any other
filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or
disposing of securities (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other than the Permitted Holders, in a single 


 


6





















 


transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision) of 50% or more of the total voting power of the Voting Stock of the
Company.


 


“Change of Control Offer” has the meaning specified
in Section 1016 of this Indenture.


 


“Change of Control Payment” has the meaning
specified in Section 1016 of this Indenture.


 


“Change of Control Payment Date” has the meaning
specified in Section 1016 of this Indenture.


 


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


 


“Common Stock” of any Person means any and all
shares, interests or other participations in, and other equivalents (however
designated, whether voting or non-voting) of such Person’s common stock,
whether outstanding on the Issuance Date or issued after Issuance Date, and
includes, without limitation, all series and classes of such common stock.


 


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


 


“Company Request” or “Company Order” means a written
request or order signed in the name of the Company (a) by its Chairman, a
Vice-Chairman, its President or any Vice President and (b) by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to
the Trustee; provided, however,
that such written request or order may be signed by any two of the officers or
directors listed in clause (a) above in lieu of being signed by one of such
officers or directors listed in such clause (a) and one of the officers listed
in clause (b) above.


 


“Consolidated Depreciation and Amortization Expense”
means with respect to any Person for any period, the total amount of
depreciation and amortization expense and other noncash charges, excluding any
noncash item that represents an accrual, reserve or amortization of a cash
expenditure for a future period, of such Person and its Restricted Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance
with GAAP.


 


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


 


(a) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, to the extent such expense was deducted in
computing Consolidated Net Income (including amortization of original issue
discount resulting from the issuance of 


 


7





















 


Indebtedness
at less than par, non-cash interest payments (but excluding any non-cash
interest expenses attributable to the movement in the mark to market valuation
of Hedging Obligations or other derivative instruments pursuant to Financial
Accounting Standards Board Statement No. 133—”Accounting for Derivative
Instruments and Hedging Activities”), the interest component of Capitalized
Lease Obligations, and net payments, if any, pursuant to interest rate Hedging
Obligations, excluding amortization of deferred financing fees and any
expensing of bridge or other financing fees, and


 


(b) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued less


 


(c) interest income for such period;


 


provided, however,
that Receivables Fees shall be deemed not to constitute Consolidated Interest
Expense; and provided further that
the consolidated interest expense of any Restricted Subsidiary that is party to
any agreement that has not been legally waived that restricts the declaration
or payment of dividends or similar distributions shall be included only to the
extent (and in the same proportion) that the Net Income of such Restricted Subsidiary
was included in calculating Consolidated Net Income (without giving effect to
clause (vii) of the definition thereof) for so long as such Restricted
Subsidiary is party to any agreement that has not been legally waived that
restricts the declaration or payment of dividends or similar distributions.


 


“Consolidated Net Income” means, with respect to any
Person for any period, the aggregate of the Net Income, of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, and otherwise
determined in accordance with GAAP; provided,
however, that


 


(1) any net after-tax extraordinary, non-recurring or unusual gains or
losses (less all fees and expenses relating thereto) or expenses (including,
without limitation, relating to severance or relocation and the Transactions)
shall be excluded,


 


(2) the Net Income for such period shall not include the cumulative
effect of a change in accounting principles during such period,


 


(3) any net after-tax income (loss) from disposed or discontinued
operations and any net after-tax gains or losses on disposal of disposed or
discontinued operations shall be excluded,


 


(4) any net after-tax gains or losses (less all fees and expenses
relating thereto) attributable to asset dispositions other than in the ordinary
course of business, as determined in good faith by the Board of Directors of
the Company, shall be excluded,


 


(5) the Net Income for such period of any Person that is not a
Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the
equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall
be increased by the amount of dividends or distributions or other payments paid
in cash (or to the extent converted into cash) (without duplication in the case
of calculating Restricted Payments or Permitted Investments) to the referent
Person or a Restricted Subsidiary thereof in respect of such period,


 


8





















 


(6) solely for the purpose of determining the amount available for
Restricted Payments under clause (iv)(3)(A) of the first paragraph of Section
1009, the Net Income for such period of any Restricted Subsidiary (other than
any Guarantor) shall be excluded if the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of its Net Income is not at
the date of determination wholly permitted without any prior governmental
approval (which has not been obtained) or, directly or indirectly, by the
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restriction with respect
to the payment of dividends or in similar distributions has been legally
waived; provided that
Consolidated Net Income of the Company shall be increased by the amount of
dividends or other distributions or other payments paid in cash (or to the
extent converted into cash) (without duplication in the case of calculating
Restricted Payments or Permitted Investments) to the referent Person or a
Restricted Subsidiary thereof in respect of such period.


 


(7) any increase in amortization or depreciation or other non-cash
charges resulting from the application of purchase accounting in relation to
the Transactions or any acquisition that is consummated after the Issuance
Date, net of taxes, shall be excluded,


 


(8) any net after-tax income (loss) from the early extinguishment of
Indebtedness or Hedging Obligations or other derivative instruments shall be
excluded,


 


(9) any impairment charge or asset write-off pursuant to Financial
Accounting Standards Board Statement No. 142 and No. 144 and the amortization
of intangibles arising pursuant to No. 141 shall be excluded, and


 


(10) any non-cash compensation expense recorded from grants of stock
appreciation or similar rights, stock options, restricted stock or other rights
to officers, directors or employees shall be excluded.


 


“Contingent Obligations” means, with respect to any
Person, any obligation of such Person guaranteeing any leases, dividends or
other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person
(the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent,


 


(1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor,


 


(2) to advance or supply funds


 


(A)
for the purchase or payment of any such primary obligation or


 


(B) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, or


 


9





















 


(3) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation against loss in
respect thereof.


 


“Corporate Trust Office” means the designated
corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at 2 N. La Salle Street, Suite 1020,
Chicago, IL 60602, except that with respect to presentation of Notes for
payment or for registration of transfer or exchange, such term shall mean any
office or agency of the Trustee at which, at any particular time, its corporate
agency business shall be conducted.


 


“Covenant Defeasance” has the meaning specified in
Section 1303 of this Indenture.


 


“Credit Facilities” means, with respect to the
Company, one or more debt facilities, including, without limitation, the Senior
Credit Facilities, or commercial paper facilities with banks or other
institutional lenders or indentures providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against receivables), letters of credit or other long-term indebtedness, in
each case, as amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time.


 


“Custodian” means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“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.


 


“Defaulted Interest” has the meaning set forth in
Section 307.


 


“Depositary” means The Depository Trust Company, its
nominees and successors.


 


“Designated Noncash Consideration” means the fair
market value of noncash consideration received by the Company or one of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated
as Designated Noncash Consideration pursuant to an Officers’ Certificate,
setting forth the basis of such valuation, executed by the principal executive
officer and the principal financial officer of the Company, less the amount of
cash or Cash Equivalents received in connection with a sale of such Designated
Noncash Consideration.


 


“Designated Preferred Stock” means preferred stock
of the Company or any parent corporation thereof (in each case other than
Disqualified Stock) that is issued for cash (other than to a Restricted
Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an
Officers’ Certificate executed by an executive vice president and the principal
financial officer of the Company or the applicable parent corporation thereof,
as the case may be, on the issuance date thereof, the cash proceeds of which
are excluded from the calculation set forth in clause (iv)(3) of paragraph (a)
of Section 1009.


 


10





















 


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


 


“Disqualified Stock” means, with respect to any
Person, any Capital Stock of such Person which, by its terms, or by the terms
of any security into which it is convertible or for which it is putable or
exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable, other than as a result of a Change of Control or Asset Sale,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder thereof, other than as a result of a Change of Control or Asset
Sale, in whole or in part, in each case prior to the date 91 days after the
maturity date of the Notes; provided,
however; that if such Capital Stock is issued to any plan for the
benefit of employees of the Company or its Subsidiaries or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company or its
Subsidiaries in order to satisfy applicable statutory or regulatory
obligations.


 


“Domestic Subsidiary” means, with respect to any Person, any Restricted
Subsidiary of such Person other than a Foreign Subsidiary.


 


“EBITDA” means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus


 


(a) provision for taxes based on income or profits, plus franchise or
similar taxes, of such Person for such period deducted in computing
Consolidated Net Income, plus


 


(b) Consolidated Interest Expense of such Person for such period and
any Receivables Fees paid by such Person or any of its Restricted Subsidiaries
during such period, in each case to the extent the same was deducted in
calculating such Consolidated Net Income, plus


 


(c) Consolidated Depreciation and Amortization Expense of such Person
for such period to the extent such depreciation and amortization were deducted
in computing Consolidated Net Income, plus


 


(d) any expenses or charges related to any Equity Offering, Permitted
Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture (whether or not
successful) (including such fees, expenses or charges related to the
Transactions) and deducted in such period in computing Consolidated Net Income,
plus


 


(e) the amount of any restructuring charge deducted in such period in
computing Consolidated Net Income, including any one-time costs incurred in
connection with acquisitions after the Issuance Date, plus


 


(f) without duplication, any other non-cash charges reducing
Consolidated Net Income for such period, excluding any such charge which
requires an accrual of a cash reserve for anticipated cash charges for any
future period, plus


 


11





















 


(g) the amount of management, monitoring, consulting and advisory fees
and related expenses paid to Kohlberg Kravis Roberts & Co. L.P. or Trimaran
or any of their respective affiliates plus


 


(h) the amount of any minority interest expense deducted in such period
in calculating Consolidated Net Income (less the amount of any cash dividends
paid to the holders of such minority interests), less


 


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


 


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


 


“Equity Offering” means any public or private sale
of common stock or preferred stock of the Company or any of its direct or
indirect parent corporations (excluding Disqualified Stock), other than (i)
public offerings with respect to the Company’s or any direct or indirect parent
corporation’s Common Stock registered on Form S-8 and (ii) any such public or
private sale that constitutes an Excluded Contribution.


 


“Event of Default” has the meaning set forth in Section
501.


 


“Excess Proceeds” has the meaning set forth in
Section 1017.


 


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


 


“Exchange Notes” has the meaning stated in the first
recital of this Indenture. Unless the context otherwise requires, all
references to the Exchange Notes shall include 81⁄2% Senior Subordinated Exchange
Notes due 2015 in exchange for any Additional Notes.


 


“Exchange Offer” means the Exchange Offer as defined
in the Registration Rights Agreement.


 


“Exchange Offer Registration Statement” means the
Exchange Offer Registration Statement as defined in the Registration Rights
Agreement.


 


“Excluded Contribution” means net cash proceeds,
marketable securities or Qualified Proceeds, in each case, received by the
Company from


 


(a) contributions to its common equity capital and


 


(b) the sale (other than to a Subsidiary or to any Company or
Subsidiary management equity plan or stock option plan or any other management
or employee benefit plan or agreement) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Company,


 


12





















 


in each case designated as
Excluded Contributions pursuant to an Officers’ Certificate executed by the
principal executive officer and the principal financial officer of the Company
on the date such capital contributions are made or the date such Equity
Interests are sold, as the case may be, which are excluded from the calculation
set forth in paragraph (c) of Section 1009.


 


“Existing Indebtedness” means Indebtedness of the
Company or its Restricted Subsidiaries in existence on the Issuance Date, plus
interest accruing thereon, after application of the net proceeds of the sale of
the Notes as described in the Offering Memorandum.


 


“Fixed Charge Coverage Ratio” means, with respect to
any Person for any period, the ratio of EBITDA of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Restricted Subsidiaries incurs, assumes, guarantees or
redeems any Indebtedness or issues or redeems Disqualified Stock or preferred
stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the event for which the calculation of
the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee or redemption
of Indebtedness, or such issuance or redemption of Disqualified Stock or
preferred stock, as if the same had occurred at the beginning of the applicable
four-quarter period.


 


For purposes of making the computation referred to
above, Investments, acquisitions, dispositions, mergers, consolidations and
discontinued operations (as determined in accordance with GAAP) that have been
made by the Company or any of its Restricted Subsidiaries during the
four-quarter reference period or subsequent to such reference period and on or
prior to or simultaneously with the Calculation Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, consolidations and discontinued operations (and the reduction of any
associated fixed charge obligations and the change in EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period; provided that the pro forma change in EBITDA projected by
the Company in good faith as a result of reasonably identifiable and factually
supportable cost savings and costs (excluding one-time transition, transaction
and restructuring costs), as the case may be, expected to be realized during
the consecutive four-quarter period commencing after such acquisition or
transaction (the “Savings Period”)
shall be included in such calculation for any reference period that includes
any of the Savings Period; provided,
further, that any such pro forma change to such EBITDA shall be
without duplication for cost savings and costs (excluding one-time transition,
transaction and restructuring costs) actually realized and already included in
such EBITDA. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Investment, acquisition, disposition, merger, consolidation or
discontinued operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or discontinued operation had occurred at
the beginning of the applicable four-quarter period.


 


For purposes of this definition, whenever pro forma
effect is to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the
Company. If any Indebtedness bears a floating rate of interest and is 


 


13





















 


being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Calculation
Date had been the applicable rate for the entire period (taking into account
any Hedging Obligations applicable to such Indebtedness). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate.


 


“Fixed Charges” means, with respect to any Person
for any period, the sum of


 


(a) Consolidated Interest Expense of such Person for
such period,


 


(b) all cash dividend payments (excluding items eliminated in
consolidation) on any series of preferred stock (including any Designated
Preferred Stock) or any Refunding Capital Stock of such Person made during such
period, and


 


(c) all cash dividend payments (excluding items eliminated in
consolidation) on any series of Disqualified Stock made during such period.


 


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


 


“Funding Guarantor” has the meaning set forth in
Section 1206 of this Indenture.


 


“GAAP” means generally accepted accounting
principles in the United States which are in effect on the Issuance Date.


 


“Government Securities” means securities that are


 


(a) direct obligations of the United States of America for the timely
payment of which its full faith and credit is pledged, or


 


(b) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America,


 


which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such
Government Securities held by such custodian for the account of the holder of
such depository receipt; provided that
(except as required by law) such 


 


14





















 


custodian is not authorized
to make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the
Government Securities evidenced by such depository receipt.


 


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


 


“Guarantee” means any guarantee of the obligations
of the Company under this Indenture and the Notes by any Person in accordance
with the provisions of this Indenture. When used as a verb, “Guarantee” shall
have a corresponding meaning.


 


“Guarantor” means all Restricted Subsidiaries that
are Domestic Subsidiaries and guarantee the Senior Credit Facilities as of the
Issuance Date and any other Subsidiary of the Company that executes a
supplemental indenture to this Indenture providing for a guarantee of payment
of the Notes.


 


“Hedging Obligations” means, with respect to any
Person, the obligations of such Person under


 


(i) currency exchange, interest rate or commodity swap agreements,
currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements and


 


(ii) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates or commodity prices.


 


“Holder” means a holder of the Notes.


 


“incur” has the meaning set forth in Section 1010 of
this Indenture.


 


“incurrence” has the meaning set forth in Section
1010 of this Indenture.


 


“Indebtedness” means, with respect to any Person,


 


(a) any indebtedness of such Person, whether or not
contingent


 


(1) in respect of borrowed money,


 


(2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit or bankers’ acceptances (or, without double counting,
reimbursement agreements in respect thereof),


 


(3) representing the balance deferred and unpaid of the purchase price
of any property (including Capitalized Lease Obligations), except any such
balance that 


 


15





















 


constitutes a trade payable or similar obligation to a trade creditor,
in each case accrued in the ordinary course of business or


 


(4) representing any Hedging Obligations, if and to the extent of any
of the foregoing Indebtedness (other than letters of credit and Hedging
Obligations) that would appear as a liability upon a balance sheet (excluding
the footnotes thereto) of such Person prepared in accordance with GAAP,


 


(b) to the extent not otherwise included, any obligation by such Person
to be liable for, or to pay, as obligor, guarantor or otherwise, on the
Indebtedness of another Person, other than by endorsement of negotiable
instruments for collection in the ordinary course of business, and


 


(c) to the extent not otherwise included, Indebtedness of another
Person secured by a Lien on any asset owned by such Person, whether or not such
Indebtedness is assumed by such Person;


 


provided, however,
that Contingent Obligations incurred in the ordinary course of business shall
be deemed not to constitute Indebtedness and obligations under or in respect of
Receivables Facilities shall not be deemed to constitute Indebtedness of a
Person.


 


In addition, “Indebtedness” of any Person shall
include Indebtedness described in the foregoing paragraph that would not appear
as a liability on the balance sheet of such Person if (1) such Indebtedness is
the obligation of a partnership or joint venture that is not a Restricted Subsidiary
(a “Joint Venture”), (2) such Person or a Restricted Subsidiary is a general
partner of the Joint Venture (a “General Partner”) and (3) there is recourse,
by contract or operation of law, with respect to the payment of such
Indebtedness to property or assets of such Person or a Restricted Subsidiary;
and such Indebtedness shall be included in an amount not to exceed (x) the
greater of (A) the net assets of the General Partner and (B) the amount of such
obligations to the extent that there is recourse, by contract or operation of
law, to the property or assets of such Person or a Restricted Subsidiary (other
than the General Partner) or (y) if less than the amount determined pursuant to
clause (x) immediately above, the actual amount of such Indebtedness that is
recourse to such Person, if the Indebtedness is evidenced by a writing and is
for a determinable amount and the related interest expense shall be included in
Consolidated Interest Expense to the extent paid by the Company or its
Restricted Subsidiaries.


 


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


 


“Independent Financial Advisor” means an accounting,
appraisal, investment banking firm or consultant to Persons engaged in Similar
Businesses of nationally recognized standing that is, in the judgment of the
Company’s Board of Directors, qualified to perform the task for which it has
been engaged.


 


“Initial Notes” has the meaning specified in the
recitals to this Indenture.


 


16





















 


“Initial Purchasers” means, collectively, Lehman
Brothers Inc., Citigroup Global Markets Inc. and UBS Securities LLC, as
purchasers of the Initial Notes.


 


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


 


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


 


“Investment Grade Securities” means


 


(1) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents),


 


(2) debt securities or debt
instruments with a rating of BBB- or higher by S&P or Baa3 or higher by
Moody’s or the equivalent of such rating by such rating organization, or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any
other nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries,


 


(3) investments in any fund
that invests exclusively in investments of the type described in clauses (1)
and (2) which fund may also hold immaterial amounts of cash pending investment
and/or distribution, and


 


(4) corresponding
instruments in countries other than the United States customarily utilized for high
quality investments.


 


“Investments” means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of loans (including guarantees), advances or capital contributions (excluding
accounts receivable, trade credit, advances to customers, commission, travel
and similar advances to officers and employees, in each case made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities issued by any other
Person and investments that are required by GAAP to be classified on the
balance sheet (excluding the footnotes) of the Company in the same manner as
the other investments included in this definition to the extent such transactions
involve the transfer of cash or other property. For purposes of the definition
of “Unrestricted Subsidiary” and Section 1009,


 


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


 


17





















 


(x) the Company’s “Investment” in such Subsidiary at the time of such
redesignation less


 


(y) the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at
the time of such redesignation; and


 


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


 


“Issuance Date” means the closing date for the sale
and original issuance of the Notes hereunder.


 


“Letter of Credit Obligations” means
all Obligations in respect of Indebtedness of the Company with respect to
letters of credit issued pursuant to the Senior Credit Facilities which
Indebtedness shall be deemed to consist of


 


(a) the aggregate maximum amount available to be drawn under all such
letters of credit (the determination of such aggregate maximum amount to assume
compliance with all conditions for drawing) and


 


(b) the aggregate amount that has been paid by, and not reimbursed to,
the issuers under such letters of credit.


 


“Lien” means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction; provided that
in no event shall an operating lease be deemed to constitute a Lien.


 


“Management Group” means members of management
listed in the section entitled “Management” in the Offering Memorandum who are
shareholders of the Company on the Issuance Date.


 


“Maturity” means, with respect to any Note, the date
on which any principal of such Note becomes due and payable as therein or
herein provided, whether at the Stated Maturity by declaration of acceleration,
call for redemption or purchase or otherwise.


 


“Moody’s” means Moody’s Investors Service, Inc. and
any successor to its rating agency business.


 


“Net Income” means, with respect to any Person, the
net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends.


 


18





















 


“Net Proceeds” means the aggregate cash proceeds
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale, including, without limitation, any cash received upon the sale or
other disposition of any Designated Noncash Consideration received in any Asset
Sale, net of the direct costs relating to such Asset Sale and the sale or
disposition of such Designated Noncash Consideration, including, without
limitation, legal, accounting and investment banking fees, and brokerage and
sales commissions, any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements), amounts required
to be applied to the repayment of principal, premium, if any, and interest on
Indebtedness required (other than required by clause (i) of the second
paragraph of Section 1017) to be paid as a result of such transaction and any
deduction of appropriate amounts to be provided by the Company as a reserve in
accordance with GAAP against any liabilities associated with the asset disposed
of in such transaction and retained by the Company after such sale or other
disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such
transaction.


 


“Note Register” and “Note Registrar” have the
respective meanings specified in Section 305.


 


“Notes” has the meaning stated in the first recital
of this Indenture and more particularly means any Notes authenticated and
delivered under this Indenture.  The
Initial Notes and the Additional Notes shall be treated as a single class for
all purposes under this Indenture, and unless the context otherwise requires,
all references to the Notes shall include the Initial Notes, any Additional
Notes and the Exchange Notes issued in exchange for the Initial Notes and any
Additional Notes.


 


“Obligations” means any principal, interest,
penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and
banker’s acceptances), damages and other liabilities, and guarantees of payment
of such principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities, payable under the documentation governing any
Indebtedness.


 


“Offer Period” means the period from the date of a
Change of Control until and including the Change of Control Payment Date.


 


“Offering Memorandum” means the Offering Memorandum
dated January 26, 2005 with respect to the offering of the Notes.


 


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


 


“Officers’ Certificate” means a certificate signed
on behalf of the Company by two Officers of the Company, one of whom must be
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company that meets the requirements set
forth in Section 102.


 


19





















 


 “Opinion of
Counsel” means a written opinion of legal counsel, which and who are reasonably
acceptable to, and addressed to the Trustee complying with the requirements of
Section 102. Unless otherwise required by the TIA, such legal counsel may be an
employee of or counsel to the Company or a Guarantor.


 


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


 


(a)           Notes theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;


 


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


 


(c)           Notes, except to the extent
provided in Sections 1302 and 1303, with respect to which the Company has
effected defeasance and/or covenant defeasance as provided in Article Thirteen;
and


 


(d)           Notes paid pursuant to Section
306 and Notes in exchange for or in lieu of which other Notes (including
pursuant to Section 306) have been authenticated and delivered pursuant to this
Indenture, other than any such Notes in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Notes are held by a
bona fide purchaser in whose hands the Notes are valid obligations of the
Company;


 


provided,
however, that in
determining whether the Holders of the requisite principal amount of
Outstanding Notes have given any request, demand, authorization, direction,
consent, notice or waiver hereunder, and for the purpose of making the
calculations required by TIA Section 313, Notes owned by the Company or any
other obligor upon the Notes or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding (provided, that
in connection with any offer by the Company or any obligor to purchase the
Notes, Notes tendered for purchase will be deemed to be Outstanding and held by
the tendering Holder until the date of purchase), except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which a Responsible Officer of the Trustee actually knows to
be so owned shall be so disregarded. Notes so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Affiliate of the Company or such other obligor.


 


“Pari Passu Indebtedness” means


 


(a) with respect to the Notes, Indebtedness which ranks pari passu in right of payment to the
Notes and


 


20





















 


(b) with respect to any Guarantor, Indebtedness that ranks pari passu in right of payment to such
Guarantee of such Guarantor.


 


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


 


“Payment Blockage Notice” has the meaning set forth
in Section 1403 of this Indenture.


 


“Payment Blockage Period” has the meaning set forth
in Section 1403 of this Indenture.


 


“payment default” has the meaning set forth in
Section 1403 of this Indenture.


 


“Permitted Asset Swap” means the concurrent purchase and sale or exchange of
Related Business Assets or a combination or Related Business Assets and cash or
Cash Equivalents between the Company or any of its Restricted Subsidiaries and
another Person; provided, that
any cash or Cash Equivalents received must be applied in accordance with
Section 1017.


 


“Permitted Holders” means Kohlberg Kravis Roberts
& Co. L.P. and Trimaran, each of their respective Affiliates and the
Management Group.


 


“Permitted Investments” means:


 


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


 


(b) any Investment in cash and Cash Equivalents or
Investment Grade Securities;


 


(c) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person that is engaged in a Similar Business if as a result of
such Investment


 


(1)
such Person becomes a Restricted Subsidiary or


 


(2) such Person, in one transaction or a series of related transactions,
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary;


 


(d) any Investment in securities or other assets not constituting cash
or Cash Equivalents and received in connection with an Asset Sale made pursuant
to Section 1017 or any other disposition of assets not constituting an Asset
Sale;


 


(e) any Investment existing on the Issuance Date;


 


(f) advances to employees not in excess of $10.0 million outstanding at
any one time, in the aggregate;


 


21





















 


(g) any Investment acquired by the Company or any of
its Restricted Subsidiaries


 


(1) in exchange for any
other Investment or accounts receivable held by the Company or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or


 


(2) as a result of a foreclosure
by the Company or any of its Restricted Subsidiaries with respect to any
secured Investment or other transfer of title with respect to any secured
Investment in default;


 


(h) Hedging Obligations permitted under clause (x) of paragraph (b) of
Section 1010;


 


(i) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses,
in each case incurred in the ordinary course of business;


 


(j) any Investment in a Similar Business having an aggregate fair
market value, taken together with all other Investments made pursuant to this
clause (j) that are at that time outstanding (without giving effect to the sale
of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
of cash, marketable securities and/or Qualified Proceeds), not to exceed the
greater of (x) $100.0 million or (y) 9% of Total Assets at the time of such
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);


 


(k) Investments the payment for which consists of Equity Interests of
the Company, or any of its direct or indirect parent corporations (exclusive of
Disqualified Stock); provided, however, that
such Equity Interests will not increase the amount available for Restricted
Payments under clause (3) of paragraph (a) of Section 1009;


 


(l) additional Investments having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (l) that are
at that time outstanding (without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash,
marketable securities and/or Qualified Proceeds or distributions made pursuant to
clause (xiv) of paragraph (b) of Section 1009), not to exceed the greater of
(x) $40.0 million or (y) 3.5% of Total Assets at the time of such Investment
(with the fair market value of each Investment being measured at the time made
and without giving effect to subsequent changes in value);


 


(m) Investments relating to any special purpose Wholly Owned Subsidiary
of the Company organized in connection with a Receivables Facility that, in the
good faith determination of the Board of Directors of the Company, are
necessary or advisable to effect such Receivables Facility;


 


(n) guarantees (including Guarantees) of Indebtedness permitted under
Section 1010;


 


22





















 


(o) any transaction to the extent it constitutes an investment that is
permitted and made in accordance with the provisions of the paragraph (b) of
Section 1012, except transactions described under clauses (ii), (vi), (vii) and
(xi) of paragraph (b) thereunder); and


 


(p) Investments consisting of purchases and acquisitions of inventory,
supplies, material or equipment or the licensing or contribution of
intellectual property pursuant to joint marketing arrangements with other
Persons.


 


“Permitted Junior Securities” means:


 


(1) Equity Interests (other than Disqualified Stock) in the Company,
any Guarantor or any direct or indirect parent of the Company; or


 


(2) unsecured debt securities that are subordinated to all Senior
Indebtedness (and any debt securities issued in exchange for Senior
Indebtedness) to substantially the same extent as, or to a greater extent than,
the Notes and the Guarantees are subordinated to Senior Indebtedness under this
Indenture;


 


provided that the term “Permitted Junior Securities”
shall not include any securities distributed pursuant to a plan of
reorganization if the Indebtedness under the Senior Credit Facilities is
treated as part of the same class as the Notes for purposes of such plan of
reorganization.


 


“Permitted Liens” means, with respect to any Person:


 


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


 


(2) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review;


 


(3) Liens for taxes, assessments or other governmental charges not yet
due or payable or subject to penalties for nonpayment or which are being
contested in good faith by appropriate proceedings;


 


(4) Liens in favor of issuers of performance and surety bonds or bid
bonds or with respect to other regulatory requirements or letters of credit
issued pursuant to the request of and for the account of such Person in the
ordinary course of its business;


 


23





















 


(5) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or Liens
incidental, to the conduct of the business of such Person or to the ownership
of its properties which were not incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of
such Person;


 


(6) Liens securing Indebtedness permitted to be incurred under Section
1010(b)(ii) or (xiii)


 


(7) Liens existing on the Issuance Date, including, without limitation,
pursuant to Existing Indebtedness or the Senior Credit Facilities and their
related documentation;


 


(8) Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided,
however, such Liens are not created or incurred in connection with,
or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such
Liens may not extend to any other property owned by the Company or any
Restricted Subsidiary;


 


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


 


(10) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary permitted to
be incurred in accordance with the covenant described under Section 1010
hereof;


 


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


 


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


 


(13) leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of the Company or any of
the Restricted Subsidiaries;


 


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


 


24





















 


(15) Liens in favor of the Company or any Guarantor;


 


(16) Liens on equipment of the Company or any Restricted Subsidiary
granted in the ordinary course of business to the Company’s client at which
such equipment is located;


 


(17) Liens on accounts receivable and related assets incurred in connection
with a Receivables Facility;


 


(18) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancing, refunding, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien
shall be limited to all or part of the same property that secured the original
Lien (plus improvements on such property), and (y) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of
(A) the outstanding principal amount or, if greater, committed amount of the
Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at
the time the original Lien became a Permitted Lien under this Indenture, and
(B) an amount necessary to pay any fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement;


 


(19) deposits made in the ordinary course of business to secure
liability to insurance carriers; and


 


(20) other Liens securing obligations incurred in the ordinary course
of business which obligations do to exceed $25.0 million at any one time
outstanding.


 


For purposes of this definition, the term “Indebtedness”
shall be deemed to include interest on such Indebtedness.


 


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


 


“Predecessor Note” of any particular Note means
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 306 in exchange for a
mutilated security or in lieu of a lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“preferred stock” means any Equity Interest with
preferential rights of payment of dividends or upon liquidation, dissolution,
or winding up.


 


“QIB” means a “Qualified Institutional Buyer” under
Rule 144A.


 


25





















 


“Qualified Proceeds” means assets that are used or
useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any
such assets or Capital Stock shall be determined by the Board of Directors in
good faith.


 


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


 


“Receivables Facility” means one or more receivables
financing facilities, as amended from time to time, pursuant to which the
Company and/or any of its Restricted Subsidiaries sells its accounts receivable
to a Person that is not a Restricted Subsidiary.


 


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


 


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


 


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


 


“Registration Rights Agreement” means the
Registration Rights Agreement dated as of the Issuance Date, among the Company,
the Guarantors and the initial purchasers party thereto.


 


“Regular Record Date” for the interest payable on
any Interest Payment Date means the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.


 


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


 


“Related Business Assets” means assets (other than
cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the
Company or a Restricted Subsidiary in exchange for assets transferred by the
Company or a Restricted Subsidiary shall not be deemed to be Related Business
Assets if they consist of securities of a Person, unless upon receipt of the securities
of such Person, such Person would become a Restricted Subsidiary.


 


“Related Parties” means any Person controlled by a
Permitted Holder, including any partnership or limited liability company of
which a Permitted Holder or its Affiliates is the general partner or managing
member, as the case may be.


 


“Representative” means (a) with respect to the
Senior Credit Facilities, the Bank Agent and (b) with respect to any other
Senior Indebtedness, the indenture trustee or other trustee, agent or representative
for the holders of such Senior Indebtedness.


 


26





















 


“Repurchase Offer” means an offer made by the
Company to purchase all or any portion of a Holder’s Notes pursuant to Sections
1016 and 1017 herein.


 


“Responsible Officer,” when used with respect to the
Trustee, means any vice president, any assistant secretary, any assistant
treasurer, any trust officer or assistant trust officer or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject, and
who shall have direct responsibility for the administration of this Indenture.


 


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


 


“Restricted Subsidiary” means, at any time, any
direct or indirect Subsidiary of the Company that is not then an Unrestricted
Subsidiary; provided, however, that upon the occurrence of an
Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such
Subsidiary shall be included in the definition of “Restricted Subsidiary.”


 


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


 


“S&P” means Standard and Poor’s, a division of
The McGraw-Hill Companies, Inc., and any successor to its rating agency
business.


 


“Securities Act” means the Securities Act of 1933,
as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Senior Credit Facilities” means (i) the credit
agreement entered into in connection with, and on or prior to, the consummation
of the Transactions, including any collateral documents, guarantees, instruments
and agreements executed in connection therewith, in each case as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), restructured, repaid,
refunded, refinanced or otherwise modified from time to time, including any
agreement or indenture extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such
agreement or agreements or indenture or indentures or any successor or
replacement agreement or agreements or indenture or indentures or increasing
the amount loaned or issued thereunder or altering the maturity thereof, among
the Company, certain Subsidiaries of the Company, the financial institutions
named therein, and Citicorp USA, Inc., as Administrative Agent, and (ii)
whether or not the credit agreement referred to in clause (i) remains
outstanding, if designated by the Company to be included in the definition of “Credit
Facilities,” one or more (A) debt facilities or commercial paper facilities,
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to lenders or to special purpose
entities formed to borrow from lenders against such receivables) or letters of
credit, (B) debt securities, indentures or other forms of debt financing
(including convertible or exchangeable debt instruments or bank guarantees or
bankers’ acceptances), or (C) instruments or agreements evidencing any other
Indebtedness, in each case, with the same or different borrowers or issuers
and, in each case, as amended, supplemented, modified, extended, 


 


27





















 


restructured, renewed, refinanced, restated,
replaced or refunded in whole or in part from time to time.


 


“Senior Indebtedness” means (i) the Obligations
under the Senior Credit Facilities and (ii) any other Indebtedness permitted to
be incurred by the Company or any Guarantor under the terms of this Indenture,
unless the instrument under which such Indebtedness is incurred expressly
provides that it is on a parity with or subordinated in right of payment to the
Notes, including, with respect to clauses (i) and (ii), interest accruing
subsequent to the filing of, or which would have accrued but for the filing of,
a petition for bankruptcy, in accordance with and at the rate (including any
rate applicable upon any default or event of default, to the extent lawful)
specified in the documents evidencing or governing such Senior Indebtedness,
whether or not such interest is an allowable claim in such bankruptcy
proceeding. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include (1) any liability for federal, state, local or
other taxes owed or owing by the Company, (2) any obligation of the Company to
any of its Subsidiaries, (3) any accounts payable or trade liabilities arising
in the ordinary course of business (including instruments evidencing such
liabilities) other than obligations in respect of letters of credit under the
Senior Credit Facilities, (4) any Indebtedness that is incurred in violation of
this Indenture, but, as to any such Indebtedness incurred under the Senior
Credit Facilities, no such violation shall be deemed to exist for purposes of
this clause (4) if the holders of such Indebtedness or their representative
shall have received an Officers’ Certificate to the effect that the incurrence
of such Indebtedness does not (or, in the case of a revolving credit facility
thereunder, the incurrence of the entire committed amount thereof at the date
on which the initial borrowing thereunder is made would not) violate this
Indenture, (5) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Company, (6) any Indebtedness, guarantee or obligation of the
Company which is subordinate or junior to any other Indebtedness, guarantee or
obligation of the Company, (7) Indebtedness evidenced by the Notes and (8)
Capital Stock of the Company.


 


“Shelf Registration Statement” means the Shelf
Registration Statement as defined in the Registration Rights Agreement.


 


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


 


“Similar Business” means the business and any
services, activities or businesses incidental or directly related or similar
to, any line of business engaged in by the Company and its Subsidiaries as of
the date of this Indenture or any business activity that is a reasonable
extension, development or expansion thereof or ancillary thereto.


 


“Special Interest” means all liquidated damages then
owing pursuant to the Registration Rights Agreement.


 


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


28





















 


“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, and, when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.


 


“Subordinated Indebtedness” means (a) with respect
to the Notes, any Indebtedness of the Company which is by its terms
subordinated in right of payment to the Notes and (b) with respect to any
Guarantee, any Indebtedness of the applicable Guarantor which is by its terms
subordinated in right of payment to such Guarantee.


 


“Subordinated Note Obligations” means any principal
of, premium, if any, and interest on the Notes payable pursuant to the terms of
the Notes or upon acceleration, together with and including any amounts
received upon the exercise of rights of rescission or other rights of action
(including claims for damages) or otherwise, to the extent relating to the
purchase price of the Notes or amounts corresponding to such principal,
premium, if any, or interest on the Notes.


 


“Subsidiary” means, with respect to any Person, (i)
any corporation, association, or other business entity (other than a
partnership, joint venture or limited liability company) of which more than 50%
of the total voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof and (ii) any partnership,
joint venture, limited liability company or similar entity of which (x) more
than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form
of membership, general, special or limited partnership or otherwise and (y)
such Person or any Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity.


 


“Total Assets” means the total consolidated assets
of the Company and its Restricted Subsidiaries, as shown on the most recent
balance sheet of the Company.


 


“Transaction Agreement” means the Agreement and Plan of Merger dated as of December
24, 2004 by and among the Company, Amber Acquisition Corp., Transportation
Technologies Industries, Inc., the persons listed on Annex I thereto and Andrew
Weller, Jay Bloom and Mark Dalton, as the company stockholders representatives,
as may be amended from time to time.


 


“Transactions” means the transactions contemplated
by the Transaction Agreement, the Notes offered by the Offering Memorandum and
the Senior Credit Facilities as in effect on the Issuance Date.


 


29





















 


“Treasury Rate” means the yield to maturity at the
time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (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 February 1, 2010; provided, however,
that if the period from the Redemption Date to February 1, 2010 is not equal to
the constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to February 1, 2010
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.


 


“Trimaran” means Trimaran Capital Partners, Trimaran
Fund II, LLC, Trimaran Capital, LLC, Trimaran Parallel Fund II, L.P., CIBC
Employee Private Equity Fund (Trimaran) Partners, CIBC Capital Corporation,
Caravelle Investment Fund, L.L.C., Albion Alliance Mezzanine Fund, L.P. and
Albion Alliance Mezzanine Fund II, L.P.


 


“Trust Indenture Act” or “TIA” means the Trust
Indenture Act of 1939 as in force on the date as of which this Indenture was
executed, except as provided in Section 905.


 


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


 


“Unrestricted Subsidiary” means (i) any Subsidiary
of the Company which at the time of determination is an Unrestricted Subsidiary
(as designated by the Board of Directors of the Company, as provided below) and
(ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of
the Company may designate any Subsidiary of the Company (including any existing
Subsidiary and any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Equity Interests of, or owns, or holds any Lien on, any property of, the
Company or any Subsidiary of the Company (other than any Subsidiary of the
Subsidiary to be so designated), provided
that (a) any Unrestricted Subsidiary must be an entity of which shares of the
capital stock or other equity interests (including partnership interests)
entitled to cast at least a majority of the votes that may be cast by all
shares or equity interests having ordinary voting power for the election of
directors or other governing body are owned, directly or indirectly, by the
Company, (b) the Company certifies that such designation complies with the
requirements of Section 1009 and (c) each of (I) the Subsidiary to be so
designated and (II) its Subsidiaries has not at the time of designation, and
does not thereafter, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of the Company or any of
its Restricted Subsidiaries. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving
effect to such designation, (i) the Company could incur at least $1.00 of
additional Indebtedness under paragraph (a) of Section 1010, or (ii) the Fixed
Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be
greater than such ratio for the 


 


30





















 


Company and its Restricted Subsidiaries immediately
prior to such designation, in each case on a pro forma basis taking into
account such designation. Any such designation by the Board of Directors shall
be notified by the Company to the Trustee by promptly filing with the Trustee a
copy of the board resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing
provisions.


 


“Vice President,” when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president.”


 


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


 


“Weighted Average Life to Maturity” means, when
applied to any Indebtedness or Disqualified Stock, as the case may be, at any
date, the quotient obtained by dividing (a) the sum of the products of the
number of years from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness or redemption or similar
payment with respect to such Disqualified Stock multiplied by the amount of
such payment, by (b) the sum of all such payments.


 


“Wholly Owned Restricted Subsidiary” is any Wholly
Owned Subsidiary that is a Restricted Subsidiary.


 


“Wholly Owned Subsidiary” of any Person means a
Subsidiary of such Person 100% of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person and one or more Wholly Owned Subsidiaries of such Person.


 


SECTION
102.                                            COMPLIANCE
CERTIFICATES AND OPINIONS.


 


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


 


Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to Section 1018(a)) shall include:


 


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


 


31





















 


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


 


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


 


SECTION
103.                                            FORM
OF DOCUMENTS DELIVERED TO TRUSTEE.


 


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


 


Any certificate or opinion of an officer of the
Company, any Guarantor or other obligor on the Notes may be based, insofar as
it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Guarantor or
other obligor on the Notes stating that the information with respect to such
factual matters is in the possession of the Company, any Guarantor or other
obligor on the Notes unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


SECTION
104.                                            ACTS
OF HOLDERS.


 


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


 


32





















 


any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 104.


 


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


 


(c)           The principal amount and serial
numbers of Notes held by any Person, and the date of holding the same, shall be
proved by the Note Register.


 


(d)           If the Company shall solicit
from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof
(including in accordance with Section 306) in respect of anything done, omitted
or suffered to be done by the Trustee, any Paying Agent or the Company or any
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Note.


 


SECTION
105.                                            NOTICES,
ETC., TO TRUSTEE, THE COMPANY AND ANY GUARANTOR.


 


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


 


33





















 


(1)           the Trustee by any Holder or by the Company
or any Guarantor or any other obligor on the Notes shall be sufficient for
every purpose hereunder if made, given, furnished or delivered in writing
(which may be via facsimile), to or with the Trustee and received at its
Corporate Trust Office, Attention: Corporate Trust Administration, or


 


(2)           the Company or any Guarantor by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or delivered, in
writing (which may include via facsimile), or mailed, first-class postage
prepaid, or delivered by recognized overnight courier, to the Company or such
Guarantor addressed to it at the address of its principal office specified in
the first paragraph of this Indenture, or at any other address previously
furnished in writing to the Trustee by the Company or such Guarantor.


 


SECTION
106.                                            NOTICE
TO HOLDERS; WAIVER.


 


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


 


In case by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it
shall be impracticable to mail notice of any event to Holders when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice for every purpose hereunder.


 


SECTION
107.                                            EFFECT
OF HEADINGS AND TABLE OF CONTENTS.


 


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


 


SECTION
108.                                            SUCCESSORS
AND ASSIGNS.


 


All covenants and agreements in this Indenture by
the Company shall bind its successors and assigns, whether so expressed or
not.  All agreements of the Trustee in
this Indenture shall bind its successors, whether so expressed or not.  All agreements of each Guarantor in this
Indenture shall bind its successors, whether so expressed or not, except as
otherwise provided in Section 1209 hereof.


 


34





















 


SECTION
109.                                            SEPARABILITY
CLAUSE.


 


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


 


SECTION
110.                                            BENEFITS
OF INDENTURE.


 


Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, (other than the parties hereto, any Agent
and their successors hereunder and each of the Holders and, with respect to any
provisions hereof relating to the subordination of the Notes or the rights of
holders of Senior Indebtedness, the holders of Senior Indebtedness) any benefit
or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION
111.                                            GOVERNING
LAW.


 


THIS INDENTURE, THE NOTES AND ANY GUARANTEE SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
UPON THE ISSUANCE OF THE EXCHANGE NOTES OR THE EFFECTIVENESS OF THE SHELF
REGISTRATION STATEMENT, THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF
THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND
SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.


 


SECTION
112.                                            LEGAL
HOLIDAYS.


 


In any case where any Interest Payment Date, any
date established for payment of Defaulted Interest pursuant to Section 307 or
Redemption Date or Stated Maturity or Maturity of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Notes) payment of principal (or premium, if any) or interest need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or date established
for payment of Defaulted Interest pursuant to Section 307, Redemption Date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date or date
established for payment of Defaulted Interest pursuant to Section 307, Stated
Maturity or Maturity, as the case may be, to the next succeeding Business Day.


 


SECTION
113.                      NO
PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, OR STOCKHOLDERS.


 


No director, officer, employee, incorporator or
stockholders, as such, of the Company or any Guarantor shall have any liability
for any obligations of the Company or such Guarantor under the Notes, this
Indenture or any Guarantee or for any claim based on, in respect of, or by
reason of, such obligations or their creations. Each Holder by accepting a Note
waives and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes. 
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.


 


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SECTION
114.                                            COUNTERPARTS.


 


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


 


ARTICLE TWO



NOTE FORMS


 


SECTION
201.                                            FORMS
GENERALLY.


 


Provisions relating to the Initial Notes, the
Private Exchange Notes and the Exchange Notes are set forth in the
Rule 144A / Regulation S / IAI Appendix attached hereto (the “Appendix”)
which is hereby incorporated in, and expressly made part of, this Indenture.
The Initial Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix which is hereby
incorporated in, and expressly made a part of, this Indenture.  The Exchange Notes, the Private Exchange
Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A, which is hereby incorporated in and expressly made a
part of this Indenture.  The Notes may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in
a form reasonably acceptable to the Company). 
Each Note shall be dated the date of its authentication.  The terms of the Note set forth in the
Appendix and Exhibit A are part of the terms of this Indenture.


 


ARTICLE THREE



THE NOTES


 


SECTION
301.                                            TITLE
AND TERMS.


 


The aggregate principal amount of Notes which may be
authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under
this Indenture are issued in accordance with Sections 303 and 1010 hereof, as
part of the same series as the Initial Notes.


 


The Notes shall be known and designated as the “81⁄2%
Senior Subordinated Notes due 2015” of the Company. The Stated Maturity of the
Notes shall be February 1, 2015, and they shall bear interest at the rate of
81⁄2% per annum, which rate may be increased in the event of a Registration
Default pursuant to the Registration Rights Agreement, from January 31, 2005,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, payable on August 1, 2005 and semi-annually thereafter on
February 1 and August 1 in each year, until the principal thereof is paid in
full and to the Person in whose name the Note (or any predecessor Note) is
registered at the close of business on the January 15 or July 15 next preceding
such interest payment date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months, until the principal thereof is paid or
duly provided for. Interest on any overdue principal, interest (to the extent
lawful) or premium, if any, shall be payable on demand.


 


36





















 


The principal of (and premium, if any) and interest
and Special Interest, if any, on the Notes shall be payable at the office or
agency of the Company maintained for such purpose in The City of New York, or
at such other office or agency of the Company as may be maintained for such
purpose; provided, however, that,
at the option of the Company, payment of interest may be paid by check mailed
to addresses of the Persons entitled thereto as such addresses shall appear on
the Note Register; provided that
all payments of principal, premium, if any, and interest and Special Interest,
if any, with respect to Notes represented by one or more permanent global Notes
registered in the name of or held by the Depositary or its nominee will be made
by wire transfer of immediately available funds to the accounts specified by
the Holders thereof.


 


Holders shall have the right to require the Company
to purchase their Notes, in whole or in part, in the event of a Change of
Control pursuant to Section 1016.


 


The Notes shall be subject to repurchase by the
Company pursuant to an Asset Sale Offer as provided in Section 1017.


 


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


 


The Indebtedness evidenced by the Notes shall be
subordinated in right of payment to Senior Indebtedness as provided in Article
Fourteen.


 


The due and punctual payment of principal of,
premium, if any, and interest on the Notes payable by the Company is
irrevocably unconditionally guaranteed, to the extent set forth herein, by each
of the Guarantors.


 


SECTION
302.                                            DENOMINATIONS.


 


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


 


SECTION
303.                                            EXECUTION,
AUTHENTICATION, DELIVERY AND DATING.


 


The Notes shall be executed on behalf of the Company
by an Officer. The signature of an Officer on the Notes may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Notes.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Notes, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Notes.


 


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On the Issuance Date, the Company shall deliver the
Initial Notes in the aggregate principal amount of $275,000,000 executed by the
Company to the Trustee for authentication, directing the Trustee to
authenticate the Initial Notes and certifying that all conditions precedent to
the issuance of Notes contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Notes. At any time and from time to time after the Issuance Date,
the Company may deliver Additional Notes executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Additional Notes, directing the Trustee to authenticate the
Additional Notes and certifying that the issuance of such Additional Notes is
in compliance with Article Ten hereof and that all other conditions precedent
to the issuance of Notes contained herein have been fully complied with, and
the Trustee in accordance with such Company Order shall authenticate and
deliver such Additional Notes.  On
Company Order, the Trustee shall authenticate for original issue Exchange Notes
in an aggregate principal amount not to exceed $275,000,000 plus the aggregate
amount of any Additional Notes isssued; provided
that such Exchange Notes shall be issuable only upon the valid surrender for
cancellation of Initial Notes and any Additional Notes of a like aggregate principal
amount in accordance with an Exchange Offer pursuant to the Registration Rights
Agreement. In each case, the Trustee shall be entitled to receive an Officers’
Certificate and an Opinion of Counsel of the Company that it may reasonably
request in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Initial Notes, Additional Notes or Exchange Notes is to be
authenticated.


 


Each Note shall be dated the date of its
authentication.


 


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 duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.


 


In case the Company or any Guarantor, pursuant to
Article Eight, shall be consolidated or merged with or into any other Person or
shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which the Company or
such Guarantor shall have been merged, or the Person which shall have received
a conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Notes authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other Notes
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Notes surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Request of the successor Person, shall authenticate and
deliver Notes as specified in such request for the purpose of such exchange. If
Notes shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 303 in exchange or substitution for
or upon registration of transfer of any Notes, such successor Person, at the
option of the Holders but without expense 


 


38





















 


to them, shall provide for the exchange of all Notes
at the time Outstanding for Notes authenticated and delivered in such new name.


 


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes on behalf of the Trustee.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Note Registrar or
Paying Agent to deal with the Company and its Affiliates.


 


SECTION
304.                                            TEMPORARY
NOTES.


 


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


 


If temporary Notes are issued, the Company will
cause definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 1002, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.


 


SECTION
305.                                            REGISTRATION,
REGISTRATION OF TRANSFER AND EXCHANGE.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency designated pursuant to Section 1002 being
herein sometimes referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Note Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Note Register shall be
open to inspection by the Trustee. The Trustee is hereby initially appointed as
security registrar (the Trustee in such capacity, together with any successor
of the Trustee in such capacity, the “Note Registrar”) for the purpose of
registering Notes and transfers of Notes as herein provided.


 


Upon surrender for registration of transfer of any
Note at the office or agency of the Company designated pursuant to Section 1002,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or 


 


39





















 


more new Notes of any authorized denomination or
denominations of a like aggregate principal amount.


 


Furthermore, any Holder of a Global Note shall, by
acceptance of such Global Note, agree that transfers of beneficial interest 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 Note shall be required to be reflected in a book
entry.


 


At the option of the Holder, Notes may be exchanged
for other Notes of any authorized denomination and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange (including an
exchange of Initial Notes for Exchange Notes), the Company shall execute, and
the Trustee shall authenticate and deliver, the Notes which the Holder making
the exchange is entitled to receive; provided
that no exchange of Initial Notes for Exchange Notes shall occur until an
Exchange Offer Registration Statement shall have been declared effective by the
Commission, the Trustee shall have received an Officers’ Certificate confirming
that the Exchange Offer Registration Statement has been declared effective by
the Commission and the Initial Notes to be exchanged for the Exchange Notes
shall be cancelled by the Trustee.


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange or redemption of Notes, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 304, 906, 1016, 1017 or 1108,
not involving any transfer.


 


SECTION
306.                                            MUTILATED,
DESTROYED, LOST AND STOLEN NOTES.


 


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


 


40





















 


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


 


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


 


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


 


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


 


SECTION
307.                                            PAYMENT
OF INTEREST; INTEREST RIGHTS PRESERVED.


 


Interest on any Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however,
that each installment of interest may at the Company’s option be paid by
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 308, to the address of such Person
as it appears in the Note Register, provided
that all payments of principal, premium, if any, and interest with respect to
Notes represented by one or more permanent global Notes registered in the name
of or held by the Depositary or its nominee will be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.


 


Any interest on any Note which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by
virtue of having been such Holder, and such defaulted interest and (to the
extent lawful) interest on such defaulted interest at the rate borne by the
Notes (such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”) shall be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


 


(1)           The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Note 


 


41





















 


and the date (not less than
30 days after such notice) of the proposed payment (the “Special Record Date”),
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the Special Record
Date and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date, and in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given in the manner provided for in Section 106, not
less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so given, such Defaulted Interest shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).


 


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


 


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


 


SECTION
308.                                            PERSONS
DEEMED OWNERS.


 


Prior to the due presentment of a Note for
registration of transfer, the Company, the Trustee and any agent of the
Company, any Guarantor or the Trustee may treat the Person in whose name such
Note is registered as the owner of such Note for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 305 and
307) interest on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and none of the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.


 


SECTION
309.                                            CANCELLATION.


 


All Notes surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by it. If the Company shall acquire any of the Notes other than as set forth in
the preceding sentence, the acquisition shall not operate as a redemption or 


 


42





















 


satisfaction of the Indebtedness represented by such
Notes unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 309. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
unless by Company Order the Company shall direct that cancelled Notes be
returned to it.


 


SECTION
310.                                            COMPUTATION
OF INTEREST.


 


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


 


SECTION
311.                                            CUSIP
NUMBERS.


 


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


 


SECTION
312.                                            ISSUANCE
OF ADDITIONAL NOTES.


 


The Company may, subject to Section 1010 of this
Indenture, issue additional Notes having identical terms and conditions to the
Initial Notes issued on the Issuance Date (the “Additional Notes”); provided, however, that
no Additional Notes may be issued at a price that would cause such Additional
Notes to have “original issue discount” within the meaning of Section 1273 of
the Code. The Initial Notes issued on the Issuance Date and any Additional
Notes subsequently issued shall be treated as a single class for all purposes
under this Indenture.  Exchange Notes
issued in exchange for Initial Notes issued on the Issuance Date and Exchange
Notes issued for any Additional Notes subsequently issued shall be treated as a
single class for all purposes under this Indenture.


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


SECTION
401.                                            SATISFACTION
AND DISCHARGE OF INDENTURE.


 


This Indenture shall upon Company Request cease to
be of further effect (except as set forth in the last paragraph of this Section
and as to surviving rights of registration of transfer or exchange of Notes
expressly provided for herein or pursuant hereto) and the Trustee, 


 


43





















 


at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when


 


(1)           either


 


(a)           all such Notes theretofore authenticated and
delivered (other than (i) Notes which have been lost, stolen or destroyed and
which have been replaced or paid as provided in Section 306 and (ii) Notes for
whose payment money has theretofore been deposited in trust with the Trustee or
any Paying Agent or segregated and held in trust by the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(b)           all such Notes not theretofore delivered to
the Trustee for cancellation


 


(i)            have become due and payable by reason of the
making of a notice of redemption or otherwise; or


 


(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,


 


and the Company or any
Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for such
purpose solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient in the opinion of a nationally recognized investment
bank, appraisal firm, or firm of independent public accountants, without
consideration of any reinvestment of interest to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Trustee for cancellation, for
principal of (and premium, if any) and interest to the date of such deposit (in
the case of Notes which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;


 


(2)           no Default or Event of Default (other than
resulting from borrowing funds to be applied to make such deposit) with respect
to this Indenture or the Notes shall have occurred and be continuing on the
date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other debt instrument or material agreement to which the Company or
any Guarantor is a party or by which it is bound;


 


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


 


44





















 


(4)           the Company has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the payment of
such Notes at the Stated Maturity or the Redemption Date, as the case may be;
and


 


(5)           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 the satisfaction and
discharge of this Indenture have been satisfied.


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 606
and, if money shall have been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive such satisfaction and
discharge.


 


SECTION
402.                                            APPLICATION
OF TRUST MONEY.


 


Subject to the provisions of the last paragraph of
Section 1003, all money or Government Securities deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
or Governmental Securities has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply
any money or Government Securities in accordance with Section 401 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 401; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


 


ARTICLE FIVE



REMEDIES


 


SECTION
501.                                            EVENTS
OF DEFAULT.


 


“Event of Default,” wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be occasioned by the provisions of Article Fourteen or be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


45





















 


(i)            default in payment when due and payable, upon
redemption, acceleration or otherwise, of principal or premium, if any, on the
Notes whether or not such payment shall be prohibited by Article Fourteen
hereof or Section 1204;


 


(ii)           default for 30 days or more in the payment
when due of interest with respect to the Notes whether or not such payment
shall be prohibited by Article Fourteen hereof or Section 1204;


 


(iii)          default in the performance, or breach, of any
covenant, warranty or other agreement of the Company or any Guarantor contained
in this Indenture or any Guarantee under this Indenture (other than a default
in the performance, or breach, of a covenant, warranty or agreement which is
specifically dealt with in clauses (i) or (ii) of this Section 501) and
continuance of such default or breach for a period of 30 days after written
notice shall have been given to the Company or such Guarantor by the Trustee or
to the Company or such Guarantor and the Trustee by the Holders of at least 30%
in aggregate principal amount of the Notes then Outstanding;


 


(iv)          default under any mortgage, indenture or
instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries (other than Indebtedness owed to the Company
or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists
or is created after the Issuance Date, if both (A) such default either (1)
results from the failure to pay any such Indebtedness at its stated final
maturity (after giving effect to any applicable grace periods) or (2) relates
to an obligation other than the obligation to pay principal of any such
Indebtedness at its stated final maturity and results in the holder or holders
of such Indebtedness causing such Indebtedness to become due prior to its
stated maturity and (B) the principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at stated final maturity (after giving effect to any
applicable grace periods), or the maturity of which has been so accelerated,
aggregate $40.0 million or more at any one time outstanding;


 


(v)           failure by the Company or any of its
Significant Subsidiaries to pay final judgments aggregating in excess of $40.0
million, which final judgments remain unpaid, undischarged and unstayed for a
period of more than 60 days after such judgment becomes final, and in the event
such judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly
stayed;


 


(vi)          the Company or any of its Significant
Subsidiaries pursuant to or within the meaning of Federal Bankruptcy Code: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for all or substantially all of its property; (D) makes a general
assignment for the benefit of its creditors, or (E) admits in writing that it
is generally not paying its debts (other than debts which are the subject of a
bona fide dispute) as they become due;


 


46





















 


(vii)         a court of competent jurisdiction enters an
order or decree under any Federal Bankruptcy Code that remains unstayed and in
effect for 60 days and: (A) is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case; (B) appoints a Custodian of
the Company or any of its Significant Subsidiaries or for all or substantially
all of the property of the Company or any of its Significant Subsidiaries; or
(C) orders the liquidation of the Company or any of its Significant Subsidiaries;
provided that clauses (A), (B) and (C) shall not apply to an Unrestricted
Subsidiary, unless such action or proceeding has a material adverse effect on
the interests of the Company or any Restricted Subsidiary; or


 


(viii)        the Guarantee of any Significant Subsidiary
shall for any reason cease to be in full force and effect or is declared null
and void or any Responsible Officer of any Guarantor that is a Significant
Subsidiary, as the case may be, denies that it has any further liability under
its Guarantee or gives notice to such effect (other than by reason of the
termination of this Indenture or the release of any such Guarantee in
accordance with this Indenture).


 


SECTION
502.                                            ACCELERATION
OF MATURITY; RESCISSION AND ANNULMENT.


 


If an Event of Default (other than by reason of an
Event of Default specified in Section 501(vi) or 501(vii)) occurs and is
continuing, the Trustee or the Holders of at least 30% in principal amount of
the Notes Outstanding may declare the principal (and premium, if any), interest
and any other monetary obligations on all the then outstanding Notes to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders); provided,
however, that, so long as any Indebtedness permitted to be incurred
under this Indenture as part of the Senior Credit Facilities shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
acceleration of any such Indebtedness under the Senior Credit Facilities or
(ii) five Business Days after the giving of written notice to the Company and
the Bank Agent of such acceleration. Upon the effectiveness of such
declaration, such principal and interest will be due and payable
immediately.  Notwithstanding the
foregoing, in the case of an Event of Default specified in Section 501(vi) or
501(vii) occurs and is continuing, then the principal amount of all the Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.


 


At any time after a declaration of acceleration has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in aggregate principal amount of the Notes Outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


(1)           the Company has paid or deposited with the
Trustee a sum sufficient to pay,


 


(A)          all overdue interest on all Outstanding
Notes,


 


47





















 


(B)           all unpaid principal of (and premium, if any,
on) any Outstanding Notes which has become due otherwise than by such
declaration of acceleration, and interest on such unpaid principal and premium
at the rate borne by the Notes (for purposes of this clause (B) without
duplication to amounts to be paid or deposited under clause (A) above),


 


(C)           to the extent that payment of such interest
is lawful, interest on overdue interest at the rate borne by the Notes, and


 


(D)          all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and


 


(2)           all Events of Default, other than the non-payment
of amounts of principal of (or premium, if any, on) or interest on Notes which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513;


 


(3)           if the rescission would not conflict with any
judgment or decree; and


 


(4)           in the event of the cure or waiver of an
Event of Default specified in clause (iv) of Section 501, the Trustee shall
have received an Officers’ Certificate and, if appropriate, an Opinion of
Counsel that such Event of Default has been cured or waived.


 


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


 


Upon a determination by the Company that the Senior
Credit Facilities are no longer in effect, the Company shall promptly give to
the Trustee written notice thereof, which notice shall be countersigned by the
Bank Agent. Unless and until the Trustee shall have received such written
notice with respect to the Senior Credit Facilities, the Trustee, subject to
the TIA Sections 315(a) through 315(d), shall be entitled in all respects to
assume that the Senior Credit Facilities are in effect (unless a Responsible
Officer of the Trustee shall have knowledge to the contrary).


 


SECTION 503.                                       COLLECTION
OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.


 


If an Event of Default specified in Section 501(i)
or 501(ii) occurs and is continuing, the Trustee, in its own name as trustee of
an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any Guarantor (in
accordance with the applicable Guarantee) or any other obligor upon the Notes
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company, any Guarantor or any other obligor
upon the Notes, wherever situated.


 


If an Event of Default occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders under this Indenture or any Guarantee by such appropriate
judicial proceedings as the Trustee shall deem most effectual to 


 


48





















 


protect and enforce any such rights, including,
seeking recourse against any Guarantor pursuant to the terms of any Guarantee,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy including, without limitation, seeking recourse against
any Guarantor pursuant to the terms of a Guarantee, or to enforce any other
proper remedy, subject however to Section 513. No recovery of any such judgment
upon any property of the Company or any Guarantor shall affect or impair any
rights, powers or remedies of the Trustee or the Holders.


 


SECTION
504.                                            TRUSTEE
MAY FILE PROOFS OF CLAIM.


 


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


 


(i)            to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Notes, to take such other actions (including participating as a
member, voting or otherwise, of any official committee of creditors appointed
in such matter) and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


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


 


and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 607.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may,
on behalf of such Holders, vote for the election of a trustee in bankruptcy or
other similar official.


 


SECTION
505.                                            TRUSTEE
MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.


 


All rights of action and claims under this
Indenture, the Notes or the Guarantees may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the 


 


49





















 


production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has
been recovered.


 


SECTION
506.                                            APPLICATION
OF MONEY COLLECTED.


 


Subject to Article Fourteen and Section 1204, any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee under Section 607;


 


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


 


THIRD: The balance, if any,
to the Person or Persons entitled thereto, including the Company or any other
obligor on the Notes, as their interests may appear or as a court of competent
jurisdiction may direct, provided that
all sums due and owing to the Holders and the Trustee have been paid in full as
required by this Indenture.


 


SECTION
507.                                            LIMITATION
ON SUITS.


 


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


 


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


 


(2)           the Holders of not less than 30% in principal
amount of the Outstanding Notes shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


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


 


(4)           the Trustee for 30 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such
proceeding; and


 


50





















 


(5)                                  no direction inconsistent with such written
request has been given to the Trustee during such 30-day period by the Holders
of a majority or more in principal amount of the Outstanding Notes;


 


it being understood and
intended that no one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture, any
Note or any Guarantee to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, any Note or any
Guarantee, except in the manner herein provided and for the equal and ratable
benefit of all the Holders (it being further understood that the Trustee does
not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).


 


SECTION 508.                                       UNCONDITIONAL
RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if
applicable, Article Eleven) and in such Note of the principal of (and premium,
if any) and (subject to Section 307) interest on such Note on the respective
Stated Maturities expressed in such Note (or, in the case of redemption or
repurchase, on the Redemption Date or repurchase) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


SECTION 509.                                       RESTORATION
OF RIGHTS AND REMEDIES.


 


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


 


SECTION 510.                                       RIGHTS
AND REMEDIES CUMULATIVE.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


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SECTION
511.                                            DELAY
OR OMISSION NOT WAIVER.


 


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


 


SECTION
512.                                            CONTROL
BY HOLDERS.


 


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


 


(1)                                  such direction shall not be in conflict with
any rule of law or with this Indenture or any Guarantee,


 


(2)                                  the Trustee need not take any action which
might involve it in personal liability or be unjustly prejudicial to the
Holders not consenting; and


 


(3)                                  subject to the provisions of Section 315 of
the Trust Indenture Act, the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.


 


SECTION
513.                                            WAIVER
OF PAST DEFAULTS.


 


Subject to Sections 508 and 902, the Holders of a
majority in aggregate principal amount of the Outstanding Notes (including
consents obtained in connection with a purchase of or tender offer or exchange
offer for the Notes) may on behalf of the Holders of all the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
or any Guarantee except a continuing Default or Event of Default in the payment
of interest on, premium, if any, or the principal of, any such Note held by a
non-consenting Holder, or in respect of a covenant or a provision which cannot
be amended or modified without the consent of all Holders.


 


In the event that any Event of Default specified in
Section 501(iv) shall have occurred and be continuing, such Event of Default
and all consequences thereof (including without limitation any acceleration or
resulting payment default) shall be annulled, waived and rescinded,
automatically and without any action by the Trustee or the Holders, if within
20 days after such Event of Default arose (x) the Indebtedness or guarantee
that is the basis for such Event of Default has been discharged, or (y) the
holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default, or (z) if the default
that is the basis for such Event of Default has been cured.


 


Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no 


 


52





















 


such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.


 


SECTION
514.                                            WAIVER
OF STAY OR EXTENSION LAWS.


 


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


 


SECTION
515.                                            UNDERTAKING
FOR COSTS.


 


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


 


ARTICLE SIX



THE TRUSTEE


 


SECTION
601.                                            CERTAIN
DUTIES AND RESPONSIBILITIES.


 


(a)                                  Except
during the continuance of a Default or an Event of Default,


 


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


 


(2)                                  in the absence of bad faith or willful
misconduct on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions which by any provision hereof are required to be
delivered to the Trustee, furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions, the 


 


53





















 


Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture, but not to verify the contents thereof.


 


(b)                                 In
case a Default or an Event of Default has occurred and is continuing of which a
Responsible Officer of the Trustee has actual knowledge or of which written
notice of such Default or Event of Default shall have been given to the Trustee
by the Company, any other obligor of the Notes or by any Holder, 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 circumstances in the conduct of such
person’s own affairs.


 


(c)                                  No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, EXCEPT that


 


(1)                                  this paragraph (c) shall not be construed to
limit the effect of paragraph (a) of this Section;


 


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


 


(3)                                  the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate principal amount of
the Outstanding Notes relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture; and


 


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


 


(d)                                 Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


 


SECTION
602.                                            NOTICE
OF DEFAULTS.


 


Within 60 days after the occurrence of any Default
hereunder, the Trustee shall transmit in the manner and to the extent provided
in TIA Section 313(c), notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in
the payment of the principal of (or premium, if any) or interest on any Note,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders; and provided further that in the case of any
Default of the character 


 


54





















 


specified in Section 501(iii) no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.


 


SECTION
603.                                            CERTAIN
RIGHTS OF TRUSTEE.


 


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


 


(b)                                 Subject
to the provisions of TIA Sections 315(a) through 315(d):


 


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


 


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


 


(3)                                  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, request and conclusively rely upon an
Officers’ Certificate;


 


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


 


(5)                                  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 it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


 


(6)                                  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 shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;


 


55





















 


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


 


(8)                                  the Trustee shall not be liable for any
action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.


 


(c)                                  The
Trustee shall not be required to expend or risk its own funds or otherwise
incur any liability, financial or otherwise, in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(d)                                 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.


 


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


 


(f)                                    The
Trustee may make a written request that the Company deliver to the Trustee
within five Business Days a certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture.


 


SECTION
604.                                            TRUSTEE
NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.


 


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


 


SECTION
605.                                            MAY
HOLD NOTES.


 


The Trustee, any Paying Agent, any Note Registrar,
any Authenticating Agent or any other agent of the Company or of the Trustee,
in its individual or any other capacity, may 


 


56





















 


become the owner or pledgee of Notes and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Note Registrar,
Authenticating Agent or such other agent.


 


SECTION
606.                                            MONEY
HELD IN TRUST.


 


All moneys received by the Trustee shall, until used
or applied as herein provided, be held in trust hereunder for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.


 


SECTION
607.                                            COMPENSATION
AND REIMBURSEMENT.


 


(1)                                  The Company agrees to pay to the Trustee from
time to time such reasonable compensation as shall be agreed to in writing
between the Company and the Trustee for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


 


(2)                                  The Company agrees, except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel and
costs and expenses of collection), except any such expense, disbursement or
advance as may be attributable to its willful misconduct, negligence or bad
faith; and


 


(3)                                  The Company and the Guarantors, jointly and
severally, agree to indemnify each of the Trustee or any predecessor Trustee
(and their respective directors, officers, employees and agents) for, and to
hold it harmless against, any and all loss, damage, claim, liability or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred without willful misconduct, negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the reasonable costs and expenses of defending itself against
any claim (regardless of whether such claim is asserted by the Company, a
Guarantor, a Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


 


The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the Holders
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (and premium, if any) or
interest on particular Notes.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 501(vi) or
(vii), the expenses (including the reasonable charges 


 


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and expenses of its counsel) of and the compensation
for such services are intended to constitute expenses of administration under
any applicable federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall survive the
termination of this Indenture.


 


SECTION
608.                                            CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall be at all times a Trustee hereunder
which shall be eligible to act as Trustee under TIA Section 310(a), and which
shall have an office in The City of New York and shall have a combined capital
and surplus of at least $100,000,000 (or in the case of a corporation included
in a bank holding company system, the related bank holding company shall have a
combined capital and surplus of at least $100,000,000). If the Trustee does not
have an office in The City of New York, the Trustee may appoint an agent in The
City of New York reasonably acceptable to the Company to conduct any activities
which the Trustee may be required under this Indenture to conduct in The City
of New York. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of federal, state, territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section 608, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 608, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.


 


SECTION
609.                                            RESIGNATION
AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a)                                  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of this Section.


 


(b)                                 The
Trustee may resign at any time by giving written notice thereof to the Company.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument executed by authority of the Board of
Directors, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor trustee. If an instrument of acceptance required by this
Section shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may, at the expense
of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(c)                                  The
Trustee may be removed at any time by Act of the Holders of not less than a
majority in principal amount of the Outstanding Notes, delivered to the Trustee
and to the Company.


 


(d)                                 If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of removal, the
Trustee 


 


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being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


(e)                                  If at
any time:


 


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


 


(2)                                  the Trustee shall cease to be eligible under
Section 608 and shall fail to resign after written request therefor by the
Company or by any Holder who has been a bona fide Holder for at least six
months, or


 


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


 


then, in any such case, (i) the Company, by a Board
Resolution, may remove the Trustee, or (ii) subject to TIA Section 315(e),
any Holder who has been a bona fide Holder for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(f)                                    If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(g)                                 The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee to the Holders in the manner
provided for in Section 106. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


SECTION
610.                                            ACCEPTANCE
OF APPOINTMENT BY SUCCESSOR.


 


Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the 


 


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successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


SECTION
611.                                            MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


 


Any corporation or national association into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation or national association resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation or
national association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national association shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Notes
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes. In case at that time any of the Notes shall not have
been authenticated, any successor Trustee may authenticate such Notes either in
the name of any predecessor hereunder or in the name of the successor Trustee.
In all such cases such certificates shall have the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee
shall have; provided, however,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Notes in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or
consolidation.


 


ARTICLE SEVEN



HOLDERS LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


SECTION
701.                                            COMPANY
TO FURNISH TRUSTEE NAMES AND ADDRESSES.


 


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


 


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


 


(b)                                 at
such other times as the Trustee may reasonably request in writing, within 30
days after receipt by the Company of any such request, a list of similar form
and 


 


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content to that in Subsection (a)
hereof as of a date not more than 15 days prior to the time such list is
furnished;


 


provided,
however that if and
so long as the Trustee shall be the Note Registrar, no such list need be
furnished.


 


SECTION
702.                                            DISCLOSURE
OF NAMES AND ADDRESSES OF HOLDERS.


 


Every Holder, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).


 


SECTION
703.                                            REPORTS
BY TRUSTEE.


 


Within 60 days after May 15 of each year commencing
with May 15, 2005, the Trustee shall transmit to the Holders, in the manner and
to the extent provided in TIA Section 313(c), a brief report dated as of such
January 31 if required by TIA Section 313(a).


 


ARTICLE EIGHT



MERGER, CONSOLIDATION, OR
SALE OF ASSETS


 


SECTION
801.                                            COMPANY
MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.


 


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


 


(i)                                     the Company is the surviving corporation or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation organized
or existing under the laws of the United States, any state thereof, the
District of Columbia, or any territory thereof (the Company or such Person, as
the case may be, being herein called the “Successor Company”);


 


(ii)                                  the Successor Company (if other than the
Company) expressly assumes all the obligations of the Company under this
Indenture and the Notes pursuant to a supplemental indenture or other documents
or instruments in form reasonably satisfactory to the Trustee;


 


(iii)                               immediately after such transaction, no
Default or Event of Default exists;


 


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(iv)                              immediately after giving pro forma effect to
such transaction, as if such transaction had occurred at the beginning of the
applicable four-quarter period, (A) the Successor Company would be permitted to
incur at least $1.00 of additional Indebtedness under paragraph (a) of Section
1010, or (B) the Fixed Charge Coverage Ratio for the Successor Company and its
Restricted Subsidiaries would be greater than such Ratio for the Company and
its Restricted Subsidiaries immediately prior to such transaction;


 


(v)                                 each Guarantor, unless it is the other party
to the transactions described above, in which case clause (ii) shall apply,
shall have by supplemental indenture confirmed that its Guarantee shall apply
to such Person’s obligations under this Indenture and the Notes; and


 


(vi)                              the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with the requirements of this Indenture.


 


Notwithstanding the foregoing clauses (iii) and
(iv), (a) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and (b) the
Company may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another State of the United States so long as
the amount of Indebtedness of the Company and its Restricted Subsidiaries is
not increased thereby.


 


SECTION
802.                                            GUARANTORS
MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.


 


Subject
to Section 1209, each Guarantor shall not, and the Company shall not permit a
Guarantor to, consolidate or merge with or into or wind up into (whether or not
such Guarantor is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets, in one or more related transactions to, any Person, unless at the time
and after giving effect:


 


(A)  (i) 
such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation organized or existing under the laws of
the United States, any State thereof, the District of Columbia, or any
territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Guarantor”);


 


(ii)                                  the Successor Guarantor (if other than such
Guarantor) expressly assumes all the obligations of such Guarantor hereunder
and under such Guarantor’s Guarantee pursuant to a supplemental indenture or
other documents or instruments in form reasonably satisfactory to the Trustee;


 


(iii)                               immediately after such transaction, no
Default or Event of Default exists; and


 


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


 


(B)                                the transaction is made in compliance with
Section 1017.


 


Subject to Section 1209 hereof, the Successor
Guarantor shall succeed to, and be substituted for, such Guarantor under this
Indenture and such Guarantor’s Guarantee. 
Notwithstanding the foregoing, any Guarantor may merge into or transfer
all or part of its properties and assets to another Guarantor or the Company.


 


SECTION
803.                                            SUCCESSOR
SUBSTITUTED.


 


Upon any consolidation or merger, or any sale,
assignment, conveyance, transfer, lease or disposition of all or substantially
all of the assets of the Company or any Guarantor in accordance with
Sections 801 and 802 hereof, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be,
is merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made, shall succeed to, and be substituted
for, and may exercise every right and power of, the Company or such Guarantor,
as the case may be, under this Indenture or the Guarantees, as the case may be,
with the same effect as if such successor Person had been named as the Company
or such Guarantor, as the case may be, herein or the Guarantees, as the case
may be. When a successor Person assumes all obligations of its predecessor
hereunder, the Notes or the Guarantees, as the case may be, such predecessor
shall be released from all obligations; provided that
in the event of a transfer or lease, the predecessor shall not be released from
the payment of principal and interest or other obligations on the Notes or the
Guarantees, as the case may be.


 


ARTICLE NINE



SUPPLEMENTS AND AMENDMENTS
TO INDENTURE


 


SECTION
901.                                            SUPPLEMENTAL
INDENTURES WITHOUT CONSENT OF HOLDERS.


 


Without the consent of any Holder, the Company, the
Guarantors (with respect to a Guarantee or this Indenture to which it is a
party), when authorized by Board Resolutions of their respective Board of
Directors, and the Trustee, at any time and from time to time, may amend or
supplement this Indenture, any Guarantee or the Notes, in form satisfactory to
the Trustee, for any of the following purposes:


 


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


 


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


 


(3)                                  to comply with Article Eight hereof;


 


63





















 


(4)                                  to provide for the assumption of the Company’s
or any Guarantor’s obligations to Holders of such Notes;


 


(5)                                  to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the legal rights hereunder of any such Holder;


 


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


 


(7)                                  to comply with requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act;


 


(8)                                  to evidence and provide for the acceptance
and appointment hereunder of a successor Trustee pursuant to the requirements
of Section 610;


 


(9)                                  to provide for the issuance of Exchange Notes
or private exchange notes, which are identical to Exchange Notes except that
they are not freely transferable;


 


(10)                            to add a Guarantor hereunder; or


 


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


 


SECTION
902.                                            SUPPLEMENTAL
INDENTURES WITH CONSENT OF HOLDERS.


 


With the consent of the Holders of at least a
majority in principal amount of the Outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, tender offer or
exchange offer, for Notes), by Act of said Holders delivered to the Company and
the Trustee, the Company, any Guarantor (with respect to any Guarantee or this
Indenture to which it is a party) when authorized by a Board Resolution of
their respective Board of Directors, and the Trustee may amend or supplement
this Indenture, any Guarantee or the Notes for the purpose of adding any
provisions hereto or thereto, changing in any manner or eliminating any of the
provisions hereunder or thereunder or of modifying in any manner the rights of
the Holders hereunder or thereunder and any existing Default or Event of
Default or compliance with any provision of this Indenture or the Notes may be
waived with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes, other than Notes beneficially owned by the
Company or its Affiliates (including consents obtained in connection with the
purchase of or tender offer or exchange offer for Notes); provided, however, that no such amendment,
supplement or waiver shall, without the consent of the Holder of each
Outstanding Note affected thereby (with respect to any Notes held by a
nonconsenting Holder):


 


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


 


64





















 


(2)                                  reduce the principal of or change or have the
effect of changing the Stated Maturity of any Note or alter or waive the
provisions with respect to the redemption of the Notes (other than Sections
1016 and 1017 and the defined terms used therein); or


 


(3)                                  reduce the rate of or change or have the
effect of changing the time for payment of interest on any Note; or


 


(4)                                  waive a Default or Event of Default in the
payment of principal of or premium, if any, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the Notes Outstanding and a waiver of the
payment default that resulted from the acceleration), or in respect of a
covenant or provision contained in the Indenture or any Guarantee which cannot
be amended or modified without the consent of all Holders; or


 


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


 


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


 


(7)                                  make any change in the foregoing amendment
and waiver provisions; or


 


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


 


(9)                                  make any change in the subordination
provisions of this Indenture that would adversely affect the Holders.


 


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


 


SECTION
903.                                            EXECUTION
OF SUPPLEMENTAL INDENTURES.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


SECTION
904.                                            EFFECT
OF SUPPLEMENTAL INDENTURES.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form 


 


65





















 


a part of this Indenture for all purposes; and every
Holder theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby (except as provided in Section 902).


 


SECTION
905.                                            CONFORMITY
WITH TRUST INDENTURE ACT.


 


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


 


SECTION
906.                                            REFERENCE
IN NOTES TO SUPPLEMENTAL INDENTURES.


 


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


 


SECTION
907.                                            NOTICE
OF SUPPLEMENTAL INDENTURES.


 


Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the provisions of Section
902, the Company shall give notice thereof to the Holders of each Outstanding
Note affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture.


 


SECTION
908.                                            EFFECT
ON SENIOR INDEBTEDNESS.


 


No supplemental indenture shall adversely affect the
rights of any holders of Senior Indebtedness under Article Fourteen unless the
requisite holders of each issue of Senior Indebtedness affected thereby shall
have consented to such supplemental indenture.


 


ARTICLE TEN



COVENANTS


 


SECTION
1001.                                      PAYMENT
OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.


 


The Company covenants and agrees for the benefit of
the Holders that it will duly and punctually pay the principal of (and premium,
if any) and interest and Special Interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture.


 


SECTION
1002.                                      MAINTENANCE
OF OFFICE OR AGENCY.


 


The Company will maintain in The City of New York,
an office or agency where Notes may be presented or surrendered for payment,
where Notes may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The designated office of the Trustee shall 


 


66





















 


be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or
more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


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


 


SECTION
1003.                                      MONEY
FOR NOTE PAYMENTS TO BE HELD IN TRUST.


 


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


 


Whenever the Company shall have one or more Paying
Agents for the Notes, it will, on or before each due date of the principal of
(or premium, if any) or interest on any Notes, deposit with a Paying Agent a
sum in same day funds (or New York Clearing House funds if such deposit is made
prior to the date on which such deposit is required to be made) sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of such action or any failure to so act.


 


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


 


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


 


(2)                                  give the Trustee notice of any default by the
Company (or any other obligor upon the Notes) in the making of any payment of
principal (and premium, if any) or interest; and


 


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(3)                                  at any time during the continuance of any
such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


 


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


 


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


 


SECTION
1004.                                      CORPORATE
EXISTENCE.


 


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


 


SECTION
1005.                                      PAYMENT
OF TAXES AND OTHER CLAIMS.


 


The Company will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (a) all material
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary and (b) all lawful claims for labor, materials and supplies, which,
if unpaid, might by law become a material liability or lien upon the property
of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose 


 


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amount, applicability or validity is being contested
in good faith by appropriate proceedings and for which appropriate reserves, if
necessary (in the good faith judgment of management of the Company) are being
maintained in accordance with GAAP.


 


SECTION
1006.                                      MAINTENANCE
OF PROPERTIES.


 


The Company will cause all material properties owned
by the Company or any Restricted Subsidiary or used or held for use in the
conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in normal condition, repair and working order and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly conducted
at all times; provided, however,
that nothing in this Section shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Restricted Subsidiary and not
adverse in any material respect to the Holders.


 


SECTION
1007.                                      INSURANCE.


 


To the extent available at commercially reasonable
rates, the Company will maintain, and will cause its Subsidiaries to maintain,
insurance with responsible carriers against such risks and in such amounts, and
with such deductibles, retentions, self-insured amounts and co-insurance
provisions, as are customarily carried by similar businesses, of similar size,
including professional and general liability, property and casualty loss,
workers’ compensation and interruption of business insurance.


 


SECTION
1008.                                      COMPLIANCE
WITH LAWS.


 


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


 


SECTION
1009.                                      LIMITATION
ON RESTRICTED PAYMENTS.


 


(a)                                  The
Company will not, and will not permit any Restricted Subsidiaries, directly or
indirectly, to take any of the following actions:


 


(i)                                     declare or pay any dividend or make any
distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests, including any dividend or distribution payable in connection
with any merger or consolidation (other than (A) dividends or distributions by
the Company payable in Equity Interests (other than Disqualified Stock) of the
Company or in options, warrants or other rights to purchase such Equity
Interests or (B) dividends or distributions by a Restricted Subsidiary so long
as, in the case of any dividend or distribution payable on or in respect of any
class or 


 


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series of securities issued
by a Subsidiary other than a Wholly Owned Subsidiary, the Company or a
Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of
securities);


 


(ii)                                  purchase, redeem, defease or otherwise
acquire or retire for value any Equity Interests of the Company or any direct
or indirect parent of the Company, including in connection with any merger or
consolidation;


 


(iii)                               make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any
Subordinated Indebtedness (other than (x) Indebtedness permitted under the
covenants described in clauses (vii) and (viii) paragraph (b) the under Section
1010 or (y) the purchase, repurchase or other acquisition of Subordinated
Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case, due within one year of
the date of purchase, repurchase or acquistion); or


 


(iv)                              make any Restricted Investment


 


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


 


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


 


(2)                                  immediately after giving effect to such
transaction on a pro forma basis, the Company could incur $1.00 of additional
Indebtedness under paragraph (a) of Section 1010; and


 


(3)                                  such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after the Issuance Date (including Restricted Payments
permitted by clauses (i), (ii) (with respect to the payment of dividends on
Refunding Capital Stock pursuant to clause (b) thereof), (iv) (only to the
extent that amounts paid pursuant to such clause are greater than amounts that
would have been paid pursuant to such clause if $5.0 million and $10.0 million
were substituted in such clause for $10.0 million and $20.0 million, respectively),
(v), (vi)(A) and (C) and (ix) of the paragraph (b) of this Section 1009, but
excluding all other Restricted Payments permitted by paragraph (b) of this
Section 1009), is less than the sum of:


 


(A)                            50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the fiscal quarter
that first begins after the Issuance Date to the end of the Company’s most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, in the case such
Consolidated Net Income for such period is a deficit, minus 100% of such
deficit), plus


 


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(B)                              100% of the aggregate net cash proceeds and
the fair market value, as determined in good faith by the Board of Directors of
the Company, of marketable securities and Qualified Proceeds received by the
Company since immediately after the Issuance Date (other than net cash proceeds
to the extent such net cash proceeds have been used to incur Indebtedness,
Disqualified Stock or preferred stock pursuant to Section 1010(b)(xiii) from
the issue or sale of (x) Equity Interests of the Company (including Retired
Capital Stock (as defined below), but excluding cash proceeds and the fair market
value, as determined in good faith by the Board of Directors of the Company, of
marketable securities and Qualified Proceeds received from the sale of (a)
Equity Interests to members of management, directors or consultants of the
Company, any direct or indirect parent corporation of the Company and the
Company’s Subsidiaries after the Issuance Date to the extent such amounts have
been applied to Restricted Payments in accordance with clause (iv) of the next
succeeding paragraph, and (b) Designated Preferred Stock) and to the extent
actually contributed to the Company, Equity Interests of the Company’s direct
or indirect parent corporations (excluding contributions of the proceeds from
the sale of Designated Preferred Stock of such corporation) or (y) debt
securities of the Company that have been converted into such Equity Interests
of the Company; provided, however,
that this clause (B) shall not include the proceeds from (a) Refunding Capital
Stock (as defined below), (b) Equity Interests or convertible debt securities
of the Company sold to a Restricted Subsidiary or the Company, as the case may
be, (c) Disqualified Stock or debt securities that have been converted into
Disqualified Stock or (d) Excluded Contributions, plus


 


(C)                              100% of the aggregate amount of cash, and the
fair market value, as determined in good faith by the Board of Directors of the
Company, of marketable securities and Qualified Proceeds contributed to the
capital of the Company following the Issuance Date (other than net cash proceeds
to the extent such net cash proceeds have been used to incur Indebtedness,
Disqualified Stock or preferred stock pursuant to Section 1010(b)(xiii) (other
than by a Restricted Subsidiary and other than by any Excluded Contributions),
plus


 


(D)                             100% of the aggregate amount received in
cash, the fair market value, as determined in good faith by the Board of
Directors of the Company, of marketable securities and Qualified Proceeds
(other than Restricted Investments) received by means of (A) the sale or other
disposition (other than to the Company or a Restricted Subsidiary) of
Restricted Investments made by the Company and its Restricted Subsidiaries and
repurchases and redemptions of such Restricted Investments from the Company and
its Restricted Subsidiaries by such Person and repayments of loans or advances
which constitute Restricted Investments by the Company and its Restricted
Subsidiaries or (B) the sale (other than to the Company or a Restricted
Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from
an Unrestricted Subsidiary (other than in each case an Unrestricted Subsidiary
to the extent the Investment in such Unrestricted Subsidiary was made by the
Company or a Restricted Subsidiary pursuant to clauses (vii) or (x) of paragraph
(b) of this Section 1009 or to the extent such Investment constituted a
Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus


 


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(E)                               in the case of the redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of
the investment in such Unrestricted Subsidiaries, as determined by the Board of
Directors in good faith or if such fair market value may exceed $25.0 million,
in writing by an independent investment banking firm of nationally recognized
standing, at the time of the redesignation of such Unrestricted Subsidiary as a
Restricted Subsidiary (other than an Unrestricted Subsidiary to the extent the
Investment in such Unrestricted Subsidiary was made by the Company or a
Restricted Subsidiary pursuant to clauses (vii) or (x) of paragraph (b) of this
Section 1009 or to the extent such Investment constituted a Permitted
Investment).


 


(b)                                 The
foregoing provisions will not prohibit:


 


(i)                                     the payment of any dividend within 60 days
after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of the Indenture;


 


(ii)                                  (A) the redemption, repurchase, retirement or
other acquisition of any Equity Interests (“Retired Capital Stock”) or
Subordinated Indebtedness of the Company, or any Equity Interests of any direct
or indirect parent corporations of the Company, in exchange for, or out of the
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Equity Interests of the Company (other than any Disqualified
Stock) (“Refunding Capital Stock”), and (B) the declaration and payment of
dividends on the Refunding Capital Stock in an aggregate amount per year no
greater than the aggregate amount of dividends per annum that was declarable
and payable on such Retired Capital Stock immediately prior to such retirement;
provided, however, that at the
time of the declaration of any such dividends, no Default or Event of Default
shall have occurred and be continuing or would occur as a consequence thereof;


 


(iii)                               the redemption, repurchase or other
acquisition or retirement of Subordinated Indebtedness of the Company made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
new Indebtedness of the Company so long as (A) the principal amount of such new
Indebtedness does not exceed the principal amount of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired for value
(plus the amount of any premium required to be paid under the terms of the
instrument governing the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired), (B) such Indebtedness is subordinated to the
Senior Indebtedness and the Notes at least to the same extent as such
Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased,
acquired or retired for value, (C) such Indebtedness has a final scheduled
maturity date equal to or later than the final scheduled maturity date of the
Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired
or retired and (D) such Indebtedness has a Weighted Average Life to Maturity
equal to or greater than the remaining Weighted Average Life to Maturity of the
Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired
or retired;


 


(iv)                              a Restricted Payment to pay for the
repurchase, retirement or other acquisition or retirement for value of common
Equity Interests of the Company, or any Equity Interests of any direct or
indirect parent corporations of the Company, held by any 


 


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future, present or former
employee, director or consultant of the Company or any Subsidiary or any of its
direct or indirect parent corporations pursuant to any management equity plan
or stock option plan or any other management or employee benefit plan or
agreement; provided, however,
that the aggregate Restricted Payments made under this clause (iv) does not
exceed in any calendar year $10.0 million (with unused amounts in any calendar
year being carried over to succeeding calendar years subject to a maximum
(without giving effect to the following proviso) of $20.0 million in any
calendar year); provided further
that such amount in any calendar year may be increased by an amount not to
exceed (A) the cash proceeds from the sale of Equity Interests of the Company
and, to the extent contributed to the Company, Equity Interest of any of the
Company’s direct or indirect parent corporations, in each case, to members of
management, directors or consultants of the Company and its Subsidiaries or any
of its direct or indirect parent corporations that occurs after the Issuance
Date (to the extent the cash proceeds from the sale of such Equity Interest
have not otherwise been applied to the payment of Restricted Payments by virtue
of the preceding subclause (a)(3)) plus (B) the cash proceeds of key man life
insurance policies received by the Company and its Restricted Subsidiaries
after the Issuance Date less (C) the amount of any Restricted Payments
previously made pursuant to clauses (A) and (B) of this subparagraph (iv); and provided further that cancellation of
Indebtedness owing to the Company from members of management of the Company or
any of its direct or indirect parent corporations or any of its Restricted
Subsidiaries in connection with a repurchase of Equity Interests of the Company
or any of its direct or indirect parent corporations will not be deemed to
constitute a Restricted Payment for purposes of this Section 1009 or any other
provision hereof;


 


(v)                                 the declaration and payment of dividends to
holders of any class or series of Disqualified Stock of the Company or any
other Restricted Subsidiary issued in accordance with Section 1010 to the
extent such dividends are included in the definition of Fixed Charges;


 


(vi)                              (A) the declaration and payment of dividends
to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Company after the Issuance Date; (B) the
declaration and payment of dividends to a direct or indirect parent corporation
of the Company, the proceeds of which will be used to fund the payment of
dividends to holders of any class or series of Designated Preferred Stock
(other than Disqualified Stock) of such parent corporation issued after the
Issuance Date, provided that the
amount of dividends paid pursuant to this clause (B) shall not exceed the
aggregate amount of cash actually contributed to the Company from the sale of
such Designated Preferred Stock; or (C) the declaration and payment of
dividends on Refunding Capital Stock in excess of the dividends declarable and
payable thereon pursuant to clause (ii); provided,
however, in the case of each of (A), (B) and (C) of this clause
(vi), that for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date of
issuance of such Designated Preferred Stock or the declaration of such
dividends on Refunding Capital Stock, after giving effect to such issuance or
declaration on a pro forma basis, the Company and its Restricted Subsidiaries
would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;


 


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(vii)                           Investments in Unrestricted Subsidiaries
having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (vii) that are at that time
outstanding (without giving effect to the sale of an Unrestricted Subsidiary to
the extent the proceeds of such sale do not consist of cash, marketable
securities and/or Qualified Proceeds or distributions made pursuant to clause
(ix) of paragraph (b) of this Section 1009), not to exceed $30.0 million at the
time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in
value);


 


(viii)                        repurchases of Equity Interests deemed to
occur upon exercise of stock options if such Equity Interests represent a
portion of the exercise price of such options;


 


(ix)                                the payment of dividends on the Company’s
Common Stock, following the first public offering of the Company’s Common Stock
or the Common Stock of its direct or indirect parent corporations after the
Issuance Date, of up to 6% per annum of the net proceeds received by the
Company in such public offering, other than public offerings with respect to
the Company’s Common Stock registered on Form S-8 and other than any public
sale constituting an Excluded Contribution;


 


(x)                                   Investments that are made with Excluded
Contributions;


 


(xi)                                other Restricted Payments in an aggregate
amount not to exceed $40.0 million;


 


(xii)                             the declaration and payment of dividends by
the Company to, or the making of loans to, its direct parent, if necessary, in
amounts required for either of their respective direct or indirect parent
corporations to pay


 


(A)                              franchise
taxes and other fees, taxes and expenses required to maintain their corporate
existence,


 


(B)                                federal,
state and local income taxes, to the extent such income taxes are attributable
to the income of the Company and the Restricted Subsidiaries and, to the extent
of the amount actually received from its Unrestricted Subsidiaries, in amounts
required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries,


 


(C)                                customary
salary, bonus and other benefits payable to officers and employees of any
direct or indirect parent corporation of the Company to the extent such
salaries, bonuses and other benefits are attributable to the ownership or
operation of the Company and the Restricted Subsidiaries, and


 


(D)                               general corporate overhead expenses of any
direct or indirect parent corporation of the Company to the extent such
expenses are attributable to the ownership or operation of the Company and the
Restricted Subsidiaries;


 


(xiii)                          distributions or payments of Receivables
Fees;


 


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(xiv)                         the distribution, as a dividend or otherwise,
of shares of Capital Stock, or Indebtedness, of Unrestricted Subsidiaries (with
the exception of Investments in Unrestricted Subsidiaries acquired pursuant to
clause (j) of the definition of Permitted Investments);


 


(xv)                            cash dividends or other distributions on the
Company’s or any Restricted Subsidiary’s Capital Stock used to fund the
Transactions and the fees and expenses related thereto or owed to Affiliates,
in each case to the extent permitted by Section 1012; and


 


(xvi)                         the repurchase, redemption or other acquisition
or retirement for value of any Subordinated Indebtedness pursuant to the
provisions of Section 1016 and Section 1017 provided that all Notes tendered by
holders of the Notes in connection with a Change of Control Offer or Asset Sale
Offer, as applicable, have been repurchased, redeemed or acquired for value;


 


provided
however, that at the
time of, and after giving effect to, any Restricted Payment permitted under
clauses (v), (vi) and (xi), no Default or Event or Default shall have occurred
and be continuing or would occur as a consequence thereof.


 


To the extent the issuance of Equity Interests and
the receipt of capital contributions are applied to permit the issuance of
Indebtedness pursuant to clause (xiii) of paragraph (b) of Section 1010, the issuance
of such Equity Interests and the receipt of such capital contributions shall
not be applied to permit payments under this covenant or Permitted Investments
(other than clauses (i) and (iii) of paragraph (b) of Section 1010).


 


(c)                                  Not
later than the date of making any Restricted Payment, the Company shall deliver
to the Trustee an Officers’ Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 1009 were computed, which calculations may be based upon the
Company’s latest available financial statements. The Trustee shall have no duty
to recompute or recalculate or verify the accuracy of the information set forth
in such Officers’ Certificate.


 


(d)                                 As of
the Issuance Date, all of the Company’s Subsidiaries will be Restricted
Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become
a Restricted Subsidiary except pursuant to the second to last sentence of the
definition of “Unrestricted Subsidiary.” For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the
extent repaid) in the Subsidiary so designated will be deemed to be Restricted
Payments in an amount determined as set forth in the last sentence of the
definition of “Investments.” Such designation will be permitted only if a
Restricted Payment in such amount would be permitted at such time (whether
pursuant to clause (a) of this Section 1009 or under clauses (vii), (x) and
(xi) of paragraph (b) of this Section 1009 or pursuant to the definition of “Permitted
Investments”) and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any
of the restrictive covenants set forth in this Indenture.


 


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SECTION 1010.                                 LIMITATION
ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, “incur” and collectively, an “incurrence”) any Indebtedness
(including Acquired Indebtedness) and the Company will not issue any shares of
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of Disqualified Stock or preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Indebtedness) or issue shares of
Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock and issue
shares of preferred stock if the Fixed Charge Coverage Ratio for the Company’s
and its Restricted Subsidiaries’ most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock or preferred stock is issued would have been at least 2.00 to 1.00,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or preferred stock had been issued, as the case may be, and
the application of proceeds therefrom had occurred at the beginning of such
four-quarter period; provided that
the amount of Indebtedness (other than Acquired Indebtedness), Disqualified
Stock and preferred stock that may be incurred pursuant to the foregoing by
Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed
$100.0 million at any one time outstanding.


 


(b)                                 The foregoing
limitations will not apply to:


 


(i)                                     the incurrence by the Company or its
Restricted Subsidiaries of Indebtedness under Credit Facilities and the
issuance and creation of letters of credit and bankers’ acceptances thereunder
(with letters of credit and bankers’ acceptances being deemed to have a
principal amount equal to the face amount thereof) up to an aggregate principal
amount of $815.0 million outstanding at any one time; provided that Indebtedness incurred by
Restricted Subsidiaries (other than Guarantors) pursuant to this clause (i) may
not exceed $200.0 million outstanding at any one time;


 


(ii)                                  the incurrence by the Company and any
Guarantor of Indebtedness represented by the Notes issued on the Issuance Date
(including any Guarantee) (other than any Additional Notes);


 


(iii)                               (x) the Existing Indebtedness (other than
Indebtedness described in clauses (i) and (ii));


 


(iv)                              Indebtedness (including Capitalized Lease
Obligations), Disqualified Stock and preferred stock incurred by the Company or
any of its Restricted Subsidiaries, to finance the purchase, lease or
improvement of property (real or personal) or equipment that is used or useful
in a Similar Business (whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets) in an aggregate principal
amount which, when aggregated with the principal amount of all other
Indebtedness, Disqualified 


 


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Stock and preferred stock
then outstanding and incurred pursuant to this clause (iv) and including all
Refinancing Indebtedness incurred to refund, refinance or replace any other
Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this
clause (iv), does not exceed the greater of (x) $115.0 million and (y) 10% of
Total Assets;


 


(v)                                 Indebtedness incurred by the Company or any
of its Restricted Subsidiaries constituting reimbursement obligations with
respect to letters of credit issued in the ordinary course of business,
including without limitation letters of credit in respect of workers’
compensation claims or self-insurance, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing
of such letters of credit or the incurrence of such Indebtedness, such
obligations are reimbursed within 30 days following such drawing or incurrence;


 


(vi)                              Indebtedness arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or a Subsidiary, other
than guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or a Subsidiary for the purpose of financing
such acquisition; provided, however,
that (A) such Indebtedness is not reflected on the balance sheet of the Company
or any Restricted Subsidiary (contingent obligations referred to in a footnote
to financial statements and not otherwise reflected on the balance sheet will
not be deemed to be reflected on such balance sheet for purposes of this clause
(A)) and (B) the maximum assumable liability in respect of all such
Indebtedness shall at no time exceed the gross proceeds including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the
time received and without giving effect to any subsequent changes in value)
actually received by the Company and its Restricted Subsidiaries in connection
with such disposition;


 


(vii)                           Indebtedness of the Company to a Restricted
Subsidiary; provided that any
such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is
made pursuant to an intercompany note and is subordinated in right of payment
to the Notes; provided further
that any subsequent issuance or transfer of any Capital Stock or any other
event which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such Indebtedness
(except to the Company or another Restricted Subsidiary) shall be deemed, in
each case to be an incurrence of such Indebtedness;


 


(viii)                        Indebtedness of a Restricted Subsidiary to
the Company or another Restricted Subsidiary; provided
that (A) any such Indebtedness is made pursuant to an intercompany note and (B)
if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not
a Guarantor, such Indebtedness is subordinated in right of payment to the
Guarantee of such Guarantor; provided
further that any subsequent transfer of any such Indebtedness
(except to the Company or another Restricted Subsidiary) shall be deemed, in
each case to be an incurrence of such Indebtedness;


 


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(ix)                                shares of preferred stock of a Restricted
Subsidiary issued to the Company or another Restricted Subsidiary; provided, that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of preferred stock (except to the
Company or another Restricted Subsidiary) shall be deemed in each case to be an
issuance of such shares of preferred stock;


 


(x)                                   Hedging Obligations that are incurred in the
ordinary course of business (but in any event excluding Hedging Obligations
entered into for speculative purposes);


 


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


 


(xii)                             Indebtedness of any Guarantor in respect of
such Guarantor’s Guarantee;


 


(xiii)                          Indebtedness, Disqualified Stock or preferred
stock of the Company and any of its Restricted Subsidiaries not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference,
which when aggregated with the principal amount or liquidation preference of
all other Indebtedness, Disqualified Stock and preferred stock then outstanding
and incurred pursuant to this clause (xiii), does not at any one time
outstanding exceed the sum of (x) $150.0 million and (y) 100% of the net cash
proceeds received by the Company since immediately after the Issuance Date from
the issue or sale of Equity Interests of the Company or net cash proceeds
contributed to the capital of the Company (in each case other than Disqualified
Stock or sales of Equity Interests to the Company or any of its Subsidiaries)
as determined in accordance with clauses (ii) and (iii) of paragraph (b) of
Section 1009 to the extent such net cash proceeds have not been applied
pursuant to such clauses to make Restricted Payments or to make other
investments, payments or exchanges pursuant to the paragraph (b) of Section
1009 or to make Permitted Investments (other than Permitted Investments
specified in clauses (a) and (c) thereof) (it being understood that any
Indebtedness, Disqualified Stock and preferred stock incurred under this clause
(xiii) shall cease to be deemed incurred or outstanding for purposes of this
clause (xiii) but shall be deemed to be incurred for purposes of paragraph (a)
of this Section 1010 from and after the first date on which the Company or such
Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock
or preferred stock under paragraph (a) of this Section 1010 without reliance
upon this clause (xiii));


 


(xiv)                         (A) any guarantee by the Company of
Indebtedness or other obligations of any of its Restricted Subsidiaries so long
as the incurrence of such Indebtedness incurred by such Restricted Subsidiary
is permitted under the terms of this Indenture and (B) any guarantee by a
Restricted Subsidiary of Indebtedness of the Company, provided that such Guarantee is incurred
in accordance with paragraph (a) of Section 1014;


 


(xv)                            the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness, Disqualified Stock or preferred stock
which serves to refund, refinance or restructure any Indebtedness, Disqualified
Stock or preferred stock incurred as permitted 


 


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under paragraph (a) and
clauses (ii) and (iii), this clause (xv) and clause (xvi) below of this
paragraph (b) of Section 1010, or any Indebtedness, Disqualified Stock or
preferred stock issued to so refund, refinance or restructure such Indebtedness
including additional Indebtedness, Disqualified Stock or preferred stock
incurred to pay premiums and fees in connection therewith (the “Refinancing
Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A)
has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average
Life to Maturity of Indebtedness, Disqualified Stock or preferred stock being
refunded or refinanced, (B) to the extent such Refinancing Indebtedness
refinances (x) Indebtedness subordinated or pari passu to the Notes or any
Guarantee of the Notes, such Refinancing Indebtedness is subordinated or pari
passu to the Notes or any Guarantee of the Notes at least to the same extent as
the Indebtedness being refinanced or refunded or (y) Disqualified Stock or
preferred stock, such Refinancing Indebtedness must be Disqualified Stock or
preferred stock, respectively, and (C) shall not include (x) Indebtedness,
Disqualified Stock or preferred stock of a Subsidiary that refinances
Indebtedness, Disqualified Stock or preferred stock of the Company, (y)
Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not
a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock
of a Guarantor or (z) Indebtedness, Disqualified Stock or preferred stock of
the Company or a Restricted Subsidiary that refinances Indebtedness,
Disqualified Stock or preferred stock of an Unrestricted Subsidiary; and provided further that subclauses (A) and
(B) of this clause (xv) will not apply to any refunding or refinancing of any
Senior Indebtedness;


 


(xvi)                         Indebtedness or Disqualified Stock or
preferred stock of Persons that are acquired by the Company or any of its
Restricted Subsidiaries or merged into the Company or a Restricted Subsidiary
in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified Stock or
preferred stock is not incurred in contemplation of such acquisition or merger;
and provided further that after
giving effect to such acquisition or merger, either (A) the Company would be
permitted to incur at least $1.00 of additional Indebtedness under paragraph
(a) or (B) the Fixed Charge Coverage Ratio is greater than immediately prior to
such acquisition or merger;


 


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


 


(xviii)                   Indebtedness of the Company or any Restricted
Subsidiary supported by a letter of credit issued pursuant to the Senior Credit
Facilities, in a principal amount not in excess of the stated amount of such
letter of credit;


 


(xix)                           (1) any guarantee by the Company or a
Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so
long as the incurrence of such Indebtedness incurred by such Restricted
Subsidiary is permitted under the terms of the Indenture, or


 


(2)
any guarantee by a Restricted Subsidiary of Indebtedness of the Company, provided that such guarantee is incurred in accordance with Section 1014.


 


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For purposes of determining compliance with this
Section, in the event that an item of Indebtedness, Disqualified Stock or
preferred stock meets the criteria of more than one of the categories of
permitted Indebtedness, Disqualified Stock or preferred stock described in
clauses (i) through (xix) above or is entitled to be incurred pursuant to
paragraph (a) of this Section 1010, the Company shall, in its sole discretion,
classify or reclassify such item of Indebtedness, Disqualified Stock or
preferred stock and will only be required to include the amount and type of
such Indebtedness, Disqualified Stock or preferred stock in one of the above
clauses; provided that all
Indebtedness outstanding under the Credit Facilities after the application of
the net proceeds from the sale of the Notes will be treated as incurred on the
Issuance Date under paragraph (a) of this Section 1010.  Accrual of interest, the accretion of accreted
value and the payment of interest in the form of additional Indebtedness,
Disqualified Stock or preferred stock will not be deemed to be an incurrence of
Indebtedness, Disqualified Stock or preferred stock for purposes of this
Section.


 


For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term debt, or
first committed, in the case of revolving credit debt; provided that if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign currency, and
such refinancing would cause the applicable U.S. dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such refinancing, such U.S. dollar-denominated restriction shall
be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced. The principal amount of any Indebtedness
incurred to refinance other Indebtedness, if incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


SECTION
1011.                                      LIMITATION
ON LIENS.


 


The Company will not, and will not permit any
Guarantor to, directly or indirectly create, incur, assume or suffer to exist
any Lien (except Permitted Liens) that secures obligations under any Pari Passu
Indebtedness or Subordinated Indebtedness on any asset or property of the
Company or such Guarantor, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, unless the Notes (or a Guarantee
in the case of Liens of a Guarantor) are equally and ratably secured (or senior
to, in the event the Lien relates to Subordinated Indebtedness) with the
obligations so secured or until such time as such obligations are no longer
secured by a Lien.


 


SECTION
1012.                                      LIMITATION
ON TRANSACTIONS WITH AFFILIATES.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the 


 


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benefit of,
any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving
aggregate payments or consideration in excess of $5.0 million, unless:


 


(i)                   such Affiliate Transaction is on terms that
are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person; and


 


(ii)                 the Company delivers to the Trustee with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution adopted by the majority of the Board of Directors of the Company
approving such Affiliate Transaction and set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with clause (i) above.


 


(b)                 The
foregoing provisions will not apply to the following: (i) transactions between
or among the Company and/or any of its Restricted Subsidiaries; (ii) Restricted
Payments permitted by Section 1009 and Permitted Investments; (iii) the payment
of management, consulting and advisory fees and related expenses to Kohlberg
Kravis Roberts & Co. L.P. and Trimaran and each of their respective
Affiliates; (iv) the payment of reasonable and customary fees paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any Restricted Subsidiary; (v) payments by the Company or any
of its Restricted Subsidiaries to Kohlberg Kravis Roberts & Co. L.P. and
Trimaran and each of their respective Affiliates made for any financial
advisory, financing, underwriting or placement services or in respect of other
investment banking activities, including, without limitation, in connection with
acquisitions or divestitures which payments are approved by a majority of the
Board of Directors of the Company in good faith; (vi) transactions in which the
Company or any of its Restricted Subsidiaries, as the case may be, delivers to
the Trustee a letter from an Independent Financial Advisor stating that such
transaction is fair to the Company or such Restricted Subsidiary from a
financial point of view or meets the requirements of clause (i) of paragraph
(a); (vii) payments or loans (or cancellation of loans) to employees or
consultants of the Company, any of its direct or indirect parent corporations
or any Restricted Subsidiary which are approved by a majority of the Board of
Directors of the Company in good faith; (viii) any agreement as in effect as of
the Issuance Date or any amendment thereto (so long as any such amendment is
not disadvantageous to the Holders in any material respect) or any transaction
contemplated thereby; (ix) the existence of, or the performance by the Company
or any of its Restricted Subsidiaries of its obligations under the terms of,
any stockholders agreement (including any registration rights agreement or
purchase agreement related thereto) to which it is a party as of the Issuance
Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of,
or the performance by the Company or any of its Restricted Subsidiaries of
obligations under any future amendment to any such existing agreement or under
any similar agreement entered into after the Issuance Date shall only be
permitted by this clause (ix) to the extent that the terms of any such
amendment or new agreement are not otherwise disadvantageous to the Holders in
any material respect; (x) the Transactions and the payment of all fees and
expenses related to the Transactions, in each case as disclosed in the Offering
Memorandum; (xi) transactions with customers, clients, suppliers, or purchasers
or sellers of goods or services, in each case in the ordinary course of
business and otherwise in compliance with the terms of the Indenture which are
fair to the Company or its


 


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Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the
Company or the senior management thereof, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated party;
(xii) the issuance of Equity Interests (other than Disqualified Stock) of the
Company to any Permitted Holder or to any director, officer, employee or
consultant; (xiii) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; (xiv) any contribution to the capital
of the Company; and (xv) pledges of Equity Interests of Unrestricted
Subsidiaries.


 


SECTION
1013.                   LIMITATION
ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.


 


The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any such Restricted Subsidiary to:


 


(a)                 (i)
pay dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any
other interest or participation in, or measured by, its profits or (ii) pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries;


 


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


 


(c)                 sell,
lease, or transfer any of its properties or assets to the Company, or any of
its Restricted Subsidiaries; except (in each case) for such encumbrances or
restrictions existing under or by reason of:


 


(1)                 contractual encumbrances or restrictions in
effect on the Issuance Date, including, without limitation, pursuant to
Existing Indebtedness or the Senior Credit Facilities and their related
documentation;


 


(2)                 this Indenture and the Notes;


 


(3)                 purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature discussed in clause (c) above on the property so acquired;


 


(4)                 applicable law or any applicable rule,
regulation or order;


 


(5)                 any agreement or other instrument of a Person
acquired by the Company or any Restricted Subsidiary in existence at the time
of such acquisition (but not created in contemplation thereof), which
encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired;


 


(6)                 contracts for the sale of assets, including,
without limitation customary restrictions with respect to a Subsidiary pursuant
to an agreement that has been entered


 


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into for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary;


 


(7)                 secured Indebtedness otherwise permitted to
be incurred pursuant to Sections 1010 and 1011 that limit the right of the
debtor to dispose of the assets securing such Indebtedness;


 


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


 


(9)                 other Indebtedness, Disqualified Stock or
preferred stock of Restricted Subsidiaries permitted to be incurred subsequent
to the Issuance Date pursuant to Section 1010;


 


(10)              customary provisions in joint venture
agreements and other similar agreements entered into in the ordinary course of
business;


 


(11)              customary provisions contained in leases and
other agreements entered into in the ordinary course of business; or


 


(12)              any encumbrances or restrictions of the type
referred to in clauses (a), (b) and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (11) above, provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the
Company’s Board of Directors, no more restrictive with respect to such dividend
and other payment restrictions than those contained in the dividend or other
payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; or


 


(13)              restrictions created in connection with any
Receivables Facility that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to effect such Receivables
Facility.


 


SECTION
1014.                   LIMITATION
ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES.


 


(a)                 The
Company will not permit any Restricted Subsidiary that is a Domestic
Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary
formed in connection with the Receivables Facility, to guarantee the payment of
any Indebtedness of the Company or any other Guarantor unless (i) such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to the Indenture providing for a Guarantee of payment of the Notes by
such Restricted Subsidiary except that with respect to a guarantee of
Indebtedness of the Company or any Guarantor (A) if the Notes or such Guarantor’s
Guarantee of the Notes are subordinated in right of payment to such
Indebtedness, the Guarantee under the supplemental indenture shall be
subordinated to such Restricted Subsidiary’s guarantee with respect to such
Indebtedness substantially to the same extent as the Notes are subordinated to
such Indebtedness


 


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under the
Indenture and (B) if such Indebtedness is by its express terms subordinated in right
of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such
guarantee of such Restricted Subsidiary with respect to such Indebtedness shall
be subordinated in right of payment to such Restricted Subsidiary’s Guarantee
with respect to the Notes substantially to the same extent as such Indebtedness
is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will
not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Guarantee; and (iii) such Restricted
Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect
that (A) such Guarantee of the Notes has been duly executed and authorized and
(B) such Guarantee of the Notes constitutes a valid, binding and enforceable
obligation of such Restricted Subsidiary, except insofar as enforcement thereof
may be limited by bankruptcy, insolvency or similar laws (including, without
limitation, all laws relating to fraudulent transfers) and except insofar as
enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not
be applicable to any guarantee of any Restricted Subsidiary (x) that (A)
existed at the time such Person became a Restricted Subsidiary of the Company
and (B) was not incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary of the Company or (y) that guarantees
the payment of Obligations of the Company or any Restricted Subsidiary under
the Senior Credit Facilities or any other Senior Indebtedness and any
refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing
or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior
Indebtedness and any refunding, refinancing or replacement thereof is not
incurred pursuant to a registered offering of securities under the Securities
Act or a private placement of securities (including under Rule 144A) pursuant
to an exemption from the registration requirements of the Securities Act, which
private placement provides for registration rights under the Securities Act.


 


(b)                 Notwithstanding
the foregoing and the other provisions of this Indenture, any Guarantee by a
Restricted Subsidiary of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon (i) any sale,
exchange or transfer, to any Person not an Affiliate of the Company, of all of
the Company’s Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is not prohibited
hereunder) or (ii) the release or discharge of the guarantee which resulted in
the creation of such Guarantee, except a discharge or release by or as a result
of payment under such guarantee.


 


SECTION
1015.                   LIMITATION
ON OTHER SENIOR SUBORDINATED INDEBTEDNESS.


 


The Company will not, and will not permit any
Guarantor to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) that is subordinate in right of payment to any
Indebtedness of the Company or any Indebtedness of any Guarantor, as the case
may be, unless such Indebtedness is either (a) pari
passu in right of payment with the Notes or such Guarantor’s
Guarantee, as the case may be or (b) subordinate in right of payment to the
Notes, or such Guarantor’s Guarantee, as the case may be.  No such Indebtedness will be considered to be
senior by virtue of being secured on a first or junior priority basis.


 


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SECTION
1016.                   PURCHASE
OF NOTES UPON A CHANGE OF CONTROL.


 


(a)                 Upon
the occurrence of a Change of Control, unless the Company has elected to redeem
the Notes in connection with such Change of Control, the Company will make an
offer to purchase all or any part (equal to $2,000 or an integral multiples of
$1,000 in excess thereof) of the Notes pursuant to the offer described below
(the “Change of Control Offer”) at a price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest and Special Interest thereon, if any, to the date of
purchase, subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant Interest Payment Date.


 


(b)                 Within
30 days following any Change of Control, the Company shall give to each Holder,
with a copy to the Trustee, in the manner provided in Section 106 a notice
stating:


 


(1)                 a Change of Control Offer is being made
pursuant to this Section entitled “Purchase of Notes upon Change of Control,”
and that all Notes properly tendered pursuant to such Change of Control Offer
will be accepted for payment;


 


(2)                 the purchase price and the purchase date,
which will be no earlier than 30 days nor later than 60 days from the date such
notice is mailed, except as may be otherwise required by applicable law (the “Change
of Control Payment Date”);


 


(3)                 any Note not properly tendered will remain
outstanding and continue to accrue interest;


 


(4)                 unless the Company defaults in the payment of
the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on the Change of Control
Payment Date;


 


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


 


(6)                 Holders will be entitled to withdraw their
tendered Notes and their election to require the Company to purchase such
Notes, provided that the Paying Agent receives, not later
than the close of business on the last day of the Offer Period, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes tendered for purchase, and a statement that such Holder is
withdrawing such Holder’s tendered Notes and his election to have such Notes
purchased;


 


(7)                 that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $2,000 in principal amount or an integral multiple of $1,000 in excess
thereof; and


 


85





















 


(8)                 any additional instructions a Holder must
follow in order to have its Notes repurchased in accordance with this Section
1016.


 


(c)                 Prior
to complying with the provisions of this Section 1016, but in any event within
30 days following a Change of Control, the Company will either repay all
outstanding Senior Indebtedness or obtain the requisite consents, if any, under
any outstanding Senior Indebtedness in each case necessary to permit the repurchase
of the Notes required by this Section 1016.  
The Company will not be required to make a Change of Control Offer upon
a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.  A Change of
Control Offer may be made in advance of a Change of Control or conditional upon
the occurrence of a Change of Control, if a definitive binding agreement is in
place for the Change of Control at the time the Change of Control Offer is
made.  While the Notes are in global form
and the Company makes an offer to purchase all of the Notes pursuant to the
Change of Control Offer, a Holder may exercise its option to elect for the
purchase of the Notes through the facilities of the Depositary, subject to its
rules and regulations.  The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws or
regulations are applicable in connection with the repurchase of the Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions hereunder, the
Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described hereunder by
virtue thereof.


 


(d)                 On the
Change of Control Payment Date, the Company shall, to the extent permitted by
law,


 


(i)                   accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer,


 


(ii)                 deposit with the Paying Agent an amount equal
to the aggregate Change of Control Payment in respect of all Notes or portions
thereof so tendered and


 


(iii)                deliver, or cause to be delivered, to the
Trustee for cancellation the Notes so accepted together with an Officers’
Certificate stating that such Notes or portions thereof have been tendered to
and purchased by the Company.


 


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


 


(f) The Paying Agent shall promptly mail to each
Holder the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any, provided
that each such new Note will be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof.


 


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SECTION
1017.                   LIMITATION
ON SALES OF ASSETS.


 


The Company will not, and will not permit any of its
Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale,
unless (x) the Company, or its Restricted Subsidiaries, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
fair market value (as determined in good faith by the Company) of the assets
sold or otherwise disposed of and (y) except in the case of a Permitted Asset
Swap, at least 75% of the consideration therefor received by the Company, or
such Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; provided that the
amount of (a) any liabilities (as shown on the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the notes thereto) of the Company
or any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes), that are assumed by the transferee of any such
assets and for which the Company and all Restricted Subsidiaries have been
validly released by all creditors in writing, (b) any securities received by
the Company or such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received) within 180 days following the closing of such Asset Sale
and (c) any Designated Noncash Consideration received by the Company or any of
its Restricted Subsidiaries in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (c) that is at that time outstanding, not to exceed the
greater of (x) $115.0 million and (y) 10% of Total Assets at the time of the
receipt of such Designated Noncash Consideration (with the fair market value of
each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value), shall be
deemed to be cash for the purposes of this provision and for no other purpose.


 


Within 365 days after the Company’s or any
Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the
Company or such Restricted Subsidiary, at its option, may apply the Net
Proceeds from such Asset Sale (i) to permanently reduce (x) Obligations under
the Senior Credit Facilities (and to correspondingly reduce commitments with
respect thereto), (y) other Senior Indebtedness or Pari Passu Indebtedness
(provided that if the Company shall so reduce Obligations under Pari Passu
Indebtedness, it will equally and ratably reduce Obligations under the Notes if
the Notes are then prepayable or, if the Notes may not be then prepaid, the
Company shall make an offer (in accordance with the procedures set forth below
for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount
thereof, plus the amount of accrued but unpaid interest, if any, on the amount
of Notes that would otherwise be prepaid) or (z) Indebtedness of a Restricted
Subsidiary which is not a Guarantor, other than Indebtedness owed to the
Company or another Restricted Subsidiary, (ii) to an investment in (a) any one
or more businesses, provided,
that such investment in any business is in the form of the acquisition of
Capital Stock and results in the Company or a Restricted Subsidiary, as the
case may be, owning an amount of the Capital Stock of such business such that
it constitutes a Restricted Subsidiary, (b) capital expenditures or (c)
acquisitions of other assets, in each of (a), (b) and (c), used or useful in a
Similar Business, and/or (iii) to an investment in (a) any one or more
businesses, provided, that such
investment in any business is in the form of the acquisition of Capital Stock
and results in the Company or a Restricted Subsidiary, as the case may be,
owning an amount of the Capital Stock of such business such that it constitutes
a Restricted Subsidiary,  (b) properties
or (c) assets that, in each of (a), (b) and (c) replace the businesses,
properties and assets that are the subject of such Asset Sale;


 


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provided, that in the case of clauses (ii) and (iii)
above, a binding commitment shall be treated as a permitted application of the
Net Proceeds from the date of such commitment so long as the Company or such
Restricted Subsidiary enters into such commitment with the good faith
expectation that such Net Proceeds will be applied to satisfy such commitment
(an “Acceptable Commitment”) and,
in the event any Acceptable Commitment is later canceled or terminated for any
reason before such Net Proceeds are so applied, the Company or such Restricted
Subsidiary enters into another Acceptable Commitment within nine months of such
cancellation or termination.


 


Pending the final application of any such Net
Proceeds, the Company or any Restricted Subsidiary may temporarily reduce
Indebtedness under a revolving credit facility, if any, or otherwise invest
such Net Proceeds in Cash Equivalents or Investment Grade Securities.


 


Any Net Proceeds from the Asset Sale that are not
invested or applied as provided and within the time period set forth in the
first sentence of this paragraph will be deemed to constitute “Excess Proceeds.”


 


When the aggregate amount of Excess Proceeds exceeds
$20.0 million, the Company shall make an offer to all Holders, and if required
by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu
Indebtedness (an “Asset Sale Offer”) to purchase the maximum principal amount
of Notes and such Pari Passu Indebtedness, that is an integral multiple of
$1,000, that may be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and Special Interest, if any, to the date fixed for the
closing of such offer (the “Offered Price”). Within 10 Business Days after the
date on which the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company shall give to each Holder, with a copy to the Trustee, in the
manner provided in Section 106 a notice stating:


 


(i)                   that the Holder has the right to require the
Company to repurchase such Holder’s Notes at the Offered Price, subject to
proration in the event the Excess Proceeds are less than the aggregate Offered
Price of all Notes tendered;


 


(ii)                 the date of purchase of Notes pursuant to the
Asset Sale Offer (the “Asset Sale Purchase Date”), which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed;


 


(iii)                that the Offered Price will be paid to
Holders electing to have Notes purchased on the Asset Sale Purchase Date,
provided that a Holder must surrender its Note to the Paying Agent at the
address specified in the notice prior to the close of business at least five
Business Days prior to the Asset Sale Purchase Date;


 


(iv)               any Note not tendered will continue to accrue
interest pursuant to its terms;


 


(v)                 that unless the Company defaults in the
payment of the Offered Price, any Note accepted for payment pursuant to the
Asset Sale Offer shall cease to accrue interest on and after the Asset Sale
Purchase Date;


 


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(vi)               that Holders will be entitled to withdraw
their tendered Notes and their election to require the Company to purchase such
Notes, provided that the Company receives, not later than the close of business
on the third Business Day preceding the Asset Sale Purchase Date, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Notes tendered for purchase, and a statement that such Holder is
withdrawing its election to have such Notes purchased;


 


(vii)              that the Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered; which unpurchased portion
must be equal to $2,000 in principal amount or an integral multiple of $1,000
in excess thereof; and


 


(viii)            the instructions a Holder must follow in
order to have his Notes purchased in accordance with this Section 1017.


 


To the extent that the aggregate amount of Notes and
Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company may use any remaining Excess Proceeds for
general corporate purposes, subject to other covenants contained in this
Indenture. If the aggregate principal amount of Notes or the Pari Passu
Indebtedness surrendered by such holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness
to be purchased in the manner described in Section 1104. Upon completion of any
such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 1017, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Indenture.


 


SECTION
1018.                   STATEMENT
BY OFFICERS AS TO DEFAULT.


 


(a)                 The
Company will 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 the preceding fiscal year has been
made under the supervision of the signing officers with a view to determining
whether it has kept, observed, performed and fulfilled, and has caused each of
its Subsidiaries to keep, observe, perform and fulfill its 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 during such
preceding fiscal year has kept, observed, performed and fulfilled, and has
caused each of its Subsidiaries to keep, observe, perform and fulfill each and
every such covenant contained in this Indenture and no Default or Event of
Default occurred during such year and at the date of such certificate there is
no Default or Event of Default which has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall describe
its status, with particularity and that, to the best of his or her knowledge,
no event has occurred and remains by reason of which


 


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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 each is
taking or proposes to take with respect thereto. The Officers’ Certificate
shall also notify the Trustee should the Company elect to change the manner in
which it fixes its fiscal year end. For purposes of this Section 1018(a), such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


(b)                 When
any Default has occurred and is continuing under this Indenture, or if the
trustee for or the holder of any other evidence of Indebtedness of the Company
or any Subsidiary gives any notice or takes any other action with respect to a
claimed default (other than with respect to Indebtedness in the principal
amount of less than $10 million), the Company shall deliver to the Trustee by
registered or certified mail or facsimile transmission an Officers’ Certificate
specifying such event, notice or other action within five Business Days of its
occurrence.


 


SECTION
1019.                   COMMISSION
REPORTS AND REPORTS TO HOLDERS.


 


Notwithstanding that the Company may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such
annual and quarterly reporting pursuant to rules and regulations promulgated by
the Commission, the Company will file with the Commission (and provide the
Trustee and Holders with copies thereof (without exhibits), without cost to
each Holder, within 15 days after it files them with the Commission), (a)
within 90 days (or any other time period then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-K)
after the end of each fiscal year, annual reports on Form 10-K (or any
successor or comparable form) containing the information required to be
contained therein (or required in such successor or comparable form); (b)
within 45 days (or any other time period then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-Q)
after the end of each of the first three fiscal quarters of each fiscal year,
reports on Form 10-Q (or any successor or comparable form); (c) promptly from
time to time after the occurrence of an event required to be therein reported,
such other reports on Form 8-K (or any successor or comparable form); and (d)
any other information, documents and other reports which the Company would be
required to file with the Commission if it were subject to Section 13 or 15(d)
of the Exchange Act; provided, however,
the Company shall not be so obligated to file such reports with the Commission
if the Commission does not permit such filing, in which event the Company will
make available such information to prospective purchasers of Notes, in addition
to providing such information to the Trustee and the Holders, in each case
within 15 days after the time the Company would be required to file such
information with the Commission, if it were subject to Sections 13 or 15(d) of
the Exchange Act.  Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


In the event that any direct
or indirect parent corporation of the Company is or becomes a Guarantor of the
Notes, this Indenture will permit the Company to satisfy its


 


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obligations under this Section 1019 with
respect to financial information relating to the Company by furnishing
financial information relating to such direct or indirect parent corporation; provided that the same is accompanied by consolidating
information that explains in reasonable detail the differences between the
information relating to such direct and indirect parent corporation and any of
its Subsidiaries other than the Company and its Subsidiaries, on the one hand,
and the information relating to the Company, the Guarantors and the other
Subsidiaries of the Company on a standalone basis, on the other hand.


 


Notwithstanding the foregoing, such requirements
shall be deemed satisfied prior to the commencement of the Exchange Offer or
the effectiveness of the Shelf Registration Statement by the filing with the
Commission of the Exchange Offer Registration Statement and/or Shelf
Registration Statement within the time periods specified in the Registration
Rights Agreement, and any amendments thereto, with such financial information
that satisfies Regulation S-X of the Securities Act.


 


SECTION
1020.                   SUSPENSION
OF COVENANTS.


 


(a)                 During
any period of time that: (1) the Notes have Investment Grade Ratings from
both Rating Agencies and (2) no Default or Event of Default has occurred
and is continuing under this Indenture (the occurrence of the events described
in the foregoing clauses (1) and (2) being collectively referred to
as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries
shall not be subject to the following provisions of this Indenture:


 


(A) clause (iv) of
Section 801;


 


(B) Section 1009;


 


(C) Section 1010;


 


(D) Section 1012;


 


(E) Section 1013;


 


(F) Section 1014;


 


(G) Section 1015; and


 


(H) Section 1017.


 


(collectively, the “Suspended
Covenants”).  Upon the occurrence of a
Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds
shall be re-set at zero. In addition, the Guarantees of the Guarantors shall
also be suspended as of such date (the “Suspension Date”).  In the event that the Company and the
Restricted Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of the foregoing, and on any subsequent date (the “Reversion
Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating
or downgrades the rating assigned to the Notes below an Investment Grade Rating
or a Default or Event of Default occurs and is continuing, then the Company and
the Restricted Subsidiaries


 


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shall thereafter again be
subject to the Suspended Covenants with respect to future events and the
Guarantees shall be reinstated. The period of time between the Suspension Date
and the Reversion Date is referred to in this description as the “Suspension
Period”. Notwithstanding that the Suspended Covenants may be reinstated, no
Default or Event of Default shall be deemed to have occurred as a result of a
failure to comply with the Suspended Covenants during the Suspension Period (or
upon termination of the Suspension Period or after that time based solely on
events that occurred during the Suspension Period).


 


(b)                 On the
Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during
the Suspension Period shall be classified to have been incurred or issued
pursuant to Sections 1010(a) or 1010(b) (in each case, to the extent such
Indebtedness or Disqualified Stock would be permitted to be incurred or issued
thereunder as of the Reversion Date and after giving effect to Indebtedness
incurred or issued prior to the Suspension Period and outstanding on the
Reversion Date). To the extent such Indebtedness or Disqualified Stock would
not be so permitted to be incurred or issued pursuant to Section 1010(a) or
1010(b), such Indebtedness or Disqualified Stock shall be deemed to have been
outstanding on the Issuance Date, so that it is classified as permitted under
Section 1010(b)(iii). Calculations made after the Reversion Date of the amount
available to be made as Restricted Payments under Section 1009 shall be made as
though Section 1009 had been in effect since the Issuance Date and throughout
the Suspension Period, except that no default shall be deemed to have occurred
solely by reason of a Restricted Payment made while that covenant was
suspended.  Accordingly, Restricted
Payments made during the Suspension Period shall reduce the amount available to
be made as Restricted Payments under 1009(a).


 


(c)                 The
Company shall give the Trustee prompt (and in any event not later than five
Business Days after a Covenant Suspension Event) written notice of any Covenant
Suspension Event.  In the absence of such
notice, the Trustee shall assume the Suspended Covenants apply and are in full
force and effect.  The Company shall give
the Trustee prompt (and in any event not later than five Business Days after a
Covenant Suspension Event) written notice of any occurrence of a Reversion
Date.  After any such notice of the
occurrence of a Reversion Date, the Trustee shall assume the Suspended
Covenants apply and are in full force and effect.


 


ARTICLE ELEVEN



REDEMPTION OF NOTES


 


SECTION
1101.                   REDEMPTION.


 


The Notes may or shall, as the case may be, be
redeemed, as a whole or from time to time in part, subject to the conditions
and at the Redemption Prices specified in the form of Note, together with
accrued interest to the Redemption Date.


 


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SECTION
1102.                   APPLICABILITY
OF ARTICLE.


 


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


 


SECTION
1103.                   ELECTION
TO REDEEM; NOTICE TO TRUSTEE.


 


The election of the Company to redeem any Notes
pursuant to Section 1101 shall be evidenced by a Board Resolution. In case of
any redemption at the election of the Company, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Notes to be redeemed and shall deliver to
the Trustee such documentation and records as shall enable the Trustee to
select the Notes to be redeemed pursuant to Section 1104.


 


SECTION
1104.                   SELECTION
BY TRUSTEE OF NOTES TO BE REDEEMED.


 


If less than all the Notes are to be redeemed, the
particular Notes to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Notes not
previously called for redemption, in compliance with the requirements of the
principal national securities exchange, if any, on which such Notes are listed,
or, if such Notes are not so listed, on a pro rata basis, by lot or by such
other method as the Trustee shall deem fair and appropriate (and in such manner
as complies with applicable legal requirements) and which may provide for the
selection for redemption of portions of the principal of Notes; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Note not
redeemed to less than $2,000.


 


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


 


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


 


SECTION
1105.                   NOTICE
OF REDEMPTION.


 


Notice of redemption shall be given in the manner
provided for in Section 106 not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder to be redeemed. The Trustee shall give notice
of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall
deliver to the Trustee, at least 45 days prior to the Redemption Date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the following
items.


 


All notices of redemption shall state:


 


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(1)                 the Redemption Date,


 


(2)                 the Redemption Price and the amount of
accrued interest to the Redemption Date payable as provided in Section 1107, if
any,


 


(3)                 if less than all Outstanding Notes are to be
redeemed, the identification of the particular Notes (or portion thereof) to be
redeemed, as well as the aggregate principal amount of Notes to be redeemed and
the aggregate principal amount of Notes to be outstanding after such partial
redemption,


 


(4)                 in case any Note is to be redeemed in part
only, the notice which relates to such Note shall state that on and after the
Redemption Date, upon surrender of such Note, the holder will receive, without
charge, a new Note or Notes of authorized denominations for the principal
amount thereof remaining unredeemed,


 


(5)                 that on the Redemption Date the Redemption
Price (and accrued interest, if any, to the Redemption Date payable as provided
in Section 1107) will become due and payable upon each such Note, or the
portion thereof, to be redeemed, and, unless the Company defaults in making the
redemption payment, that interest on Notes called for redemption (or the
portion thereof) will cease to accrue on and after said date,


 


(6)                 the place or places where such Notes are to
be surrendered for payment of the Redemption Price and accrued interest, if
any,


 


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


 


(8)                 that Notes called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price,


 


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


 


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


 


SECTION
1106.                   DEPOSIT
OF REDEMPTION PRICE.


 


Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money sufficient to pay the Redemption Price of, and accrued
interest on, all the Notes which are to be redeemed on that date.


 


SECTION
1107.                   NOTES
PAYABLE ON REDEMPTION DATE.


 


Notice of redemption having been given as aforesaid,
the Notes so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after


 


94





















 


such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Notes shall cease to
bear interest. Upon surrender of any such Note for redemption in accordance with
said notice, such Note shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such at the close of business on the relevant Regular Record Date
or Special Record Date, as the case may be, according to their terms and the
provisions of Section 307.


 


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


 


SECTION
1108.                   NOTES
REDEEMED IN PART.


 


Any Note which is to be redeemed only in part
(pursuant to the provisions of this Article) shall be surrendered at the office
or agency of the Company maintained for such purpose pursuant to Section 1002
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holders attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered, provided, that each such
new Note will be in a principal amount of $2,000 or integral multiples of
$1,000 in excess thereof.


 


ARTICLE TWELVE


 


GUARANTEES


 


SECTION 1201.       GUARANTEES.


 


Each Guarantor hereby jointly and severally,
unconditionally and irrevocably guarantees the Notes and obligations of the
Company hereunder and thereunder, and guarantees to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee for itself and
on behalf of such Holder, that: (1) the principal of (and premium, if any) and
interest on, or Special Interest in respect of, the Notes will be paid in full
when due, whether at Stated Maturity, by acceleration or otherwise (including
the amount that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Law), together with interest on the
overdue principal, if any, and interest on any overdue interest, to the extent
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be paid in full or performed, all in accordance
with the terms hereof and thereof; and (2) in case of any extension of time of
payment or renewal of any Notes or of any such other obligations, the same
shall be 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,
subject, however, in the case of clauses (1) and (2) above, to the limitation
set forth in Section 1205 hereof.


 


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Each Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery
of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.


 


Each Guarantor hereby waives (to the extent
permitted by law) the benefits of diligence, presentment, demand for payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company or any
other Person, protest, notice and all demands whatsoever and covenants that the
Guarantee of such Guarantor shall not be discharged as to any Note except by
complete performance of the obligations contained in such Note, this Indenture
and such Guarantee.  Each Guarantor
acknowledges that the Guarantee is a guarantee of payment, performance and
compliance when due and not of collection. 
Each of the Guarantors hereby agrees that, in the event of a default in
payment of principal (or premium, if any) or interest on such Note, whether at
its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such Note,
subject to the terms and conditions set forth in this Indenture, directly
against each of the Guarantors to enforce such Guarantor’s Guarantee without
first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or
any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the Stated Maturity of the Notes, to collect
interest on the Notes, or to enforce or exercise any other right or remedy with
respect to the Notes, such Guarantor shall pay to the Trustee for the account
of the Holder, upon demand therefor, the amount that would otherwise have been
due and payable had such rights and remedies been permitted to be exercised by
the Trustee or any of the Holders.


 


If any Holder or the Trustee is required by any
court or otherwise to return to the Company or any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or any Guarantor, any amount paid by any of them to the Trustee or such
Holder, the Guarantee of each of the Guarantors, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee on the
other hand, (1) subject to this Article Twelve, the Stated Maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Five
hereof for the purposes of the Guarantee of such Guarantor notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (2) in the event of any acceleration
of such obligation as provided in Article Five hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of the Guarantee of such Guarantor.


 


Each Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company for liquidation, reorganization, should the Company become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Company’s assets, and
shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may


 


96





















 


be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes, whether as a “voidable
preference”, “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned. The form of Notation of Guarantee to be executed
on each Note by each Guarantor is attached as Exhibit B hereto.


 


SECTION 1202.       SEVERABILITY.


 


In case any provision of any Guarantee shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby to the extent permitted by applicable law.


 


SECTION 1203.       RESTRICTED SUBSIDIARIES.


 


The Company shall cause any Restricted Subsidiary
required to guarantee payment of the Notes pursuant to the terms and provisions
of Section 1014 to (1) execute and deliver to the Trustee any amendment or
supplement to this Indenture in accordance with the provisions of Article Nine
of this Indenture pursuant to which such Restricted Subsidiary shall guarantee
all of the obligations on the Notes, whether for principal, premium, if any,
interest (including interest accruing after the filing of, or which would have
accrued but for the filing of, a petition by or against the Company under any
Bankruptcy Law, whether or not such interest is allowed as a claim after such
filing in any proceeding under such law) and other amounts due in connection
therewith (including any fees, expenses and indemnities), on an unsecured
senior subordinated basis and (2) deliver to such Trustee an Opinion of Counsel
reasonably satisfactory to such Trustee to the effect that such amendment or
supplement has been duly executed and delivered by such Restricted Subsidiary
and is in compliance with the terms of this Indenture.  Upon the execution of any such amendment or
supplement, the obligations of the Guarantors and any such Restricted
Subsidiary under their respective Guarantees shall become joint and several and
each reference to the “Guarantor” in this Indenture shall, subject to Section
1208, be deemed to refer to all Guarantors, including such Restricted
Subsidiary.  Such Guarantee shall be
released in accordance with Section 803 and Section 1209.


 


SECTION 1204.       SUBORDINATION OF GUARANTEES.


 


The Guarantee issued by any Guarantor shall be
unsecured senior subordinated obligations of such Guarantor, ranking pari passu
with all other existing and future Pari Passu Indebtedness of such Guarantor,
if any.  The Indebtedness evidenced by
such Guarantee shall be subordinated on the same basis to Senior Indebtedness
of such Guarantor as the Notes are subordinated to Senior Indebtedness under
Article Fourteen.


 


SECTION 1205.       LIMITATION OF GUARANTORS’
LIABILITY.


 


Each Guarantor and by its acceptance hereof each
Holder confirms that it is the intention of all such parties that the guarantee
by each such Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Law, the


 


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Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law or the provisions
of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the
Holders and each such Guarantor hereby irrevocably agree that the obligations
of such Guarantor under its Guarantee shall be limited to the maximum amount
that will not, after giving effect to all other contingent and fixed
liabilities of such Guarantor 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 this
Section 1205, result in the obligations of such Guarantor under its Guarantee
constituting such fraudulent transfer or conveyance.


 


SECTION 1206.       CONTRIBUTION.


 


In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter se,
that in the event any payment or distribution is made by any Guarantor (a “Funding
Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a
contribution from all other Guarantors in a pro rata amount
based on the Adjusted Net Assets (as defined below) of each Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Company’s obligations
with respect to the Notes or any other Guarantor’s obligations with respect to
the Guarantee of such Guarantor.  “Adjusted
Net Assets” of such Guarantor at any date shall mean the lesser of (1) the
amount by which the fair value of the property of such Guarantor exceeds the
total amount of liabilities, including contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on
such date), but excluding liabilities under the Guarantee of such Guarantor at
such date and (2) the amount by which the present fair salable value of the assets
of such Guarantor at such date exceeds the amount that will be required to pay
the probable liability of such Guarantor on its debts (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date),
excluding debt in respect of the Guarantee of such Guarantor, as they become
absolute and matured.


 


SECTION 1207.       SUBROGATION.


 


Each Guarantor shall be subrogated to all rights of
Holders against the Company in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 1201; provided, however,
that, if an Event of Default has occurred and is continuing, no Guarantor shall
be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Company
under this Indenture or the Notes shall have been paid in full.


 


SECTION 1208.       REINSTATEMENT.


 


Each Guarantor hereby agrees (and each Person who
becomes a Guarantor shall agree) that the Guarantee provided for in Section
1201 shall continue to be effective or be reinstated, as the case may be, if at
any time, payment, or any part thereof, of any obligations or interest thereon
is rescinded or must otherwise be restored by a Holder to the Company upon the
bankruptcy or insolvency of the Company or any Guarantor.


 


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SECTION 1209.       RELEASE OF A GUARANTOR.


 


Any Guarantee by a Restricted Subsidiary of the
Notes shall be automatically and unconditionally released and discharged upon:


 


(1)                 (A)               any sale, exchange or transfer (by merger or
otherwise) of all of the Company’s Capital Stock in such Guarantor (including
any sale, exchange or transfer following which the applicable Guarantor is no
longer a Restricted Subsidiary) or all or substantially all the assets of such
Guarantor, which sale, exchange or transfer is made in compliance with the
applicable provisions of this Indenture;


 


(B)                the release or discharge of the guarantee by
such Restricted Subsidiary which resulted in the creation of such Guarantee,
except a discharge or release by or as a result of payment under such
guarantee;


 


(C)                if the Company properly designates any
Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or


 


(D)                the Legal Defeasance of the Notes under
Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303
hereof, or if the Company’s obligations under this Indenture are discharged in
accordance with Section 401; and


 


(2)                 such Guarantor 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 transaction have been
complied with.


 


SECTION 1210.       BENEFITS ACKNOWLEDGED.


 


Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and from its guarantee and waivers pursuant to its Guarantees
under this Article Twelve.


 


ARTICLE THIRTEEN



LEGAL DEFEASANCE AND
COVENANT DEFEASANCE


 


SECTION
1301.                   COMPANY’S
OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The Company and the Guarantors may, at their option
by Board Resolution, at any time, with respect to the Notes, elect to have
either Section 1302 or Section 1303 be applied to all Outstanding Notes upon
compliance with the conditions set forth below in this Article Thirteen.


 


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SECTION
1302.                   LEGAL
DEFEASANCE AND DISCHARGE.


 


Upon the Company’s exercise under Section 1301 of
the option applicable to this Section 1302, the Company and any Guarantor shall
be deemed to have been discharged from the obligations with respect to all
Outstanding Notes on the date the conditions set forth in Section 1304 are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal
Defeasance means that the Company and each Guarantor shall be deemed to have
paid and discharged the entire Indebtedness represented by the Outstanding
Notes, which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 1305 and the other Sections of this Indenture referred to
in (A) and (B) below, and to have satisfied all its other obligations under
such Notes and this Indenture insofar as such Notes are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Notes to receive, solely from the trust fund described in Section
1304 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any, on) and interest on such Notes when such
payments are due, (B) the Company’s obligations with respect to such Notes
under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, and the Company’s obligations
in connection therewith and (D) this Article Thirteen.


 


Subject to compliance with this Article Thirteen,
the Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303 with respect to the Notes.


 


SECTION
1303.                   COVENANT
DEFEASANCE.


 


Upon the Company’s exercise under Section 1301 of
the option applicable to this Section 1303, the Company and any Guarantor shall
be released from the obligations under any covenant contained in Sections 801
and 802 and in Sections 1006 through 1019 with respect to the Outstanding Notes
on and after the date the conditions set forth below are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed
not to be “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “Outstanding” for all
other purposes hereunder (it being understood that such Notes will not be
outstanding for accounting purposes). For this purpose, such Covenant
Defeasance means that, with respect to the Outstanding Notes, the Company and
any Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(iii), but, except
as specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.


 


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SECTION
1304.                   CONDITIONS
TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The following shall be the conditions to application
of either Section 1302 or Section 1303 to the Outstanding Notes:


 


(i)                   The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of the Indenture who shall agree to comply with the provisions of
this Article Thirteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Notes, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants selected by the Company, to pay the principal
of, premium, if any, and interest due on the Outstanding Notes on the Stated
Maturity or on the applicable Redemption Date as the case may be, of such
principal, premium, if any, or interest on the Outstanding Notes;


 


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


 


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


 


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


 


(v)                 such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under,
the Senior Credit Facilities or any other material agreement or instrument
(other than this Indenture) to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;


 


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(vi)               the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that, as of the date of such
opinion and subject to customary assumptions and exclusions following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally under any applicable U.S. federal or state law, and that the
Trustee has a perfected security interest in such trust funds for the ratable
benefit of the Holders;


 


(vii)              the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or any Guarantor or others; and


 


(viii)            the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel in the United States
(which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance, as the case may be, have
been complied with.


 


SECTION
1305.                   DEPOSITED
MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
PROVISIONS.


 


Subject to the provisions of the last paragraph of
Section 1003, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in
respect of the Outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law. Money and Government
Securities so deposited and held in trust are not subject to Article Fourteen.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Securities deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding Notes.


 


Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Securities held by it as
provided in Section 1304 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent legal defeasance or
covenant defeasance, as applicable, in accordance with this Article.


 


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SECTION
1306.                   REINSTATEMENT.


 


If the Trustee or any Paying Agent is unable to
apply any money or Government Securities in accordance with Section 1305 by
reason of any legal proceeding or by any reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1302 or 1303, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1305; provided, however,
that if the Company makes any payment of principal of (or premium, if any) or
interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money and Government Securities held by the
Trustee or Paying Agent.


 


ARTICLE FOURTEEN



SUBORDINATION OF NOTES


 


SECTION
1401.                   NOTES
SUBORDINATE TO SENIOR INDEBTEDNESS.


 


The Company covenants and agrees, and each Holder,
by his acceptance thereof, likewise covenants and agrees, for the benefit of
the holders, from time to time, of Senior Indebtedness that, to the extent and
in the manner hereinafter set forth in this Article, the Indebtedness
represented by the Notes and the payment of the principal of (and premium, if
any) and interest on each and all of the Notes and all other Subordinated Note
Obligations are hereby expressly made subordinate and subject in right of
payment as provided in this Article to the prior payment in full in cash of all
Senior Indebtedness, whether outstanding on the Issuance Date or thereafter
incurred, created, assumed or, except as limited by Section 1014, guaranteed.


 


SECTION
1402.                   PAYMENT
OVER OF PROCEEDS UPON DISSOLUTION, ETC.


 


Upon any distribution to creditors of the Company in
a liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment for the benefit of creditors or any marshalling of the
Company’s assets and liabilities:


 


(1)                 the holders of Senior Indebtedness shall be
entitled to receive payment in full in cash of all Obligations due in respect
of such Senior Indebtedness and to have all outstanding Letter of Credit
Obligations fully cash collateralized before the Holders are entitled to receive
any payment with respect to the Subordinated Note Obligations (except that
Holders may receive (i) Permitted Junior Securities, so long as the rights of
holders of Indebtedness under the Senior Credit Facilities are not altered or
impaired without their consent and (ii) payments and other distributions made
from the trusts described in Article Four or Article Thirteen), so long as such
trust at the time of its creation, does not violate the Senior Credit
Facilities); and


 


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(2)                 until all Obligations with respect to Senior
Indebtedness (as provided in subsection (1) above) are paid in full in cash and
all outstanding Letter of Credit Obligations are fully cash collateralized, any
distribution to which Holders would be entitled but for this Article shall be
made to holders of Senior Indebtedness (except that Holders may receive (i)
Permitted Junior Securities, so long as the rights of holders of Indebtedness
under the Senior Credit Facilities are not altered or impaired without their
consent and (ii) payments and other distributions made from the trusts
described in Article Four or Article Thirteen), so long as such trust at the
time of its creation, does not violate the Senior Credit Facilities).


 


SECTION
1403.                   SUSPENSION
OF PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.


 


The Company may not make any payment or distribution
to the Trustee or any Holder in respect of Subordinated Note Obligations and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (i) in the form of Permitted Junior Securities, so long as the
rights of the holders of Indebtedness under the Senior Credit Facilities are
not altered or impaired without their consent or (ii) payments and other
distributions made from the trusts described in Article Four or Article
Thirteen, so long as such trust, at the time of its creation, does not violate
the Senior Credit Facilities) until all Senior Indebtedness has been paid in
full in cash if:


 


(i)                   a default in the payment of any principal of,
premium, if any, or interest on, or of unreimbursed amounts under drawn letters
of credit or in respect of bankers’ acceptances or fees relating to letters of
credit or bankers’ acceptances constituting, Designated Senior Indebtedness
occurs and is continuing beyond any applicable grace period in the agreement,
indenture or other document governing such Designated Senior Indebtedness (a “payment
default”); or


 


(ii)                 a default, other than a payment default, on
Designated Senior Indebtedness occurs and is continuing that then permits
holders of the Designated Senior Indebtedness to accelerate its maturity (a “non-payment
default”) and the Trustee receives a notice of the default (a “Payment Blockage
Notice”) from a Person who may give it pursuant to Section 1413 hereof. No new
period of payment blockage may be commenced unless and until 365 days have
elapsed since the effectiveness of the immediately prior Payment Blockage
Notice. However, if any Payment Blockage Notice within such 365-day period is
given by or on behalf of any holders of Designated Senior Indebtedness (other
than the Bank Agent under the Senior Credit Facilities), the Bank Agent may
give another Payment Blockage Notice within such period. In no event, however,
may the total number of days during which any Payment Blockage Period or
Periods is in effect exceed 179 days in the aggregate during any 365
consecutive day period. No nonpayment default that existed or was continuing on
the date of delivery of any Payment Blockage Notice to the Trustee shall be, or
be made, the basis for a subsequent Payment Blockage Notice unless such default
shall have been cured or waived for a period of not less than 90 days.


 


The Company may and shall resume payments on and
distributions in respect of the Notes and may acquire them upon the earlier of:


 


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(1)                 in the case of a payment default, upon the
date on which such default is cured or waived or shall have ceased to exist or
such Designated Senior Indebtedness shall have been discharged or paid in full
in cash and all outstanding Letter of Credit Obligations shall have been fully
cash collateralized, and


 


(2)                 in case of a nonpayment default, the earlier
of (x) the date on which such nonpayment default is cured or waived, (y) 179
days after the date on which the applicable Payment Blockage Notice is received
(the “Payment Blockage Period”) or (z) the date such Payment Blockage Period
shall be terminated by written notice to the Trustee from the requisite holders
of such Designated Senior Indebtedness necessary to terminate such period or
from their Representative, after which the Company shall resume making any and
all required payments in respect of the Notes, including any missed payments, if
this Article otherwise permits the payment, distribution or acquisition at the
time of such payment or acquisition.


 


SECTION
1404.                   ACCELERATION
OF NOTES.


 


If payment of the Notes is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior
Indebtedness of the acceleration.


 


SECTION
1405.                   WHEN
DISTRIBUTION MUST BE PAID OVER.


 


In the event that the Trustee or any Holder receives
any payment or distribution of any Subordinated Note Obligations at a time when
such payment or distribution is prohibited by Sections 1402 or 1403, such
payment or distribution shall be held by the Trustee or such Holder for the
benefit of, and shall be paid forthwith over and delivered upon written request
to, the holders of Senior Indebtedness as their interests may appear or to
their Representative under the indenture or other agreement (if any) pursuant
to which such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay such Senior Indebtedness in
full in cash in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the benefit of holders of Senior
Indebtedness, and to fully cash collateralize all outstanding Letter of Credit
Obligations.


 


With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article Fourteen, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into the Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Fourteen, except if such payment or distribution is made
as a result of the willful misconduct or gross negligence of the Trustee.
Nothing in this Section 1405 shall affect the obligation of any Person other
than the Trustee to hold such payment or distribution for the benefit of, and
to pay or deliver such payment or distribution over to, the holders of Senior
Indebtedness or their Representative.


 


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SECTION
1406.                   NOTICE
BY COMPANY.


 


The Company shall promptly notify the Trustee and
the Paying Agent of any facts known to the Company that would cause a payment
of any Obligations with respect to the Notes that violate this Article, but
failure to give such notice shall not affect the subordination of the Notes to
the Senior Indebtedness as provided in this Article Fourteen.


 


SECTION
1407.                   PAYMENT
PERMITTED IF NO DEFAULT.


 


Nothing contained in this Article or elsewhere in
this Indenture or in any of the Notes shall prevent the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshalling
of assets and liabilities of the Company referred to in Section 1402 or under
the conditions described in Section 1403, from making payments at any time of
principal of (and premium, if any, on) or interest on the Notes.


 


SECTION
1408.                   SUBROGATION
TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.


 


Subject to the payment in full of all Senior
Indebtedness in cash, the Holders shall be subrogated (equally and ratably with
the holders of all Pari Passu Indebtedness of the Company) to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
Subordinated Note Obligations shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, property or securities to which the Holders or the Trustee would
be entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders or on their behalf or by the Trustee, shall, as among
the Company, its creditors other than holders of Senior Indebtedness, and the
Holders, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness; it being understood that the provisions of
this Article are intended solely for the purpose of determining the relative
rights of the Holders, on the one hand, and the holders of Senior Indebtedness,
on the other hand.


 


SECTION
1409.                   PROVISIONS
SOLELY TO DEFINE RELATIVE RIGHTS.


 


The provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the Holders on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Notes is
intended to or shall (a) impair, as between the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of (and premium, if any) and interest on the Notes as and
when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the Holders and creditors
of the Company other than their rights in relation to holders of Senior
Indebtedness; or (c) prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness. If the Company fails because of this Article to


 


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pay principal (or premium, if any) or interest on a
Note on the due date, the failure is still a Default or Event of Default.


 


SECTION
1410.                   TRUSTEE
TO EFFECTUATE SUBORDINATION.


 


Each Holder by his acceptance thereof authorizes and
directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes. If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in Section 504 hereof at
least 30 days before the expiration of the time to file such claim, the Bank
Agent (if the Senior Credit Facilities are still outstanding) is hereby
authorized to file an appropriate claim for and on behalf of the Holders.


 


SECTION
1411.                   SUBORDINATION
MAY NOT BE IMPAIRED BY COMPANY.


 


No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.


 


If at any time any payment of Obligations with
respect to any Senior Indebtedness is rescinded or must otherwise be returned
upon the insolvency, bankruptcy, reorganization or liquidation of the Company
or otherwise, the provisions of Article Fourteen shall continue to be effective
or reinstated, as the case may be, to the same extent as though such payments
had not been made.


 


SECTION
1412.                   DISTRIBUTION
OR NOTICE TO REPRESENTATIVE.


 


Whenever a distribution is to be made or a notice
given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representative.


 


Upon any payment or distribution of assets of the
Company referred to in this Article Fourteen, the Trustee and the Holders shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other acts pertinent
thereto or to this Article Fourteen.


 


SECTION
1413.                   NOTICE
TO TRUSTEE.


 


(a)                 The
Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Notes. Notwithstanding the provisions of this Article or any
other provision of this


 


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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 Notes, unless and until the Trustee shall have received written notice
thereof from the Company, the Bank Agent or a holder of Senior Indebtedness or
from any trustee, fiduciary or agent therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to TIA Sections 315(a) through
315(d), 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 provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and 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 within three Business Days prior to
such date.


 


(b)                 Subject
to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


SECTION
1414.                   RELIANCE
ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.


 


Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to TIA Sections
315(a) through 315(d), and the Holders shall be entitled to conclusively rely
upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders, for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article; provided that such
court, trustee, receiver, custodian, assignee, agent or other Person has been
apprised of, or the order, decree or certificate makes reference to, the
provisions of this Article.


 


108





















 


SECTION
1415.                   RIGHTS
OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEES’
RIGHTS.


 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder. Nothing in this
Article shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 607.


 


SECTION
1416.                   ARTICLE
APPLICABLE TO PAYING AGENTS.


 


In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that
Section 1415 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.


 


SECTION
1417.                   NO
SUSPENSION OF REMEDIES.


 


Nothing contained in this Article shall limit the
right of the Trustee or the Holders to take any action to accelerate the
maturity of the Notes pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law, except as provided in Article Five.


 


SECTION
1418.                   MODIFICATION
OF TERMS OF SENIOR INDEBTEDNESS.


 


Any renewal or extension of the time of payment of
any Senior Indebtedness or the exercise by the holders of Senior Indebtedness
of any of their rights under any agreement, instrument or other document
creating or evidencing Senior Indebtedness, including, without limitation, the
waiver of default thereunder, may be made or done all without notice to or
assent from the Holders or the Trustee.


 


No compromise, alteration, amendment, modification,
extension, renewal or other change of, or waiver, consent or other action in
respect of, any liability or obligation under or in respect of, or of any of
the terms, covenants or conditions of any agreement, indenture, instrument or
other document under which any Senior Indebtedness is outstanding or of such
Senior Indebtedness, whether or not in accordance with the provisions of any
applicable document, shall in any way alter or affect any of the provisions of
this Article Fourteen or of the Notes relating to the subordination thereof.


 


SECTION
1419.                   CERTAIN
TERMS.


 


For purposes of this Article Fourteen, unless the
context clearly indicates otherwise, any payment or distribution to the Trustee
or any Holder in respect of any Subordinated Note Obligation shall include any
payment or distribution of any kind or character


 


109





















 


from any source, whether in cash, property or
securities, by set-off or otherwise, including any repurchase, redemption,
defeasance or acquisition of the Notes and any direct or indirect payment
payable by reason of any other Indebtedness or Obligation being subordinated to
the Notes.


 


SECTION
1420.                   TRUST
MONEYS NOT SUBORDINATED.


 


Notwithstanding anything contained herein to the
contrary, payments from cash or the proceeds of Government Securities held in
trust under Article Thirteen hereof by the Trustee (or other qualifying
trustee) and which were deposited in accordance with the terms and conditions
of Article Thirteen hereof and not in violation of Section 1403 hereof for the
payment of principal of (and premium, if any) and interest on the Notes shall
not be subordinated to the prior payment of any Senior Indebtedness or subject
to the restrictions set forth in this Article Fourteen, and none of the Holders
shall be obligated to pay over any such amount to the Company or any holder of
Senior Indebtedness or any other creditor of the Company.


 


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


 


[Signature page follows]


 


110





















 


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


 


 


	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCURIDE CUYAHOGA FALLS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCURIDE ERIE L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: AKW General Partner L.L.C., as

       General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Accuride Corporation, as

        Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCURIDE HENDERSON LIMITED

  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Accuride Corporation, as

        Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 





















 


	
   

  	
  ACCURIDE TEXAS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AKW GENERAL PARTNER L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Accuride Corporation, as

        Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ERIE LAND HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth I. Hamme

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth I. Hamme

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BOSTROM HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BOSTROM SEATING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 





















 


	
   

  	
  BOSTROM SPECIALTY SEATING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRILLION IRON WORKS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FABCO AUTOMOTIVE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUNITE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUNITE EMI CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 





















 


	
   

  	
  IMPERIAL GROUP HOLDING CORP. - 1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP HOLDING CORP. - 2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Imperial Group Holding Corp. - 1,

        Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAII MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 





















 


	
   

  	
  TRANSPORTATION
  TECHNOLOGIES

  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUCK COMPONENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence J. Keating

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence J. Keating

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 





















 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Garcia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  L. Garcia

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 





















 


	
   

  	
   

  	
  SCHEDULE I

  
	
   

  	
   

  	
   

  
	
  Accuride
  Cuyahoga Falls, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accuride
  Erie L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accuride
  Henderson Limited Liability Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accuride
  Texas Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AKW
  General Partner L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bostrom
  Holdings, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bostrom
  Seating, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bostrom
  Specialty Seating, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Brillion
  Iron Works, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Erie
  Land Holding, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fabco
  Automotive Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Gunite
  Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Gunite
  EMI Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Imperial
  Group Holding Corp.-1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Imperial
  Group Holding Corp.-2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Imperial
  Group, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JAII
  Management Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Transportation
  Technologies Industries, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Truck
  Components, Inc.

  	
   

  	
   

  



 





















 


RULE 144A/REGULATION
S/IAI APPENDIX


 


PROVISIONS RELATING TO
INITIAL NOTES,

PRIVATE EXCHANGE NOTES

AND EXCHANGE NOTES


 


1.             Definitions


 


1.1           Definitions.


 


For the purposes of this
Appendix the following terms shall have the meanings indicated below:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Temporary
Regulation S Global Note or beneficial interest therein, the rules and
procedures of the Depository for such a Temporary Regulation S Global Note, to
the extent applicable to such transaction and as in effect from time to time.


 


“Definitive Note” means a
certificated Initial Note or Exchange Note or Private Exchange Note bearing, if
required, the appropriate restricted notes legend set forth in Section 2.3(e).


 


“Depository” means The
Depository Trust Company, its nominees and successors.


 


“Distribution Compliance
Period”, with respect to any Notes, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S
under the Securities Act) in reliance on Regulation S and (ii) the issue date
with respect to such Notes.


 


“Exchange Notes” means (1) the 81⁄2% Senior Subordinated
Notes due 2015 issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights
Agreement and (2) Additional
Notes, if any, issued pursuant to a registration statement filed with the
Commission under the Securities Act.


 


“IAI” means an institutional
“accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of
Regulation D under the Securities Act.


 


“Initial Notes” means (1) $275,000,000 aggregate
principal amount of 81⁄2% Senior Subordinated Notes due 2015 issued on the
Issuance Date and (2) Additional
Notes, if any, issued in a transaction exempt from the registration
requirements of the Securities Act.


 


“Initial Purchasers” means (1) with respect to the Initial Notes
issued on the Issuance Date, Lehman
Brothers Inc., Citigroup Global Markets Inc. and UBS Securities LLC (2) with respect to each issuance of
Additional Notes, the Persons purchasing such Additional Notes under the
related Purchase Agreement.


 





















 


“Notes” means the Initial
Notes, the Exchange Notes and the Private Exchange Notes, treated as a single
class.


 


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


 


“Private Exchange” means the
offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each
Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal
amount of Private Exchange Notes.


 


“Private Exchange Notes”
means any 81⁄2% Senior Subordinated Notes due 2015 issued in connection with a
Private Exchange.


 


“Purchase Agreement” means (1) with respect to the Initial Notes
issued on the Issuance Date, the Purchase Agreement dated January 26,
2005, among the Company, the Guarantors and Lehman Brothers Inc., on behalf of
the Initial Purchasers, and
(2) with respect to each issuance of Additional Notes, the purchase
agreement or underwriting agreement among the Company, the Guarantors and the
Persons purchasing such Additional Notes.


 


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


 


“Registered Exchange Offer”
means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for the Initial Notes,
a like aggregate principal amount of Exchange Notes registered under the
Securities Act.


 


“Registration Rights
Agreement” means (1) with respect
to the Initial Notes issued on the Issuance Date, the Registration
Rights Agreement dated January 31, 2005, among the Company, the Guarantors and
Lehman Brothers Inc., on behalf of the Initial Purchasers and (2) with respect to each issuance of
Additional Notes issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
among the Company and the Persons purchasing such Additional Notes under the
related Purchase Agreement.


 


“Rule 144A Notes” means all
Notes offered and sold to QIBs in reliance on Rule 144A.


 


“Securities Act” means the
Securities Act of 1933.


 


“Shelf Registration
Statement” means the registration statement issued by the Company in connection
with the offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement.


 


“Transfer Restricted Notes”
means Notes that bear or are required to bear the legend relating to
restrictions on transfer relating to the Securities Act set forth in
Section 2.3(e) hereto.


 


2





















 


1.2           Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section:

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Global
  Notes”

  	
   

  	
  2.1(a)

  	
   

  
	
  “IAI
  Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Permanent
  Regulation S Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Regulation
  S”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Regulation
  S Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Rule
  144A”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Rule
  144A Global Note”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Temporary
  Regulation S Global Note”

  	
   

  	
  2.1(a)

  	
   

  



 


2.             The Notes.


 


2.1           (a)  Form and Dating.  The Initial Notes will be offered and sold by
the Company pursuant to a Purchase Agreement. 
The Initial Notes will be resold initially only to (i) QIBs in reliance
on Rule 144A under the Securities Act (“Rule 144A”) and
(ii) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may thereafter be transferred
to, among others, QIBs, IAIs and purchasers in reliance on Regulation S,
subject to the restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form (collectively, the “Rule 144A Global
Note”); Initial Notes initially resold to IAIs shall be issued initially in the
form of one or more permanent global Notes in definitive, fully registered form
(collectively, the “IAI Global Note”); and Initial Notes initially resold
pursuant to Regulation S shall be issued initially in the form of one or more
temporary global notes in fully registered form (collectively, the “Temporary
Regulation S Global Note”), in each case without interest coupons and with the
global notes legend and the applicable restricted notes legend set forth in
Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of
the Initial Notes represented thereby with the Notes Custodian and registered
in the name of the Depository or a nominee of the Depository, duly executed by
the Company and authenticated by the Trustee as provided in this
Indenture.  Except as set forth in this
Section 2.1(a), beneficial ownership interests in the Temporary Regulation
S Global Note will not be exchangeable for interests in the Rule 144A Global
Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S
Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation
S Global Note”) or any other Note prior to the expiration of the Distribution
Compliance Period and then, after the expiration of the Distribution Compliance
Period, may be exchanged for interests in a Rule 144A Global Note, an IAI
Global Note or the Permanent Regulation S Global Note only upon
certification in form reasonably satisfactory to the Trustee that
(i) beneficial ownership interests in such Temporary Regulation S Global
Note are owned either by non-U.S. persons or U.S. persons who purchased such
interests in a transaction that did not require registration under the
Securities Act and (ii) in the case of an exchange for an IAI Global Note,
certification that the interest in the Temporary Regulation S Global Note
is being transferred to an institutional


 


3





















 


“accredited investor” under the Securities Act that
is an institutional accredited investor acquiring the notes for its own account
or for the account of an institutional accredited investor.


 


Beneficial interests in
Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for
interests in Rule 144A Global Notes if (1) such exchange occurs in
connection with a transfer of Notes in compliance with Rule 144A and
(2) the transferor of the beneficial interest in the Temporary
Regulation S Global Note or the IAI Global Note, as applicable, first
delivers to the Trustee a written certificate (in a form satisfactory to the
Trustee) to the effect that the beneficial interest in the Temporary Regulation
S Global Note or the IAI Global Note, as applicable, is being transferred to a
Person (a) who the transferor reasonably believes to be a QIB,
(b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A, and (c) in accordance with
all applicable securities laws of the States of the United States and other
jurisdictions.


 


Beneficial interests in
Temporary Regulation S Global Notes and Rule 144A Global Notes may be
exchanged for an interest in IAI Global Notes if (1) such exchange occurs
in connection with a transfer of the notes in compliance with an exemption
under the Securities Act and (2) the transferor of the Regulation S
Global Note or Rule 144A Global Note, as applicable, first delivers to the
trustee a written certificate (substantially in the form of Exhibit 2) to the
effect that (A) the Regulation S Global Note or Rule 144A Global Note, as
applicable, is being transferred (a) to an “accredited investor” within
the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an
institutional investor acquiring the notes for its own account or for the
account of such an institutional accredited investor, in each case in a minimum
principal amount of the notes of $250,000, for investment purposes and not with
a view to or for offer or sale in connection with any distribution in violation
of the Securities Act and (B) in accordance with all applicable securities laws
of the States of the United States and other jurisdictions.


 


Beneficial interests in a
Rule 144A Global Note or an IAI Global Note may be transferred to a Person
who takes delivery in the form of an interest in a Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance
Period, only if the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such
transfer is being made in accordance with Rule 903 or 904 of Regulation S
or Rule 144 (if applicable).


 


The Rule 144A Global Note,
the IAI Global Note, the Temporary Regulation S Global Note and the Permanent
Regulation S Global Note are collectively referred to herein as “Global Notes”.  The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depository or its nominee as hereinafter
provided.


 


(b)           Book-Entry Provisions.  This Section 2.1(b) shall apply only to
a Global Note deposited with or on behalf of the Depository.


 


The Company
shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depository for such
Global Note or Global Notes or the nominee of such Depository


4





















 


and
(b) shall be delivered by the Trustee to such Depository or pursuant to
such Depository’s instructions or held by the Trustee as custodian for the
Depository.


 


Members of, or 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 by
the Trustee as the custodian of the Depository or under such Global Note, and
the Company, the Trustee and any agent of the Company or the Trustee shall be
entitled to treat the Depository as the absolute owner of such Global Note for
all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of
a holder of a beneficial interest in any Global Note.


 


(c)           Definitive Notes.  Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall
not be entitled to receive physical delivery of Definitive Notes.


 


2.2           Authentication.  The Trustee shall
authenticate and deliver:  (1) on
the Issuance Date, an aggregate principal amount of $275,000,000 81⁄2%
Senior Subordinated Notes due 2015,
(2) any Additional Notes for an original issue in an aggregate principal
amount specified in the written order of the Company pursuant to
Section 303 of the Indenture and
(3) Exchange Notes or
Private Exchange Notes for issue only in a Registered Exchange Offer or a
Private Exchange, respectively, pursuant to a Registration Rights Agreement,
for a like principal amount of Initial Notes, in each case upon a written order
of the Company signed by two Officers or by an Officer and either a Treasurer,
an Assistant Treasurer, a Secretary or an Assistant Secretary of the
Company.  Such order shall specify the
amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated and,
in the case of any issuance of Additional Notes pursuant to Section 312 of
the Indenture, shall certify that such issuance is in compliance with Section
1010 of the Indenture.


 


2.3           Transfer and Exchange.


 


(a)           Transfer and Exchange of
Definitive Notes.  When Definitive
Notes are presented to the Registrar with a request:


 


(x)                                   to register the transfer of such Definitive
Notes; or


 


(y)                                 to exchange such Definitive Notes for an
equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements
for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer
or exchange:


 


(i)            shall
be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the
Holder thereof or its attorney duly authorized in writing; and


 


5





















 


(ii)           if
such Definitive Notes are required to bear a restricted notes legend, they are
being transferred or exchanged pursuant to an effective registration statement
under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A),
(B) or (C) below, and are accompanied by the following additional information
and documents, as applicable:


 


(A)          if such Definitive Notes are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or


 


(B)           if such Definitive Notes are being
transferred to the Company, a certification to that effect; or


 


(C)           if such Definitive Notes are being
transferred (x) pursuant to an exemption from registration in accordance
with Rule 144A, Regulation S or Rule 144 under the Securities
Act; or (y) in reliance upon another exemption from the requirements of the
Securities Act: (i) a certification to that effect (in the form set forth
on the reverse of the Note) and (ii) if the Company so requests, an Opinion of
Counsel or other evidence reasonably satisfactory to it as to the compliance
with the restrictions set forth in the legend set forth in
Section 2.3(e)(i).


 


(b)           Restrictions on Transfer of a
Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged
for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a
Permanent Regulation S Global Note except upon satisfaction of the
requirements set forth below.  Upon
receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:


 


(i)            certification, in the form set forth on the reverse of
the Note, that such Definitive Note is either (A) being transferred to a QIB in
accordance with Rule 144A, (B) being transferred to an IAI or
(C) being transferred after expiration of the Distribution Compliance
Period by a Person who initially purchased such Note in reliance on Regulation
S to a buyer who elects to hold its interest in such Note in the form of a
beneficial interest in the Permanent Regulation S Global Note; and


 


(ii)           written instructions directing the Trustee to make, or to
direct the Notes Custodian to make, an adjustment on its books and records with
respect to such Rule 144A Global Note (in the case of a transfer pursuant to
clause (b)(i)(A)), IAI Global Note (in the case of a transfer pursuant to
clause (b)(1)(B)) or Permanent Regulation S Global Note (in the case
of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the
aggregate principal amount of the Notes represented by the Rule 144A Global
Note, IAI Global Note or Permanent Regulation S Global Note, as
applicable, such instructions to contain information regarding the Depository account
to be credited with such increase,


 


6





















 


then the Trustee shall
cancel such Definitive Note and cause, or direct the Notes Custodian to cause,
in accordance with the standing instructions and procedures existing between
the Depository and the Notes Custodian, the aggregate principal amount of Notes
represented by the Rule 144A Global Note, IAI Global Note or Permanent
Regulation S Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and shall credit or
cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Note, IAI
Global Note or Permanent Regulation S Global Note, as applicable, equal to the
principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes, IAI Global
Notes or Permanent Regulation S Global Notes, as applicable, are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers’ Certificate of the
Company, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S
Global Note, as applicable, in the appropriate principal amount.


 


(c)           Transfer and Exchange of Global
Notes.


 


(i)            The transfer and exchange of Global Notes or beneficial
interests therein shall be effected through the Depository, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein,
if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a
Global Note shall deliver to the Registrar a written order given in accordance
with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with a beneficial interest
in the Global Note.  The Registrar shall,
in accordance with such instructions instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.


 


(ii)           If the proposed transfer is a transfer of a beneficial
interest in one Global Note to a beneficial interest in another Global Note,
the Registrar shall reflect on its books and records the date and an increase
in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of the Global Note from
which such interest is being transferred.


 


(iii)          Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Note may
not be transferred as a whole except 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 or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.


 


(iv)          In the event that Global Note is exchanged for Definitive
Notes to Section 2.4 of this Appendix, prior to the consummation of a
Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Notes, such Notes may be exchanged only in
accordance with


 


7





















 


such procedures as are substantially consistent with
the provisions of this Section 2.3 (including the certification requirements
set forth on the reverse of the Initial Notes intended to ensure that such
transfers comply with Rule 144A, Regulation S or another applicable exemption
under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company.


 


(d)           Restrictions on Transfer of
Temporary Regulation S Global Notes. 
During the Distribution Compliance Period, beneficial ownership
interests in Temporary Regulation S Global Notes may only be sold, pledged or
transferred in accordance with the Applicable Procedures and only (i) to
the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an
interest in a Permanent Regulation S Global Note), (iii) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any State of the United
States.


 


(e)           Legend.


 


(i)            Except as permitted by the following
paragraphs (ii), (iii) and (iv), each Note certificate evidencing the
Global Notes (and all Notes issued in exchange therefor or in substitution
thereof) shall bear a legend in substantially the following form:


 


THE NOTES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED
HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN
AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES


 


8





















 


ACT, (C) FOR SO LONG AS THE
NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 


(ii)           Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act, the Registrar shall permit the transferee
thereof to exchange such Transfer Restricted Note for a certificated Note that
does not bear the legend set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note, if the transferor thereof certifies
in writing to the Registrar that such sale or transfer was made in reliance on
Rule 144 (such certification to be in the form set forth on the reverse of
the Note).


 


(iii)          After a transfer of any Initial Notes or Private Exchange
Notes pursuant to and during the period of the effectiveness of a Shelf
Registration Statement with respect to such Initial Notes or Private Exchange
Notes, as the case may be, all requirements pertaining to legends on such
Initial Note or such Private Exchange Note will cease to apply, the
requirements requiring any such Initial Note or such Private Exchange Note
issued to certain Holders be issued in global form will cease to apply, and a
certificated Initial Note or Private Exchange Note or an Initial Note or
Private Exchange Note in global form, in each case without restrictive transfer
legends, will be available to the transferee of the Holder of such Initial
Notes or Private Exchange Notes upon exchange of such transferring Holder’s
certificated Initial Note or Private Exchange Note or directions to transfer
such Holder’s interest in the Global Note, as applicable.


 


9





















 


(iv)          Upon the consummation of a Registered Exchange Offer with
respect to the Initial Notes, all requirements pertaining to such Initial Notes
that Initial Notes issued to certain Holders be issued in global form will
still apply with respect to Holders of such Initial Notes that do not exchange
their Initial Notes, and Exchange Notes in certificated or global form, in each
case without the restricted notes legend set forth in Exhibit 1 hereto
will be available to Holders that exchange such Initial Notes in such
Registered Exchange Offer.


 


(v)           Upon the consummation of a Private Exchange with respect
to the Initial Notes, all requirements pertaining to such Initial Notes that
Initial Notes issued to certain Holders be issued in global form will still
apply with respect to Holders of such Initial Notes that do not exchange their
Initial Notes, and Private Exchange Notes in global form with the global notes
legend and the applicable restricted notes legend set forth in Exhibit 1
hereto will be available to Holders that exchange such Initial Notes in such
Private Exchange.


 


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


 


(g)           No Obligation of the Trustee.


 


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


 


(ii)           The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in


 


10





















 


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


 


2.4           Definitive Notes.


 


(a)           A Global Note deposited with the
Depository or with the Trustee as Notes Custodian for the Depository pursuant
to Section 2.1 shall be transferred to the beneficial owners thereof in
the form of Definitive Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if
such transfer complies with Section 2.3 hereof and (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Note and the Depository fails to appoint a successor depository
or if at any time such Depository ceases to be a “clearing agency” registered
under the Exchange Act, in either case, and a successor depository is not
appointed by the Company within 90 days of such notice, or (ii) an
Event of Default has occurred and is continuing or (iii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Notes under this Indenture.


 


(b)           Any Global Note that is transferable
to the beneficial owners thereof pursuant to this Section 2.4 shall be
surrendered by the Depository to the Trustee located at its principal corporate
trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations.  Any portion of
a Global Note transferred pursuant to this Section 2.4 shall be executed,
authenticated and delivered only in denominations of $2,000 principal amount
and any integral multiples of $1,000 in excess thereof and registered in such
names as the Depository shall direct. 
Any Definitive Note delivered in exchange for an interest in the
Transfer Restricted Note shall, except as otherwise provided by
Section 2.3(e) hereof, bear the applicable restricted notes legend and
definitive notes legend set forth in Exhibit 1 hereto.


 


(c)           Subject to the provisions of
Section 2.4(b) hereof, the registered Holder of a Global Note shall be
entitled to 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.


 


(d)           In the event of the occurrence of one
of the events specified in Section 2.4(a) hereof, the Company shall
promptly make available to the Trustee a reasonable supply of Definitive Notes
in definitive, fully registered form without interest coupons.  In the event that such Definitive Notes are
not issued, the Company expressly acknowledges, with respect to the right of
any Holder to pursue a remedy pursuant to this Indenture, including pursuant to
Section 507, the right of any beneficial owner of Notes to pursue such remedy
with respect to the portion of the Global Note that represents such beneficial
owner’s Notes as if such Definitive Notes had been issued.


 


11





















 


EXHIBIT 1


to Rule 144A / Regulation S / IAI Appendix


 


[FORM OF FACE OF INITIAL NOTE]


[Global Notes Legend]


 


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


 


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


 


[[FOR REGULATION S GLOBAL
NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE
OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH
RULE 144A THEREUNDER.]


 


[Restricted Notes Legend for
Notes]


 


THE NOTES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED
HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN
AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT


 





















 


PRIOR TO (X) THE DATE WHICH
IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER
THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST
DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”),
OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE
TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE
IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.


 


2





















 


	
  No.

  	
   

  	
  $

  



 


81⁄2% Senior Subordinated
Notes due 2015


 


Accuride Corporation, a
Delaware corporation, promises to pay to           ,
or registered assigns, the principal sum of
            
Dollars on February 1, 2015.


 


Interest Payment Dates:  February 1 and August 1.


 


Record Dates:  January 15 and July 15.


 


Additional provisions of
this Note are set forth on the other side of this Note.


 


Dated:


 


	
  ACCURIDE
  CORPORATION

  
	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


	
  THE
  BANK OF NEW YORK TRUST

  COMPANY, N.A.

  	
   

  
	
  as Trustee, certifies

  that this is one of

  the Notes referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
					



 


3





















 


[FORM OF REVERSE SIDE OF
INITIAL NOTE]

81⁄2% Senior Subordinated Note due 2015


 


1.             Principal and Interest; Subordination


 


The Company will pay the
principal of this Note on February 1, 2015.


 


The Company promises to pay
interest and Special Interest, if any, on the principal amount of this Note on
each Interest Payment Date, as set forth below, at the rate of 81⁄2% per annum
(subject to adjustment as provided below).


 


Interest, and Special
Interest, if any, will be payable semi-annually (to the Holders of record of
the Notes (or any predecessor Notes) at the close of business on January 15 or July
15 immediately preceding the Interest Payment Date) on each Interest Payment
Date, commencing August 1, 2005.


 


The Holder of this Note is
entitled to the benefits of the Registration Rights Agreement, dated January
31, 2005, among the Company, the Guarantors and the Initial Purchasers named
therein (the “Registration Rights Agreement”).


 


Interest on this Note will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from January 31, 2005 [; provided that, if there is no existing default in the
payment of interest and if this Note is authenticated between a Regular Record
Date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such Interest Payment Date].  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


The Company shall pay
interest and Special Interest if any, on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum equal to the rate of interest applicable to the Notes.


 


The indebtedness evidenced
by the Notes is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness, and this Note is issued subject to such provisions.  Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in the Indenture and (c) appoints the Trustee its attorney in-fact for such
purpose.


 


2.             Method of Payment.


 


The Company will pay
interest (except defaulted interest) on the principal amount of the Notes on
each February 1 and August 1 to the Persons who are Holders (as reflected in
the Note Register at the close of business on January 15 and July 15
immediately preceding the Interest Payment Date), in each case, even if the
Note is cancelled on registration of transfer or registration of exchange after
such Regular Record Date; provided
that, with respect to the payment of principal, the Company will make payment
to the Holder that surrenders this Note to any Paying Agent on or after
February 1, 2015.


 


4





















 


The Company will pay principal
(premium, if any) and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  However, the Company may pay principal
(premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes
either (a) by mailing a check for such interest to a Holder’s registered
address (as reflected in the Note Register) or (b) by wire transfer to an
account located in the United States maintained by the payee.  If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


 


3.             Paying Agent and Note Registrar.


 


Initially, The Bank of New
York Trust Company, N.A., a national banking association (the “Trustee”), will
act as Paying Agent and Note Registrar. 
The Company may change any Paying Agent or Note Registrar upon written
notice thereto.  The Company, any Subsidiary
or any Affiliate of any of them may act as Paying Agent, Note Registrar or
co-registrar.


 


4.             Indenture.


 


The Company issued the Notes
under an Indenture dated as of January 31, 2005 (the “Indenture”), among the
Company, the Guarantors and the Trustee. 
Capitalized terms herein are used as defined in the Indenture unless
otherwise indicated.  The terms of the
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms.  To the
extent permitted by applicable law, in the event of any inconsistency between
the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.


 


The Notes are unsecured
senior obligations of the Company.  The
Indenture does not limit the aggregate principal amount of the Notes.


 


5.             Redemption.


 


Optional Redemption.  At
any time on or prior to February 1, 2010, the Company may redeem all or a part
of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed
by first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any, to
the Redemption Date, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.


 


On and after February 1,
2010, the Company may redeem the Notes, in whole or in part, upon not less than
30 nor more than 60 days’ prior notice by first class mail, postage
prepaid, with a copy to the Trustee, to each Holder of Notes to the address of
such Holder appearing in the Note Register 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 applicable Redemption
Date, subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date, if redeemed during
the twelve-month period beginning on February 1 of each of the years indicated
below:


 


5





















 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2010

  	
   

  	
  104.250

  	
  %

  
	
  2011

  	
   

  	
  102.833

  	
  %

  
	
  2012

  	
   

  	
  101.417

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, until February
1, 2008, the Company may, at its option, redeem up to 40% of the aggregate
principal amount of Notes issued under the Indenture at a redemption price
equal to 108.500% of the aggregate principal amount thereof, plus accrued and
unpaid interest thereon and Special Interest, if any, to the applicable
Redemption Date, subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date, with
the net proceeds of one or more Equity Offerings; provided that at least 60% of the sum of the aggregate
principal amount of Notes originally issued under the Indenture remains
outstanding immediately after the occurrence of each such redemption; provided further that each such redemption
occurs within 90 days of the date of closing of each such Equity Offering.


 


6.             Repurchase upon a Change of Control and Asset Sales.


 


Upon the occurrence of
(a) a Change of Control, unless the Company has elected to redeem the
Notes in connection with such Change of Control, the Holders of the Notes will
have the right to require that the Company purchase such Holder’s outstanding
Notes, in whole or in part, at a purchase price of 101% of the principal amount
thereof, plus accrued and unpaid interest and Special Interest, if any, to the
date of purchase, subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date and
(b) Asset Sales, the Company may be obligated to make offers to purchase
Notes and Pari Passu Indebtedness of the Company with a portion of the Net
Proceeds of such Asset Sales at a redemption price of 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.


 


7.             Denominations; Transfer; Exchange.


 


The Notes are in registered
form without coupons in denominations of $2,000 principal amount and whole
multiples of $1,000 in excess thereof.  A
Holder may transfer or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed or 15 days before an interest payment date.


 


8.             Persons Deemed Owners.


 


A registered Holder may be
treated as the owner of a Note for all purposes.


 


6





















 


9.             Unclaimed Money.


 


If money for the payment of
principal (premium, if any) or interest remains unclaimed for two years, the
Trustee and the Paying Agent 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, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.


 


10.           Discharge and Defeasance Prior to Redemption or
Maturity.


 


If the Company irrevocably
deposits, or causes to be deposited, with the Trustee money or Government
Securities sufficient to pay the then outstanding principal of (premium, if
any) and accrued interest on the Notes (a) to Redemption Date or Maturity,
the Company will be discharged from its obligations under the Indenture and the
Notes, except in certain circumstances for certain covenants thereof, and
(b) to the Stated Maturity, the Company will be discharged from certain
covenants set forth in the Indenture.


 


11.           Amendment; Supplement; Waiver.


 


Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the Outstanding Notes, and any existing Default or Event of Default or
compliance with any provision may be waived with the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Notes.  Without notice to or the consent
of any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, omission, mistake, defect or
inconsistency and make any change that does not adversely affect the rights of
any Holder.


 


12.           Restrictive Covenants.


 


The Indenture contains
certain covenants, including covenants with respect to the following matters:
(i) Restricted Payments; (ii) Incurrence of Indebtedness and Issuance
of Disqualified Stock; (iii) Liens; (iv) transactions with Affiliates;
(v) dividend and other payment restrictions affecting Restricted
Subsidiaries; (vi) guarantees of Indebtedness by Restricted Subsidiaries;
(vii) incurrence of other Pari Passu Indebtedness; (viii) merger and
certain transfers of assets; (ix) purchase of Notes upon a Change in
Control; and (x) disposition of proceeds of Asset Sales.  Within 120 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each fiscal year, the Company must report to the Trustee on compliance
with such limitations.


 


13.           Successor Persons.


 


When a successor Person or
other entity assumes all the obligations of its predecessor under the Notes and
the Indenture, the predecessor Person will be released from those obligations.


 


7





















 


14.           Remedies for Events of Default.


 


If an Event of Default, as
defined in the Indenture, occurs and is continuing, the Trustee or the Holders
of at least 30% in principal amount of the Outstanding Notes may declare all
the Notes to be immediately due and payable; provided,
however, that, so long as any Indebtedness permitted to be incurred
under the Indenture as part of the Senior Credit Facilities shall be
outstanding, no such acceleration shall be effective until the earlier of (1)
acceleration of any such Indebtedness under the Senior Credit Facilities, or
(2) five Business Days after the giving of written notice of such acceleration
to the Company and the Bank Agent.  If a
bankruptcy or insolvency default with respect to the Company or any of its
Significant Subsidiaries occurs and is continuing, the Notes automatically
become immediately due and payable. 
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any rights or powers under the
Indenture at the request or direction of any of the Holders of the Notes unless
such Holders have offered to the Trustee reasonable indemnity satisfactory to
it against any cost, liability or expense. 
Subject to certain restrictions, the Holders of not less than a majority
in principal amount of the Outstanding Notes are given the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or any Guarantee or that
the Trustee determines is unduly prejudicial to the rights of any other Holder
of a Note or that would involve the Trustee in personal liability.


 


15.           Guarantees.


 


The Company’s obligations
under the Notes are fully, irrevocably and unconditionally guaranteed on an
unsecured senior subordinated basis, to the extent set forth in the Indenture,
by each of the Guarantors.


 


16.           Trustee Dealings with Company.


 


The Trustee under the
Indenture, 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, and otherwise deal with, the Company and its Affiliates as if it were not
the Trustee.


 


17.           Authentication.


 


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


 


18.           Abbreviations.


 


Customary abbreviations may
be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the 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).


 


8





















 


19.           CUSIP Numbers.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


20.           Holders’ Compliance with the Registration Rights
Agreement.


 


Each Holder of a Note, by acceptance
hereof, acknowledges and agrees to the provisions of the Registration Rights
Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.


 


21.           Governing Law.


 


THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company will furnish to
any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to
Accuride Corporation, 7140 Office Circle, Evansville, Indiana 47715, Attention:
General Counsel.


 


Capitalized terms used
herein but not defined herein shall have the meanings given to such terms in
the Indenture.


 


9





















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer
this Note to


 


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


 


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


 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
    Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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


 


In connection with any
transfer of any of the Notes evidenced by this certificate occurring prior to
the expiration of the period referred to in Rule 144(k) under the
Securities Act after the later of the date of original issuance of such
Notes and the last date, if any, on which such Notes were owned by the Company
or any Affiliate of the Company, the undersigned confirms that such Notes are
being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


o            to
the Company; or


 


(1)                                      o           pursuant
to an effective registration statement under the Securities Act of 1933; or


 


(2)                                      o           inside
the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule 144A, in each case
pursuant to and in compliance with Rule 144A under the Securities Act of
1933; or


 


(3)                                      o           outside
the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or


 


(4)                                      o           pursuant
to the exemption from registration provided by Rule 144 under the Securities
Act of 1933; or


 


10





















 


(5)                                      o           to
an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or
(7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements relating to the
transfer of this Note (the form of which can be obtained from the Trustee) and,
if such transfer is in respect of an aggregate principal amount of notes less
than $250,000, an opinion of counsel acceptable to the Company that such
transfer is in compliance with the Securities Act.


 


Unless one of the boxes is
checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4) is checked, the Trustee shall
be entitled to require, prior to registering any such transfer of the Notes,
such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


 


	
   

  	
   

  
	
  Signature

  



 


Signature
Guarantee:


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  	
  Signature

  



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Notes 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 Notes Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


11





















 


TO BE COMPLETED BY PURCHASER IF (2) 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 of 1933, 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

  



 


12





















 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


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


 


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal amount of this

  Global Note

  	
   

  	
  Amount of increase in

  Principal amount of this 

  Global Note

  	
   

  	
  Principal amount of this

  Global Note following such 

  decrease or increase)

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Notes Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13





















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 1016
or 1017 of the Indenture, check the box:                o


 


o  If you want to elect to have only part of
this Note purchased by the Company pursuant to Section 1016 or 1017 of the Indenture, state
the amount in principal amount:  $


 


 


	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  	
   

  
								



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Notes 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 Notes Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


14





















 


EXHIBIT 2


to Rule 144A / Regulation S / IAI Appendix


 


Form of


Transferee Letter of
Representation


 


Accuride Corporation


7140 Office Circle


Evansville, Indiana 47715



In care of

[          ]

[          ]

[          ]



Ladies and Gentlemen:


This certificate is
delivered to request a transfer of $          principal
amount of the 81⁄2% Senior Subordinated Notes due 2015 (the “Notes”) of Accuride
Corporation, a Delaware corporation (the “Company”).


 


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


 


	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer ID Number:

  	
   

  	
   

  	
   

  
						



 


The undersigned represents
and warrants to you that:


 


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


 


2.             We understand that the Notes have not been
registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. 
We agree on our own behalf and on behalf of any investor account for
which we are purchasing Notes to offer, sell or otherwise transfer such Notes
prior to the date that is two years after the later of the date of original
issue and the last date on which the Company or any affiliate of the Company
was the owner of such Notes (or any predecessor thereto) (the “Resale
Restriction Termination Date”) only (i) to the Company, (ii) in the
United States to a person whom the seller reasonably believes is a qualified
institutional buyer in a transaction meeting the requirements of


 





















 


Rule 144A, (iii) to an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
that is an institutional accredited investor purchasing for its own account or
for the account of an institutional accredited investor, in each case in a
minimum principal amount of the Notes of $250,000, (iv) outside the United
States in a transaction complying with the provisions of Rule 904 under the
Securities Act, (v) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 (if available) or (vi) pursuant to an
effective registration statement under the Securities Act, in each of cases (i)
through (vi) subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state
securities laws.  The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date.  If any resale or other
transfer of the Notes is proposed to be made pursuant to clause (iii)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter
to the Company and the Trustee, which shall provide, among other things, that
the transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is
acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act.  Each
purchaser acknowledges that the Company and the Trustee reserve the right prior
to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Notes pursuant to clause (iii), (iv) or (v)
above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.


 


	
   

  	
  TRANSFEREE:

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
					



 


2





















 


EXHIBIT A


 


[FORM OF FACE OF EXCHANGE
NOTE

OR PRIVATE EXCHANGE NOTE] */**/


 










*/ [If the Note is to be
issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A
and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL
NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”


 


**/ [If the Note is a
Private Exchange Note issued in a Private Exchange to an Initial Purchaser
holding an unsold portion of its initial allotment, add the Restricted Notes
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in
this Exhibit A with the Assignment Form included in such Exhibit 1.]


 





















 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


81⁄2% Senior Subordinated
Notes due 2015


 


Accuride Corporation, a Delaware corporation, promises
to pay to          , or
registered assigns, the principal sum of              
Dollars on February 1, 2015.


 


Interest Payment Dates:  February 1 and August 1.


 


Record Dates: 
January 15 and July 15.


 


Additional provisions of this Note are set forth on
the other side of this Note.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  ACCURIDE
  CORPORATION 

  	
   

  
	
  By
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
   

  	
   

  



 


 


	
  TRUSTEE’S CERTIFICATE OF

  	
   

  
	
   

  	
  AUTHENTICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK TRUST

  	
   

  
	
  COMPANY, N.A.

  	
   

  
	
   

  	
  as Trustee, certifies

  that this is one of

  the Notes referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
				



 


2





















 


[FORM OF REVERSE SIDE OF
EXCHANGE NOTE

OR PRIVATE EXCHANGE NOTE]


 


81⁄2% Senior Subordinated Note
due 2015


 


1.             Principal
and Interest; Subordination.


 


The Company will pay the principal of this Note on
February 1, 2015.


 


The Company promises to pay interest and Special
Interest, if any, on the principal amount of this Note on each Interest Payment
Date, as set forth below, at the rate of 81⁄2% per annum (subject to adjustment
as provided below) except that interest accrued on this Note pursuant to the
fourth paragraph of this Section 1 for periods prior to the applicable dates on
which the Exchange Offer Registration Statement or Shelf Registration Statement
(as such terms are defined in the Registration Rights Agreement referred to
below) will accrue at the rate or rates borne by the Notes from time to time
during such periods.


 


Interest, and Special Interest, if any, will be
payable semi-annually (to the Holders of record of the Notes (or any
predecessor Notes) at the close of business on February 1 or August 1
immediately preceding the Interest Payment Date) on each Interest Payment Date,
commencing August 1, 2005.


 


The Holder of this Note is entitled to the benefits of
the Registration Rights Agreement, dated January 31, 2005, among the Company,
the Guarantors and the Initial Purchasers named therein (the “Registration
Rights Agreement”).


 


Interest on this Note will accrue from the most recent
date to which interest has been paid on this Note or the Note surrendered in exchange
herefor or, if no interest has been paid, from January 31, 2005; provided that, if there is no existing
default in the payment of interest and if this Note is authenticated between a
Regular Record Date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such Interest Payment
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 


The Company shall pay interest and Special Interest if
any, on overdue principal and premium, if any, and interest on overdue
installments of interest, to the extent lawful, at a rate per annum equal to
the rate of interest applicable to the Notes.


 


The indebtedness evidenced by the Notes is, to the
extent and in the manner provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full of all Senior Indebtedness, and
this Note is issued subject to such provisions. 
Each Holder of this Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee its attorney in-fact for such purpose.


 


3





















 


2.             Method
of Payment.


 


The Company will pay interest (except defaulted
interest) on the principal amount of the Notes on each February 1 and August 1
to the Persons who are Holders (as reflected in the Note Register at the close
of business on January 15 and July 15 immediately preceding the Interest
Payment Date), in each case, even if the Note is cancelled on registration of
transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment
of principal, the Company will make payment to the Holder that surrenders this
Note to any Paying Agent on or after February 1, 2015.


 


The Company will pay principal (premium, if any) and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. 
However, the Company may pay principal (premium, if any) and interest by
its check payable in such money.  The
Company may pay interest on the Notes either (a) by mailing a check for such
interest to a Holder’s registered address (as reflected in the Note Register)
or (b) by wire transfer to an account located in the United States maintained
by the payee.  If a payment date is a
date other than a Business Day at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day and no interest
shall accrue for the intervening period.


 


3.             Paying
Agent and Note Registrar.


 


Initially, The Bank of New York Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Note
Registrar.  The Company may change any
Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Note Registrar or co-registrar.


 


4.             Indenture.


 


The Company issued the Notes under an Indenture dated
as of January 31, 2005 (the “Indenture”), among the Company, the Guarantors and
the Trustee.  Capitalized terms herein
are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.


 


The Notes are unsecured senior obligations of the
Company.  The Indenture does not limit
the aggregate principal amount of the Notes.


 


5.             Redemption.


 


Optional Redemption.  At any time on or prior to February 1, 2010,
the Company may redeem all or a part of the Notes, upon not less than 30 nor
more than 60 days’ prior notice mailed by first-class mail to each Holder’s
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest
and Special Interest, if any, to the Redemption Date, subject to the 


 


4





















 


rights of Holders
of Notes on the relevant record date to receive interest due on the relevant
interest payment date.


 


On and after February 1, 2010, the Company may redeem
the Notes, in whole or in part, upon not less than 30 nor more than
60 days’ prior notice by first class mail, postage prepaid, with a copy to
the Trustee, to each Holder of Notes to the address of such Holder appearing in
the Note Register 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 applicable Redemption Date, subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date, if redeemed during the twelve-month
period beginning on February 1 of each of the years indicated below:


 


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  104.250

  	
  %

  
	
  2011

  	
   

  	
  102.833

  	
  %

  
	
  2012

  	
   

  	
  101.417

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, until February 1, 2008, the Company may,
at its option, redeem up to 40% of the aggregate principal amount of Notes
issued under the Indenture at a redemption price equal to 108.500% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon
and Special Interest, if any, to the applicable Redemption Date, subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date, with the net proceeds of one or more
Equity Offerings; provided that
at least 60% of the sum of the aggregate principal amount of Notes originally
issued under the Indenture remains outstanding immediately after the occurrence
of each such redemption; provided further that
each such redemption occurs within 90 days of the date of closing of each
such Equity Offering.


 


6.             Repurchase
upon a Change of Control and Asset Sales.


 


Upon the occurrence of (a) a Change of Control,
unless the Company has elected to redeem the Notes in connection with such
Change of Control, the Holders of the Notes will have the right to require that
the Company purchase such Holder’s outstanding Notes, in whole or in part, at a
purchase price of 101% of the principal amount thereof, plus accrued and unpaid
interest and Special Interest, if any, to the date of purchase, subject to the
right of Holders of record on the relevant record date to receive interest on
the relevant interest payment date and (b) Asset Sales, the Company may be
obligated to make offers to purchase Notes and Pari Passu Indebtedness of the
Company with a portion of the Net Proceeds of such Asset Sales at a redemption
price of 100% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase.


 


7.             Denominations;
Transfer; Exchange.


 


The Notes are in registered form without coupons in
denominations of $2,000 principal amount and whole multiples of $1,000 in
excess thereof.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other


 


5





















 


things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Note Registrar need not register the transfer or exchange of any
Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of
15 days before a selection of Notes to be redeemed or 15 days before an
interest payment date.


 


8.             Persons
Deemed Owners.


 


A registered Holder may be treated as the owner of a
Note for all purposes.


 


9.             Unclaimed
Money.


 


If money for the payment of principal (premium, if
any) or interest remains unclaimed for two years, the Trustee and the Paying
Agent 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, unless an abandoned property law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.


 


10.           Discharge
and Defeasance Prior to Redemption or Maturity.


 


If the Company irrevocably deposits, or causes to be
deposited, with the Trustee money or Government Securities sufficient to pay
the then outstanding principal of (premium, if any) and accrued interest on the
Notes (a) to Redemption Date or Maturity, the Company will be discharged
from its obligations under the Indenture and the Notes, except in certain
circumstances for certain covenants thereof, and (b) to the Stated
Maturity, the Company will be discharged from certain covenants set forth in
the Indenture.


 


11.           Amendment;
Supplement; Waiver.


 


Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Outstanding Notes, and
any existing Default or Event of Default or compliance with any provision may
be waived with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any
Holder, the parties thereto may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, omission, mistake, defect or
inconsistency and make any change that does not adversely affect the rights of
any Holder.


 


12.           Restrictive
Covenants.


 


The Indenture contains certain covenants, including
covenants with respect to the following matters: (i) Restricted Payments;
(ii) Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii)
Liens; (iv) transactions with Affiliates; (v) dividend and other
payment restrictions affecting Restricted Subsidiaries; (vi) guarantees of
Indebtedness by Restricted Subsidiaries; (vii) incurrence of other Pari
Passu Indebtedness; (viii) merger and certain transfers of assets;
(ix) purchase of Notes upon a Change in Control; and (x) disposition
of proceeds of Asset Sales.  Within 120
days (or the successor time period then in effect under the rules and


 


6





















 


regulations of the
Exchange Act) after the end of each fiscal year, the Company must report to the
Trustee on compliance with such limitations.


 


13.           Successor
Persons.


 


When a successor Person or other entity assumes all
the obligations of its predecessor under the Notes and the Indenture, the
predecessor Person will be released from those obligations.


 


14.           Remedies
for Events of Default.


 


If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 30% in
principal amount of the Outstanding Notes may declare all the Notes to be
immediately due and payable; provided, however,
that, so long as any Indebtedness permitted to be incurred under the Indenture
as part of the Senior Credit Facilities shall be outstanding, no such
acceleration shall be effective until the earlier of (1) acceleration of any
such Indebtedness under the Senior Credit Facilities, or (2) five Business Days
after the giving of written notice of such acceleration to the Company and the
Bank Agent.  If a bankruptcy or
insolvency default with respect to the Company or any of its Significant Subsidiaries
occurs and is continuing, the Notes automatically become immediately due and
payable.  Subject to the provisions of
the Indenture relating to the duties of the Trustee, in case an Event of
Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any rights or powers under the Indenture at the request or direction
of any of the Holders of the Notes unless such Holders have offered to the
Trustee reasonable indemnity satisfactory to it against any cost, liability or expense.  Subject to certain restrictions, the Holders
of not less than a majority in principal amount of the Outstanding Notes are
given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust
or power conferred on the Trustee.  The
Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or any Guarantee or that the Trustee determines is unduly
prejudicial to the rights of any other Holder of a Note or that would involve
the Trustee in personal liability.


 


15.           Guarantees.


 


The Company’s obligations under the Notes are fully,
irrevocably and unconditionally guaranteed on an unsecured senior subordinated
basis, to the extent set forth in the Indenture, by each of the Guarantors.


 


16.           Trustee
Dealings with Company.


 


The Trustee under the Indenture, 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, and otherwise deal with, the
Company and its Affiliates as if it were not the Trustee.


 


17.           Authentication.


 


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


 


7





















 


18.           Abbreviations.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the 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).


 


19.           CUSIP
Numbers.


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


20.           Holders’
Compliance with the Registration Rights Agreement.


 


Each Holder of a Note, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.


 


21.           Governing
Law.


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to Accuride Corporation,
7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel.


 


Capitalized terms used herein but not defined herein shall have the
meanings given to such terms in the Indenture.


 


8





















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer
this Note to


 


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


 


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


 


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


 


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  



 


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


 


9





















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 1016
or 1017 of the Indenture, check the box:                o


 


o  If you want to elect to have only part of
this Note purchased by the Company pursuant to Section 1016 or 1017 of the Indenture, state
the amount in principal amount:  $


 


	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  	
   

  
								



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Notes 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 Notes Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


10





















 


EXHIBIT B


 


[FORM OF NOTATION OF GUARANTEE]


 


For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture dated as of January 31, 2005 (the “Indenture”)
among Accuride Corporation (the “Company”), the Guarantors party thereto and
The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), (a) the
due and punctual payment of the principal of, premium and Special Interest, if
any, and interest on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same 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 Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article 12 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. 
Each Holder of a Note, by accepting the same, agrees to and shall be
bound by such provisions.


 


Capitalized terms used but not defined herein have the
meanings given to them in the Indenture.


 


	
   

  	
  [NAME
  OF GUARANTOR(S)]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of                 ,
200  , among                   
(the “Guaranteeing Subsidiary”), a subsidiary of Accuride Corporation (or its
permitted successor), a Delaware corporation (the “Company”), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and The Bank
of New York Trust Company, N.A., as trustee under the Indenture referred to
below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of January
31, 2005 providing for the issuance of 81⁄2% Senior Subordinated Notes due 2015
(the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”);
and


 


WHEREAS, pursuant to Section 901 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.             CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.             AGREEMENT
TO GUARANTEE.  The Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 12 thereof.


 


3.             NO
RECOURSE AGAINST OTHERS.  No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the 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.  Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the Commission that such a waiver is against public policy.


 





















 


4.             GOVERNING
LAW.  THIS SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


5.             COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


6.             EFFECT
OF HEADINGS.  The Section headings herein
are for convenience only and shall not affect the construction hereof.


 


7.             THE
TRUSTEE.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Company.


 


2





















 


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


 


	
   

  	
  Dated:

  	
   

  	
  , 20

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Existing
  Guarantors]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


3





















 


EXHIBIT D


 


INCUMBENCY CERTIFICATE


 


The undersigned,             ,
being the             
of             
(the “Company”) does hereby certify that the individuals listed below are
qualified and acting officers of the Company as set forth in the right column
opposite their respective names and the signatures appearing in the extreme
right column opposite the name of each such officer is a true specimen of the
genuine signature of such officer and such individuals have the authority to
execute documents to be delivered to, or upon the request of, The Bank of New
York Trust Company, N.A., as Trustee under the Indenture dated as of January
31, 2005, by and among the Company, the Guarantors and The Bank of New York
Trust Company, N.A.


 


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Certificate as of the      day of         ,
20  .


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: