exv4w1



 







Exhibit 4.1




 





HANOVER COMPRESSOR COMPANY,




as Issuer




HANOVER COMPRESSION LIMITED PARTNERSHIP,




as Subsidiary Guarantor




and




WACHOVIA BANK, NATIONAL ASSOCIATION,




as Trustee




 






Fourth Supplemental Indenture




Dated as of March 31, 2006




to




Senior Indenture




Dated as of December 15, 2003




 






71/2% Senior Notes due 2013




 

















 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	2	 
	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	2	 
	 
	 	 	 	 
	SECTION 102. Effect of Headings and Table of Contents
	 	 	33	 
	 
	 	 	 	 
	SECTION 103. Successors and Assigns
	 	 	33	 
	 
	 	 	 	 
	SECTION 104. Separability Clause
	 	 	33	 
	 
	 	 	 	 
	SECTION 105. Benefits of Supplemental Indenture
	 	 	33	 
	 
	 	 	 	 
	SECTION 106. Governing Law
	 	 	33	 
	 
	 	 	 	 
	SECTION 107. No Personal Liability of Directors, Officers, Employees, Stockholders
or Incorporators
	 	 	34	 
	 
	 	 	 	 
	SECTION 108. Priority of Supplemental Indenture
	 	 	34	 
	 
	 	 	 	 
	SECTION 109. Counterparts
	 	 	34	 
	 
	 	 	 	 
	ARTICLE TWO. SECURITY FORMS
	 	 	34	 
	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	34	 
	 
	 	 	 	 
	SECTION 202. Global Security Legend
	 	 	35	 
	 
	 	 	 	 
	SECTION 203. Form of Trustee’s Certificate of Authentication
	 	 	35	 
	 
	 	 	 	 
	ARTICLE THREE. THE SECURITIES
	 	 	36	 
	 
	 	 	 	 
	SECTION 301. Title and Terms
	 	 	36	 
	 
	 	 	 	 
	SECTION 302. CUSIP Numbers
	 	 	37	 
	 
	 	 	 	 
	ARTICLE FOUR. REMEDIES
	 	 	37	 
	 
	 	 	 	 
	SECTION 401. Events of Default
	 	 	37	 
	 
	 	 	 	 
	SECTION 402. Acceleration of Maturity
	 	 	39	 
	 
	 	 	 	 
	SECTION 403. Application of Money Collected
	 	 	40	 






i









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE FIVE. MERGER AND CONSOLIDATION
	 	 	41	 
	 
	 	 	 	 
	SECTION 501. Company May Consolidate, Etc., Only on Certain Terms
	 	 	41	 
	 
	 	 	 	 
	SECTION 502. Successor Substituted
	 	 	43	 
	 
	 	 	 	 
	ARTICLE SIX. SUPPLEMENTS AND AMENDMENTS TO INDENTURE
	 	 	43	 
	 
	 	 	 	 
	SECTION 601. Supplemental Indentures Without Consent of Holders
	 	 	43	 
	 
	 	 	 	 
	SECTION 602. Supplemental Indentures with Consent of Holders
	 	 	44	 
	 
	 	 	 	 
	SECTION 603. Execution of Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	SECTION 604. Effect of Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	SECTION 605. Conformity with Trust Indenture Act
	 	 	46	 
	 
	 	 	 	 
	SECTION 606. Reference in Securities to Supplemental Indentures
	 	 	46	 
	 
	 	 	 	 
	SECTION 607. Notice of Supplemental Indentures
	 	 	46	 
	 
	 	 	 	 
	SECTION 608. Effect on Guarantor Senior Indebtedness
	 	 	46	 
	 
	 	 	 	 
	ARTICLE SEVEN. COVENANTS
	 	 	46	 
	 
	 	 	 	 
	SECTION 701. Corporate Existence
	 	 	46	 
	 
	 	 	 	 
	SECTION 702. Compliance with Laws
	 	 	47	 
	 
	 	 	 	 
	SECTION 703. Limitation on Restricted Payments
	 	 	47	 
	 
	 	 	 	 
	SECTION 704. Limitation on Indebtedness
	 	 	50	 
	 
	 	 	 	 
	SECTION 705. Limitation on Layering
	 	 	54	 
	 
	 	 	 	 
	SECTION 706. Limitation on Affiliate Transactions
	 	 	54	 
	 
	 	 	 	 
	SECTION 707. Limitation on Restrictions on Distributions from Restricted
Subsidiaries
	 	 	55	 
	 
	 	 	 	 
	SECTION 708. Limitation on Sale of Capital Stock of Restricted Subsidiaries
	 	 	56	 
	 
	 	 	 	 
	SECTION 709. Limitation on Liens
	 	 	56	 
	 
	 	 	 	 
	SECTION 710. Change of Control
	 	 	57	 
	 
	 	 	 	 
	SECTION 711. Limitation on Sales of Assets and Subsidiary Stock
	 	 	58	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 712. Statement by Officers as to Default
	 	 	60	 
	 
	 	 	 	 
	SECTION 713. Reporting Requirements
	 	 	60	 
	 
	 	 	 	 
	SECTION 714. Future Subsidiary Guarantors
	 	 	61	 
	 
	 	 	 	 
	SECTION 715. Additional Covenants
	 	 	61	 
	 
	 	 	 	 
	ARTICLE EIGHT. REDEMPTION OF SECURITIES
	 	 	61	 
	 
	 	 	 	 
	SECTION 801. Optional Redemption
	 	 	61	 
	 
	 	 	 	 
	SECTION 802. Applicability of Article
	 	 	62	 
	 
	 	 	 	 
	ARTICLE NINE. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	62	 
	 
	 	 	 	 
	SECTION 901. Company’s Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	62	 
	 
	 	 	 	 
	SECTION 902. Legal Defeasance and Discharge
	 	 	62	 
	 
	 	 	 	 
	SECTION 903. Covenant Defeasance
	 	 	63	 
	 
	 	 	 	 
	SECTION 904. Conditions to Legal Defeasance or Covenant Defeasance
	 	 	64	 
	 
	 	 	 	 
	SECTION 905. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	65	 
	 
	 	 	 	 
	SECTION 906. Reinstatement
	 	 	66	 
	 
	 	 	 	 
	ARTICLE TEN. SUBSIDIARY GUARANTEES
	 	 	66	 
	 
	 	 	 	 
	SECTION 1001. Applicability of Article
	 	 	66	 
	 
	 	 	 	 
	SECTION 1002. Subsidiary Guarantees
	 	 	66	 
	 
	 	 	 	 
	SECTION 1003. Limitation on Liability
	 	 	68	 
	 
	 	 	 	 
	SECTION 1004. No Waiver
	 	 	69	 
	 
	 	 	 	 
	SECTION 1005. Modification
	 	 	69	 
	 
	 	 	 	 
	SECTION 1006. Release of Subsidiary Guarantor
	 	 	69	 
	 
	 	 	 	 
	ARTICLE ELEVEN. SUBORDINATION OF SUBSIDIARY GUARANTEES
	 	 	69	 
	 
	 	 	 	 
	SECTION 1101. Subsidiary Guarantees Subordinate to
Guarantor Senior Indebtedness
	 	 	69	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 1102. Payment over of Proceeds upon Dissolution, Etc
	 	 	70	 
	 
	 	 	 	 
	SECTION 1103. Suspension of Payment When Guarantor
Senior Indebtedness in Default
	 	 	70	 
	 
	 	 	 	 
	SECTION 1104. Acceleration of Securities
	 	 	71	 
	 
	 	 	 	 
	SECTION 1105. When Distribution Must Be Paid Over
	 	 	72	 
	 
	 	 	 	 
	SECTION 1106. Notice by Company
	 	 	72	 
	 
	 	 	 	 
	SECTION 1107. Payment Permitted If No Default
	 	 	72	 
	 
	 	 	 	 
	SECTION 1108. Subrogation to Rights of Holders of Guarantor Senior Indebtedness
	 	 	72	 
	 
	 	 	 	 
	SECTION 1109. Provisions Solely to Define Relative Rights
	 	 	73	 
	 
	 	 	 	 
	SECTION 1110. Trustee to Effectuate Subordination
	 	 	73	 
	 
	 	 	 	 
	SECTION 1111. Subordination May Not Be Impaired by any Subsidiary Guarantor
	 	 	73	 
	 
	 	 	 	 
	SECTION 1112. Distribution or Notice to Representative
	 	 	73	 
	 
	 	 	 	 
	SECTION 1113. Notice to Trustee
	 	 	74	 
	 
	 	 	 	 
	SECTION 1114. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	75	 
	 
	 	 	 	 
	SECTION 1115. Rights of Trustee as a Holder of Guarantor Senior Indebtedness;
Preservation of Trustee’s Rights
	 	 	75	 
	 
	 	 	 	 
	SECTION 1116. Article Applicable to Paying Agents
	 	 	75	 
	 
	 	 	 	 
	SECTION 1117. No Suspension of Remedies
	 	 	75	 
	 
	 	 	 	 
	SECTION 1118. Modification of Terms of Guarantor Senior Indebtedness
	 	 	75	 
	 
	 	 	 	 
	SECTION 1119. Trust Moneys Not Subordinated
	 	 	76	 
	 
	 	 	 	 
	SECTION 1120. Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness
	 	 	76	 
	 
	 	 	 	 
	Schedule 706  — Existing Agreements Governing Affiliate Transaction
	 	 	 	 
	 
	 	 	 	 
	Exhibit A — Form of Securities
	 	 	 	 
	Exhibit B — Form of Supplemental Indenture — Subsidiary Guarantee
	 	 	 	 







iv









 







               FOURTH SUPPLEMENTAL INDENTURE, dated as of March 31, 2006 (this “Supplemental Indenture”),
among Hanover Compressor Company, a Delaware corporation (the “Company”), having its principal
office at 12001 North Houston Rosslyn, Houston, Texas 77086, Hanover Compression Limited
Partnership, a Delaware limited partnership (“HCLP”), and Wachovia Bank, National Association, a
national banking association, as trustee (the “Trustee”), having its Corporate Trust Office at 5847
San Felipe, Suite 1050, Houston, Texas 77057.



RECITALS




               WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes
unsecured debt securities evidencing its indebtedness, including the 71/2% Senior Notes due 2013
issued hereunder (the “Securities”), and has duly authorized the execution and delivery of this
Supplemental Indenture;



               WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of December 15,
2003, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Original
Indenture,” as may be amended and supplemented in respect of provisions relating to the Securities,
and as further supplemented by this Supplemental Indenture, the “Indenture”);



               WHEREAS, the Original Indenture provides for the issuance from time to time of a new series of
securities, unlimited as to principal amount, to bear such rates of interest, to mature at such
times and to have such other provisions as shall be fixed in accordance with the provisions of the
Original Indenture, and the form and terms of such series may be described by a supplemental
indenture executed by the Company, the Subsidiary Guarantors and the Trustee;



               WHEREAS, the Company hereby proposes to create under the Indenture a series of securities;



               WHEREAS, additional securities of other series hereafter established, except as may be limited
in the Original Indenture as at the time supplemented and modified, may be issued from time to time
pursuant to the Original Indenture as at the time supplemented and modified;



               WHEREAS, the Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of the Indenture and shall, to the extent applicable, be
governed by such provisions; and



               WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and HCLP, and a valid amendment and supplement to the Original Indenture, have been done.



 









 





NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




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



ARTICLE ONE.




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




               SECTION 101. Definitions.



               For all purposes of this Supplemental Indenture and any Securities issued under the Indenture,
except as otherwise expressly provided or unless the context otherwise requires:




          (a) capitalized terms used herein without definition shall have the meanings specified
in the Original Indenture;




          (b) each reference to “Indenture” in this Supplemental Indenture shall mean the
provisions of the Original Indenture and future amendments and supplements to the Original
Indenture, including this Supplemental Indenture, applicable to the Securities and exclusive
of amendments and supplements that relate to either past or future issuances of any other
series of securities under the Original Indenture and, for the avoidance of doubt, none of
the First Supplemental Indenture, dated as of December 15, 2003, among the Company, HCLP and
the Trustee, the Second Supplemental Indenture, dated as of December 15, 2003, between the
Company and the Trustee, or the Third Supplemental Indenture, dated as of June 1, 2004,
among the Company, HCLP and the Trustee shall have any force and effect for the Securities;




          (c) all references in this Supplemental Indenture to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture and, where so specified, to the Articles and Sections of the Original Indenture as
supplemented, amended or modified by this Supplemental Indenture;




          (d) all references in the Original Indenture to Articles and Sections in the Original
Indenture shall for purposes of the Securities be deemed references to the Articles and
Sections of the Original Indenture as supplemented, amended or modified by this Supplemental
Indenture, including a deemed reference to a different Section number in this Supplemental
Indenture that supplements, amends or modifies a Section in the Original Indenture;




          (e) the terms defined in this Article have the meanings assigned to them in this
Article which shall supersede any such definitions of the same terms in the Original
Indenture, 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;



2









 






          (f) 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 Trust Indenture Act Section 311, shall have the
meanings assigned to them in the rules of the Commission adopted under the Trust Indenture
Act;




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




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




          (i) the word “or” is not exclusive; and




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



               “Additional Assets” means (i) any property or assets (other than Indebtedness and Capital
Stock) to be used by the Company or a Restricted Subsidiary in a Related Business; (ii) the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Restricted Subsidiary; or (iii) Capital Stock constituting
a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however,
that, in the case of clauses (ii) and (iii), such Restricted Subsidiary is primarily engaged in a
Related Business.



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



               Notwithstanding the preceding, the following items shall not be deemed to be Asset
Dispositions:




          (1) a disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary in which the Company will hold, directly or
indirectly, at least the same ownership percentage as it did prior to such disposition;




          (2) a disposition of Hedging Obligations or Cash Equivalents or other financial assets
in the ordinary course of business;




          (3) a disposition of inventory and other similar assets in the ordinary course of
business;



3









 






          (4) a disposition of obsolete or worn out equipment or equipment that is no longer
useful in the conduct of the business of the Company and its Restricted Subsidiaries and
that is disposed of in each case in the ordinary course of business;




          (5) transactions permitted under Article Five (other than with respect to any
Sale/Leaseback Transaction involving all or substantially all of the assets of the Company
or of one or more Subsidiaries of the Company, which assets, if held by the Company instead
of such Subsidiaries, would constitute all or substantially all of the assets of the Company
on a consolidated basis);




          (6) an issuance of Capital Stock by a Restricted Subsidiary of the Company to the
Company or to another Restricted Subsidiary (other than a Receivables Entity);




          (7) for purposes of Section 711 only, the making of a Permitted Investment or a
disposition subject to Section 703;




          (8) an Asset Swap effected in compliance with Section 711;




          (9) sales of accounts receivable and related assets or an interest therein of the type
specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;




          (10) dispositions of assets in a single transaction or a series of related transactions
with a fair market value of less than $5.0 million;




          (11) dispositions in connection with Permitted Liens;




          (12) the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property in the ordinary course of
business which do not materially interfere with the business of the Company and its
Restricted Subsidiaries;




          (13) foreclosure on assets; and




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



               “Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets
between the Company or any of its Restricted Subsidiaries and another Person; provided that any
cash received must be applied in accordance with Section 711.



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



4









 





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



               “Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date or
Incurred after the Issue Date, payable by the Company or any Subsidiary of the Company under or in
respect of a Senior Credit Agreement and any related notes, collateral documents, letters of credit
and Guarantees and any Interest Rate Agreement entered into in connection with such Senior Credit
Agreement, including principal, premium, if any, interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the Company or any
Subsidiary of the Company at the rate specified therein whether or not a claim for post filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
Guarantees and all other amounts payable thereunder or in respect thereof.



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



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



               “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity.



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



               “Cash Equivalents” means any of the following:




          (1) securities issued or directly and fully Guaranteed or insured by the U.S. federal
government or any agency or instrumentality of the United States (provided that the full
faith and credit of the United States is pledged in support thereof), having maturities of
not more than one year from the date of acquisition;




          (2) marketable general obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition and, at the time of
acquisition, having a credit rating of “A” or better from either S&P or Moody’s;



5









 






          (3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank
deposits or bankers’ acceptances having maturities of not more than one year from the date
of acquisition thereof issued by any commercial bank the long-term debt of which is rated at
the time of acquisition thereof at least “A” or the equivalent thereof by S&P, or “A” or the
equivalent thereof by Moody’s, and having combined capital and surplus in excess of $500.0
million;




          (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (1), (2) and (3) entered into with any bank
meeting the qualifications specified in clause (3) above;




          (5) commercial paper rated at the time of acquisition thereof at least “A-2” or the
equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s, or carrying an
equivalent rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper, and in any case maturing within one
year after the date of acquisition thereof; and




          (6) interests in any investment company or money market fund which invests solely in
instruments of the type specified in clauses (1) through (5) above.




          “Change of Control” means:




          (1) any “person” or “group” of related persons (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to
have “beneficial ownership” of all shares that any such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 51% of the total voting power of the Voting Stock of
the Company (or its successor by merger, consolidation or purchase of all or substantially
all of its assets) (for the purposes of this clause, such person or group shall be deemed to
beneficially own any Voting Stock of the Company held by an entity, if such person or group
“beneficially owns” (as defined above), directly or indirectly, more than 51% of the voting
power of the Voting Stock of such parent entity);




          (2) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of at least a majority of the directors
of the Company then still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of the Company then in office;




          (3) the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a



6









 






whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act); or




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


provided, however, that, with respect to clause (1) above, a transaction in which the Company
becomes a Subsidiary of another Person (other than a Person that is an individual) shall not
constitute a Change of Control if: (a) the stockholders of the Company immediately prior to such
transaction “beneficially own” (as defined above), directly or indirectly through one or more
intermediaries, 50% or more of the voting power of the outstanding Voting Stock of such other
Person of whom the Company is then a Subsidiary immediately following the consummation of such
transaction; and (b) immediately following the consummation of such transaction, no “person” (as
defined above), other than such other Person (but including the holders of the Equity Interests of
such other Person), “beneficially owns” (as defined above), directly or indirectly through one or
more intermediaries, more than 50% of the voting power of the outstanding Voting Stock of the
Company.




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



               “Comparable Treasury Issue” means the United States Treasury security or securities selected
by the Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Securities to April 15, 2010 that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity.



               “Comparable Treasury Price” means, for any Redemption Date, (1) the average of four Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.



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



               (1) if the Company or any Restricted Subsidiary:




          (a) has Incurred any Indebtedness since the beginning of such period that
remains outstanding on such date of determination or if the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio involves an Incurrence of
Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period
will be calculated after giving effect on a pro forma basis
to such Indebtedness as if such Indebtedness had been Incurred on the first day
of such period (except that in making such computation, the amount of Indebtedness
under any revolving credit facility outstanding on the date of such calculation will



7









 






be computed based on (i) the average daily balance of such Indebtedness during such
four fiscal quarters or such shorter period for which such facility was outstanding
or (ii) if such facility was created after the end of such four fiscal quarters, the
average daily balance of such Indebtedness during the period from the date of
creation of such facility to the date of such calculation) and the discharge of any
other Indebtedness repaid, repurchased, defeased or otherwise discharged, or to be
repaid, repurchased, defeased or otherwise discharged, with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period; or




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




          (2) if since the beginning of such period the Company or any Restricted Subsidiary will
have made any Asset Disposition or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Asset Disposition:




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




          (b) Consolidated Interest Expense for such period will be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any Indebtedness
of the Company or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest
Expense for such period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are
no longer liable for such Indebtedness after such sale);




          (3) if since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any
Person which becomes a Restricted Subsidiary or is merged with or
into the Company) or an acquisition of assets, including any acquisition of assets
occurring in connection with a transaction causing a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit, division or line of business,



8









 






Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated
after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if
such Investment or acquisition occurred on the first day of such period; and




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



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




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




          (1) Consolidated Interest Expense;




          (2) Consolidated Income Taxes;




          (3) consolidated depreciation expense;




          (4) consolidated amortization of intangibles; and




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


Notwithstanding the preceding sentence, clauses (2) through (5) relating to amounts of a Restricted
Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA only to the
extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating Consolidated Net Income and, to the extent the
amounts set forth in clause (1) and clauses (3) through (5) are in excess of those necessary to
offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary is not a
Subsidiary

9









 








Guarantor and has net income for such period included in Consolidated Net Income, only
if a corresponding amount would be permitted at the date of determination to be paid as a dividend
to the Company or a Subsidiary Guarantor by such Restricted Subsidiary without prior approval (that
has not been obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.




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



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




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




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




          (3) non-cash interest expense;




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




          (5) interest actually paid by the Company or any Restricted Subsidiary under any
Guarantee of Indebtedness or other obligation of any other Person;




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




          (7) the product of (a) all dividends paid or payable in cash, Cash Equivalents or
Indebtedness or accrued during such period on any series of Disqualified Stock of the
Company or on Preferred Stock of its Restricted Subsidiaries payable to a party other than
the Company or a Wholly-Owned Subsidiary, and (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state, provincial and local statutory tax rate of the Company, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP; and



10









 






          (8) the cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Indebtedness Incurred by such plan or
trust; provided, however, that there will be excluded therefrom any such interest expense of
any Unrestricted Subsidiary to the extent the related Indebtedness is not Guaranteed or paid
by the Company or any Restricted Subsidiary.


In addition, notwithstanding the preceding, there shall be excluded from Consolidated Interest
Expense any nonrecurring charges relating to any premium or penalty paid, write off of deferred
finance costs or original issue discount or other charges in connection with redeeming or otherwise
retiring any Indebtedness prior to its Stated Maturity.



For purposes of the foregoing, total interest expense will be determined after giving effect to any
net payments made or received by the Company and its Subsidiaries with respect to Interest Rate
Agreements.




               “Consolidated Net Income” means, for any period, the net income (loss) of the Company and its
Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided,
however, that there will not be included in such Consolidated Net Income (calculated without
duplication):




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




          (a) subject to the limitations contained in clauses (3) through (8) below, the
Company’s equity in the net income of any such Person for such period will be
included in such Consolidated Net Income up to the aggregate amount of cash actually
distributed by any Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend
or other distribution to a Restricted Subsidiary, to the limitations contained in
clause (2) below); and




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




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




          (a) subject to the limitations contained in clauses (3) through (8) below, the
Company’s equity in the net income of any such Restricted Subsidiary
for such period will be included in such Consolidated Net Income up to the
aggregate amount of cash that could have been distributed by such Restricted
Subsidiary during such period to the Company, a Subsidiary Guarantor, or another
Restricted Subsidiary as a dividend (subject, in the case of a dividend to



11









 






another Restricted Subsidiary that is not a Subsidiary Guarantor, to the limitation
contained in this clause); and




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




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




          (4) any extraordinary gain or loss;




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




          (6) any unrealized non-cash losses or charges in respect of Hedging Obligations
(including those resulting from the application of FAS 133 (or any successor accounting
pronouncements)) or in respect of goodwill impairment pursuant to SFAS 142 (or any successor
accounting pronouncements);




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




          (8) any nonrecurring charges relating to any premium or penalty paid, write off of
deferred finance costs or original issue discount or other charges in connection with
redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity.



               “Consolidated Tangible Net Worth” means the total of the amounts shown on the balance sheet of
the Company and its consolidated Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as of the end of the most recent fiscal quarter of the Company ending prior
to the taking of any action for the purpose of which the determination is being made and for which
internal financial statements are available, as (i) the par or stated value of all outstanding
Capital Stock of the Company, plus (ii) paid-in capital or capital surplus relating to such Capital
Stock plus (iii) any retained earnings or earned surplus, less (A) any accumulated deficit, (B) any
amounts attributable to Disqualified Stock and (C) all amounts included in such balance sheet
which, in accordance with GAAP, would be classified as intangible assets on such balance sheet,
including, without limitation but without duplication, goodwill (other than negative goodwill), any
amounts (however designated on the balance sheet) representing the cost of acquisitions in excess
of underlying net tangible assets, and patents, trademarks and copyrights.



               “Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement (including derivative agreements or
arrangements) as to which such Person is a party or a beneficiary.



12









 





               “default” means, when used with respect to the Securities, any event or condition that is, or
after notice or passage of time or both would be, an Event of Default.



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



               “Designated Guarantor Senior Indebtedness” means (1) the Bank Indebtedness (to the extent such
Bank Indebtedness constitutes Guarantor Senior Indebtedness), and (2) if approved by the
Representative of the holders of the Bank Indebtedness, any other Guarantor Senior Indebtedness
which, at the date of determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend, at least $25.0
million and is specifically designated in the instrument evidencing or governing such Guarantor
Senior Indebtedness as “Designated Guarantor Senior Indebtedness” for purposes of the Indenture.



               “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which
by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event:




          (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;




          (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock which is convertible or exchangeable solely at the option of the Company or a
Restricted Subsidiary); or




          (3) is redeemable at the option of the holder of the Capital Stock thereof, in whole or
in part,


in each case on or prior to the date that is 91 days after the date (a) on which the Securities
mature or (b) on which there are no Securities Outstanding, provided that only the portion of
Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or
is so redeemable at the option of the holder thereof prior to such date will be deemed to be
Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified
Stock solely because the holders thereof have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a change of control or asset disposition (each defined in a
substantially identical manner to the corresponding definitions herein) shall not constitute
Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is
convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase
or redeem any such Capital Stock (and all such securities into which it is convertible or for which
it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with
the provisions of the Section 711 and such repurchase or redemption complies with Section 703.




               “8.625% Notes” means the 8.625% Senior Notes due 2010 issued by the Company on December 15,
2003 in the initial aggregate principal amount of $200,000,000.



13









 





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



               “ETC Notes” means (1) the 8.50% Senior Secured Notes Due 2008 issued by Hanover Equipment
Trust 2001A on August 30, 2001 in the aggregate principal amount of $300,000,000 and (2) the 8.75%
Senior Secured Notes Due 2011 issued by Hanover Equipment Trust 2001B on August 30, 2001 in the
aggregate principal amount of $250,000,000.



               “Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of,
and does not have its material assets in and does not operate principally in, the United States of
America or any state thereof or the District of Columbia.



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



               “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct
or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise)
or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness
or other obligation of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include
endorsements for collection, or deposits made, in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning.



               “Guarantor Secured Indebtedness” means any Indebtedness of any Subsidiary Guarantor secured by
a Lien.



               “Guarantor Senior Indebtedness” means, with respect to a Subsidiary Guarantor, the following
obligations, whether outstanding on the Issue Date or thereafter issued, created, Incurred or
assumed, without duplication:




          (1) the Bank Indebtedness and all other Guarantees, as applicable, by such Subsidiary
Guarantor of Senior Indebtedness of the Company or Guarantor Senior Indebtedness of any
other Subsidiary Guarantor; and




          (2) all obligations consisting of principal of and premium, if any, accrued and unpaid
interest on, and fees and other amounts relating to, all other Indebtedness of the
Subsidiary Guarantor. Guarantor Senior Indebtedness includes interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the



14









 






Subsidiary Guarantor regardless of whether postfiling interest is allowed in such proceeding.



               Notwithstanding anything to the contrary in the preceding paragraph, Guarantor Senior
Indebtedness will not include:




          (1) any Indebtedness in which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that the obligations in respect of
such Indebtedness are not superior in right of, or are subordinate to, the Subsidiary
Guarantees;




          (2) any obligations of such Subsidiary Guarantor to another Subsidiary or the Company;




          (3) any liability for Federal, state, local, foreign or other taxes owed or owing by
such Subsidiary Guarantor;




          (4) any accounts payable or other liability to trade creditors arising in the ordinary
course of business (including Guarantees thereof or instruments evidencing such
liabilities);




          (5) any Indebtedness, Guarantee or obligation of such Subsidiary Guarantor that is
expressly subordinate or junior in right of payment to any other Indebtedness, Guarantee or
obligation of such Subsidiary Guarantor, including, without limitation, any Guarantor Senior
Subordinated Indebtedness and Guarantor Subordinated Obligations of such Guarantor; or




          (6) any Capital Stock.



               “Guarantor Senior Subordinated Indebtedness” means with respect to a Subsidiary Guarantor, (i)
the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, (ii) the Guarantee of
payment of the ETC Notes by such Subsidiary Guarantor, if any, pursuant to the terms of the related
indenture or participation agreement or, in the case of HCLP, its payment obligations under the
Leases, (iii) the Guarantee of payment of the 8.625% Notes by such Subsidiary Guarantor, if any,
pursuant to the terms of the Original Indenture as supplemented and amended by the First
Supplemental Indenture of even date therewith, (iv) the Guarantee of the payment of the 9% Notes by
such Subsidiary Guarantor, if any, pursuant to the terms of the Original Indenture as supplemented
and amended by the Third Supplemental Indenture dated as of June 1, 2004, and (v) any other
Indebtedness of such Subsidiary Guarantor (whether outstanding on the date of this Supplemental
Indenture or thereafter Incurred) that (x) specifically provides that such Indebtedness is to rank
pari passu in right of payment with the obligations of such Subsidiary Guarantor under the
Subsidiary Guarantee and (y) is not contractually subordinated by its terms in right of payment to
any Indebtedness of such Subsidiary Guarantor which is not Guarantor Senior Indebtedness of such
Subsidiary Guarantor.



               “Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the date of this Supplemental
Indenture or thereafter Incurred) which is expressly subordinated in right of



15









 




payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written
agreement.




               “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement or Currency Agreement.



               “Incur” means issue, assume, enter into any Guarantee of, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.
Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through
the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance
of the Indebtedness at the initial accreted amount thereof.



               “Indebtedness” means, with respect to any Person on any date of determination (without
duplication):




	 	(1)	 	the principal of and premium (if any) in respect of
indebtedness of such Person for borrowed money;
	 
	 	(2)	 	the principal of and premium (if any) in respect of obligations
of such Person evidenced by bonds, debentures, notes or other similar
instruments;
	 
	 	(3)	 	the principal component of all obligations of such Person in
respect of letters of credit, bankers’ acceptances or other similar instruments
(including reimbursement obligations with respect thereto except to the extent
such reimbursement obligation relates to a trade payable and such obligation is
satisfied within 30 days of Incurrence);
	 
	 	(4)	 	the principal component of all obligations of such Person to
pay the deferred and unpaid purchase price of property (except trade payables),
which purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto;
	 
	 	(5)	 	Capitalized Lease Obligations and all Attributable Indebtedness
of such Person;
	 
	 	(6)	 	the principal component or liquidation preference of all
obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock or, with respect to any Subsidiary, any
Preferred Stock (but excluding, in each case, any accrued dividends);
	 
	 	(7)	 	the principal component of all Indebtedness of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such
Indebtedness will be the lesser of (a) the fair market value of such asset
at 




16









 






	 	 	 	such date of determination and (b) the amount of such Indebtedness of
such other Persons;
	 
	 	(8)	 	the principal component of Indebtedness of other Persons to the
extent Guaranteed by such Person; and
	 
	 	(9)	 	to the extent not otherwise included in this definition, net
obligations of such Person under Currency Agreements and Interest Rate
Agreements (the amount of any such obligations to be equal at any time to the
termination value of such agreement or arrangement giving rise to such
obligation that would be payable by such Person at such time).




Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing;
provided, however, that, at the time of closing, the amount of any such payment is not determinable
and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within
30 days thereafter.



The amount of Indebtedness of any Person at any date will be the outstanding balance at such date
of all unconditional obligations as described above and the maximum liability, upon the occurrence
of the contingency giving rise to the obligation, of any contingent obligations at such date.




               In addition, “Indebtedness” of any Person shall include Indebtedness described in the first
paragraph of this definition that does not appear as a liability on the balance sheet of such
Person if:




	 	(1)	 	such Indebtedness is the obligation of a Joint Venture
organized as a partnership;
	 
	 	(2)	 	such Person or a Restricted Subsidiary of such Person is a
general partner of the Joint Venture (a “General Partner”); and
	 
	 	(3)	 	there is recourse, by contract or operation of law, with
respect to the payment of such Indebtedness to property or assets of such
Person or a Restricted Subsidiary of such Person; and then such Indebtedness
shall be included in an amount not to exceed:
	 
	 	(a)	 	the lesser of (i) the net assets of the General Partner and (ii) the
amount of such obligations to the extent that there is recourse, by contract
or operation of law, to the property or assets of such Person or a
Restricted Subsidiary of such Person; or
	 
	 	(b)	 	if less than the amount determined pursuant to clause (a) immediately
above, the actual amount of such Indebtedness that is recourse to such
Person or a Restricted Subsidiary of such Person, if the 




17









 






	 	 	 	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 actually paid by the Company or its Restricted Subsidiaries.





               “Independent Investment Banker” means either J.P. Morgan Securities Inc. or Credit Suisse
Securities (USA) LLC as specified by us, and any successor firm, or if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with us.



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



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




	 	(1)	 	Hedging Obligations entered into in the ordinary course of
business and in compliance with the Indenture;
	 
	 	(2)	 	endorsements of negotiable instruments and documents in the
ordinary course of business; and
	 
	 	(3)	 	an acquisition of assets, Capital Stock or other securities by
the Company or a Subsidiary for consideration to the extent such consideration
consists exclusively of common equity securities of the Company.





               For purposes of Section 703,




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




18









 






	 	 	 	such redesignation
less (b) the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the fair market value of the net assets (as conclusively
determined by the Board of Directors of the Company in good faith) of such
Subsidiary at the time that such Subsidiary is so re-designated a Restricted
Subsidiary; and






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





               “Issue Date” means the first date on which the Securities are originally issued, which date is
March 31, 2006.



               “Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in
which the Company or any of its Restricted Subsidiaries makes any Investment.



               “Leases” means, collectively, the Lease, dated as of August 31, 2001, between Hanover
Equipment Trust 2001A and HCLP and the Lease, dated as of August 31, 2001, between Hanover
Equipment Trust 2001B and HCLP.



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



               “Material Subsidiary” means any Restricted Subsidiary of the Company for which the aggregate
fair market value of all assets owned by such Restricted Subsidiary is greater than $20.0 million
as of the date of determination.



               “Moody’s” means Moody’s Investors Service, Inc. and its successors.



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




	 	(1)	 	all legal, accounting, investment banking, title and recording
tax expenses, commissions and other fees and expenses incurred, and all
Federal, state, provincial, foreign and local taxes required to be paid or
accrued as a liability under GAAP (after taking into account any available tax
credits or deductions and any tax sharing agreements), as a consequence of such
Asset Disposition;
	 
	 	(2)	 	all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or which must by its terms, or in order to obtain a




19









 






	 	 	 	necessary consent to such Asset Disposition, or by applicable law be repaid out
of the proceeds from such Asset Disposition;






	 	(3)	 	all distributions and other payments required to be made to
minority interest holders in Subsidiaries or Joint Ventures as a result of such
Asset Disposition; and
	 
	 	(4)	 	the deduction of appropriate amounts to be provided by the
seller as a reserve, in accordance with GAAP, against any liabilities
associated with the assets disposed of in such Asset Disposition and retained
by the Company or any Restricted Subsidiary after such Asset Disposition.





               “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, the cash
proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or
placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other
fees and charges actually incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any available tax credit
or deductions and any tax sharing arrangements).



               “9% Notes” means the 9% Senior Notes due 2014 issued by the Company on June 1, 2004 in the
initial aggregate amount of $200,000,000.



               “Non-Recourse Debt” means Indebtedness:




	 	(1)	 	as to which neither the Company nor any Restricted Subsidiary
(a) provides any Guarantee or credit support of any kind (including any
undertaking, Guarantee, indemnity, agreement or instrument that would
constitute Indebtedness) or (b) is directly or indirectly liable (as a
guarantor or otherwise);
	 
	 	(2)	 	no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any
other Indebtedness of the Company or any Restricted Subsidiary to declare a
default under such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity; and
	 
	 	(3)	 	the explicit terms of which provide there is no recourse
against any of the assets of the Company or its Restricted Subsidiaries.





               “Officer” means the Chief Executive Officer, the President, any Vice President, the
Controller, the Secretary or the Treasurer of the Company, as applicable.



               “Officer’s Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, of the Company or a Subsidiary
Guarantor, as the case may be, and delivered to the Trustee. The Officer signing the
Company’s Officer’s Certificate given pursuant to Section 712(a) shall be the principal executive,
financial or accounting officer of the Company.



20









 





               “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in any
of the following:




	 	(1)	 	the Company, a Restricted Subsidiary (other than a Receivables
Entity) or a Person which will, upon the making of such Investment, become a
Restricted Subsidiary (other than a Receivables Entity); provided, however,
that the primary business of such Restricted Subsidiary is a Related Business;
	 
	 	(2)	 	another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary (other
than a Receivables Entity); provided, however, that such Person’s primary
business is a Related Business;
	 
	 	(3)	 	cash and Cash Equivalents;
	 
	 	(4)	 	receivables owing to the Company or any Restricted Subsidiary
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that
such trade terms may include such concessionary trade terms as the Company or
any such Restricted Subsidiary deems reasonable under the circumstances;
	 
	 	(5)	 	payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;
	 
	 	(6)	 	loans or advances to employees permitted by law made in the
ordinary course of business of the Company or such Restricted Subsidiary;
	 
	 	(7)	 	stock, obligations or securities received in settlement of
debts created in the ordinary course of business and owing to the Company or
any Restricted Subsidiary or in satisfaction of judgments or pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of a debtor;
	 
	 	(8)	 	Investments made as a result of the receipt of non-cash
consideration from an Asset Disposition that was made pursuant to and in
compliance with Section 711;
	 
	 	(9)	 	Investments in existence on the Issue Date;
	 
	 	(10)	 	Currency Agreements, Interest Rate Agreements and related
Hedging Obligations, which transactions or obligations are Incurred in
compliance with Section 704;




21









 












	 	(11)	 	Investments by the Company or any of its Restricted
Subsidiaries having an aggregate fair market value (measured on the date each
such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this
clause (11) that are at the time outstanding, not to exceed the greater of (a)
$60.0 million and (b) 8% of the Company’s Consolidated Tangible Net Worth;
	 
	 	(12)	 	Guarantees issued in accordance with Section 704;
	 
	 	(13)	 	Investments by the Company or a Restricted Subsidiary in a
Receivables Entity or any Investment by a Receivables Entity in any other
Person, in each case, in connection with a Qualified Receivables Transaction,
provided, however, that any Investment in any such Person is in the form of a
Purchase Money Note, or any equity interest or interests in accounts receivable
and related assets generated by the Company or a Restricted Subsidiary and
transferred to any Person in connection with a Qualified Receivables
Transaction or any such Person owning such accounts receivable; and
	 
	 	(14)	 	any Asset Swap made in accordance with Section 711.





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




	 	(1)	 	Liens securing Senior Indebtedness and other obligations of the
Company and any of its Restricted Subsidiaries under a Senior Credit Agreement
and related Interest Rate Agreements and Liens on assets of Restricted
Subsidiaries securing Guarantees of Senior Indebtedness and other obligations
of the Company and any of its Restricted Subsidiaries under such Senior Credit
Agreement and other Guarantor Senior Indebtedness permitted to be Incurred
under the Indenture;
	 
	 	(2)	 	pledges or deposits by such Person under workers’ 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 or 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 or customs
duties or for the payment of rent, in each case Incurred in the ordinary course
of business;
	 
	 	(3)	 	Liens imposed by law, including carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in
good faith by appropriate proceedings if a reserve or other appropriate
provisions, if any, as shall be required by GAAP shall have been made in
respect thereof;




22









 












	 	(4)	 	Liens for taxes, assessments or other governmental charges not
yet subject to penalties for non-payment or which are being contested in good
faith by appropriate proceedings provided appropriate reserves required
pursuant to GAAP have been made in respect thereof;
	 
	 	(5)	 	Liens in favor of issuers of surety or performance bonds or
letters of credit or bankers’ acceptances issued pursuant to the request of and
for the account of such Person in the ordinary course of its business;
	 
	 	(6)	 	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 do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;
	 
	 	(7)	 	Liens securing Hedging Obligations so long as any related
Indebtedness is, and is permitted to be under the Indenture, secured by a Lien
on the same property securing such Hedging Obligation;
	 
	 	(8)	 	leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of the Company or any of
its Restricted Subsidiaries;
	 
	 	(9)	 	judgment Liens not giving rise to an Event of Default so long
as such Lien is adequately bonded and any appropriate legal proceedings which
may have been duly initiated for the review of such judgment have not been
finally terminated or the period within which such proceedings may be initiated
has not expired;
	 
	 	(10)	 	Liens for the purpose of securing the payment of all or a part
of the purchase price of, or Capitalized Lease Obligations or Attributable
Indebtedness with respect to, assets or property acquired or constructed in the
ordinary course of business, provided that:
	 
	 	(a)	 	the aggregate principal amount of Indebtedness secured by such Liens is
otherwise permitted to be Incurred under the Indenture, and does not exceed
the cost of the assets or property so acquired or constructed; and
	 
	 	(b)	 	such Liens are created within 270 days of construction or acquisition of
such assets or property and do not encumber any other
assets or property of the Company or any Restricted Subsidiary other than
such assets or assets affixed or appurtenant thereto;
	 
	 	(11)	 	Liens arising solely by virtue of any statutory or common law
provisions relating to banker’s Liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a depositary
institution; provided that:




23









 












	 	(a)	 	such deposit account is not a dedicated cash collateral account and is
not subject to restrictions against access by the Company in excess of those
set forth by regulations promulgated by the Federal Reserve Board; and
	 
	 	(b)	 	such deposit account is not intended by the Company or any Restricted
Subsidiary to provide collateral to the depository institution;
	 
	 	(12)	 	Liens arising from Uniform Commercial Code financing statement
filings regarding operating leases entered into by the Company and its
Restricted Subsidiaries in the ordinary course of business;
	 
	 	(13)	 	Liens existing on the Issue Date;
	 
	 	(14)	 	Liens on property or Capital Stock of a Person at the time such
Person becomes a Restricted Subsidiary; provided, however, that such Liens are
not created, Incurred or assumed in connection with, or in contemplation of,
such other Person becoming a Restricted Subsidiary; provided further, however,
that any such Lien may not extend to any other property owned by the Company or
any Restricted Subsidiary;
	 
	 	(15)	 	Liens on property at the time the Company or a Restricted
Subsidiary acquired the property, including any acquisition by means of a
merger or consolidation with or into the Company or any Restricted Subsidiary;
provided, however, that such Liens are not created, Incurred or assumed in
connection with, or in contemplation of, such acquisition; provided further,
however, that such Liens may not extend to any other property owned by the
Company or any Restricted Subsidiary;
	 
	 	(16)	 	Liens securing Indebtedness or other obligations of a
Restricted Subsidiary owing to the Company or a Subsidiary Guarantor (other
than a Receivables Entity);
	 
	 	(17)	 	Liens securing the Securities and the Subsidiary Guarantees;
	 
	 	(18)	 	Liens securing Refinancing Indebtedness Incurred to refinance
Indebtedness that was previously so secured, provided that any such Lien is
limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original
Lien arose, could secure) the Indebtedness being refinanced or is in
respect of property that is the security for a Permitted Lien under
the Indenture;






24










 








	 	(19)	 	Liens on assets transferred to a Receivables Entity or on assets of a
Receivables Entity, in either case Incurred in connection with a Qualified
Receivables Transaction; and
	 
	 	(20)	 	the rights of any sublessee or assignee under a sublease or an
assignment of a compressor management agreement expressly permitted by the
terms of the Leases.





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




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




          “Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of
credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in
connection with a Qualified Receivables Transaction to a Receivables Entity, which note is
repayable from cash available to the Receivables Entity, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in respect of interest,
principal and other amounts owing to such investors and amounts owing to such investors and amounts
paid in connection with the purchase of newly generated accounts receivable.




          “Qualified Equity Offering” means:





	 	(1)	 	any sale of Equity Interests (other than Disqualified Stock) of
the Company pursuant to an underwritten offering registered under the
Securities Act; or
	 
	 	(2)	 	any sale of Equity Interests (other than Disqualified Stock) of
the Company so long as, at the time of consummation of such sale, the Company
has a class of common equity securities registered pursuant to Section 12(b) or
Section 12(g) under the Exchange Act, in each case, other than public offerings
with respect to the Company’s Equity Interests registered on Form S-4 or S-8.





          “Qualified Receivables Transaction” means any transaction or series of transactions that may
be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company
or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables
Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (2) any
other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest
in, any accounts receivable (whether now existing or arising in the future) of the Company or any
of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all
collateral securing such accounts receivable, all

25









 








contracts and all guarantees or other obligations in respect of such accounts receivable, the
proceeds of such receivables and other assets which are customarily transferred, or in respect of
which security interests are customarily granted in connection with asset securitization involving
accounts receivable.




          “Receivables Entity” means a Wholly-Owned Subsidiary of the Company (or another Person in
which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any
Restricted Subsidiary transfers accounts receivable and related assets) which engages in no
activities other than in connection with the financing of accounts receivable, which is designated
by the Board of Directors of the Company as a Receivables Entity and:





	 	(1)	 	no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which:






(a) is Guaranteed by the Company or any Restricted Subsidiary (excluding
Guarantees of Obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization Undertakings);




(b) is recourse to or obligates the Company or any Restricted Subsidiary in
any way other than pursuant to Standard Securitization Undertakings; or




(c) subjects any property or asset of the Company or any Restricted
Subsidiary, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization
Undertakings;




	 	(2)	 	with which neither the Company nor any Restricted Subsidiary
has any material contract, agreement, arrangement or understanding (except in
connection with a Purchase Money Note or Qualified Receivables Transaction)
other than on terms no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Company, other than fees payable in the ordinary course
of business in connection with servicing accounts receivable; and
	 
	 	(3)	 	to which neither the Company nor any Restricted Subsidiary has
any obligation to maintain or preserve such entity’s financial condition or
cause such entity to achieve certain levels of operating results.





          Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of
the Company giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing conditions.




26









 








          “Reference Treasury Dealer” means each of J.P. Morgan Securities Inc. and Credit Suisse
Securities (USA) LLC and their respective successors, plus two other dealers selected by the
Independent Investment Banker that are primary U.S. government securities dealers in New York City;
provided, if any of J.P. Morgan Securities Inc. or Credit Suisse Securities (USA) LLC or any
primary U.S. government securities dealer selected by the Independent Investment Banker shall cease
to be a primary U.S. government securities dealer, then such other primary U.S. government
securities dealers as may be substituted by the Independent Investment Banker.




          “Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) at 3:30
p.m., New York City time, on the third Business Day preceding such Redemption Date, as quoted in
writing to the Trustee by such Reference Treasury Dealer.




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





	 	(1)	 	(a) if the Stated Maturity of the Indebtedness being
refinanced is earlier than the Stated Maturity of the Securities, the
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of
the Indebtedness being refinanced is later than the Stated Maturity of the
Securities, the Refinancing Indebtedness has a Stated Maturity at least 91 days
later than the Stated Maturity of the Securities;
	 
	 	(2)	 	the Refinancing Indebtedness has an Average Life at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced;
	 
	 	(3)	 	such Refinancing Indebtedness is Incurred in an aggregate
principal amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the sum of the aggregate principal amount
(or if issued with original issue discount, the aggregate accreted value) then
outstanding of Indebtedness being refinanced (plus, without duplication, any
additional Indebtedness Incurred to pay interest or premiums required by the
instruments governing such existing Indebtedness and fees incurred in
connection therewith); and
	 
	 	(4)	 	if the Indebtedness being refinanced is a Subordinated
Obligation or a Guarantor Subordinated Obligation, such Refinancing
Indebtedness is




27









 












	 	 	 	subordinated in right of payment to the Securities or the Subsidiary
Guarantees and that subordination is on terms at least as favorable to the
Holders as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.





          “Regular Record Date” means, with respect to any Interest Payment Date, the April 1 or October
1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.




          “Related Business” any business which is the same as or related, ancillary or complementary to
any of the businesses of the Company and its Restricted Subsidiaries on the Issue Date.




          “Related Business Assets” means assets used or useful in a Related Business.




          “Representative” means any trustee, agent or representative (if any) of an issue of
Guarantor Senior Indebtedness; provided that when used in connection with a Senior Credit
Agreement, the term “Representative” shall refer to the administrative agent under such Senior
Credit Agreement.




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




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




          “Revolving Credit Facility” means the revolving credit facility under any Senior Credit
Facility (which may include any swing line or letter of credit facility or subfacility thereunder).




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




          “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien.




          “Senior Credit Agreement” means, with respect to the Company or any of its Restricted
Subsidiaries, one or more debt facilities (including, without limitation, the Credit Agreement,
dated as of November 21, 2005, among the Company, HCLP, The Royal Bank of Scotland plc, as
Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders parties
thereto, as the same may be, and may have been, amended, supplemented or otherwise modified from
time to time) or commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced, increased, or refinanced in whole or in part from time to time (and
whether or not with the original administrative agent and lenders or another

28









 








administrative agent or agents or other lenders and whether provided under the original Credit
Agreement or any other credit or other agreement or indenture).




          “Senior Credit Facility” means the collective reference to each Senior Credit Agreement, any
Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and
any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter
of credit applications and other security agreements and collateral documents, and other
instruments and documents, executed and delivered pursuant to or in connection with any of the
foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from
time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the original agent and
lenders or other agents and lenders or otherwise, and whether provided under the original Senior
Credit Agreement or otherwise). Without limiting the generality of the foregoing, the term “Senior
Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred
thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or
available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.




          “Senior Indebtedness” means, whether outstanding on the Issue Date or thereafter issued,
created, Incurred or assumed, the Securities, the 8.625% Notes, the 9% Notes, the Bank Indebtedness
and all other Indebtedness of the Company, including accrued and unpaid interest (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company at the rate specified in the documentation with respect thereto whether or
not a claim for post-filing interest is allowed in such proceeding) and fees relating thereto;
provided, however, that Senior Indebtedness will not include:





	 	(1)	 	any obligation of the Company to any Subsidiary;
	 
	 	(2)	 	any liability for Federal, state, foreign, local or other taxes
owed or owing by the Company;
	 
	 	(3)	 	any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including Guarantees thereof or
instruments evidencing such liabilities);
	 
	 	(4)	 	any Indebtedness, Guarantee or obligation of the Company that
is expressly subordinate or junior in right of payment to any other
Indebtedness, Guarantee or obligation of the Company, including, without
limitation, any Subordinated Obligations; or
	 
	 	(5)	 	any Capital Stock.





          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.




29









 








          “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary
in securitization of accounts receivable transactions.




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




          “Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the
date of this Supplemental Indenture or thereafter Incurred) which is contractually subordinated in
right of payment to the Securities; provided, however, that, for purposes of Section 703 and
Section 704, the term “Subordinated Obligation” shall not include any obligation of the Company
under the 2001 Guarantees.




          “Subsidiary” of any Person means any corporation, association, partnership, joint venture,
limited liability company or other business entity of which more than 50% of the total voting power
of shares of Capital Stock or other interests (including partnership and joint venture interests)
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary
will refer to a Subsidiary of the Company.




          “Subsidiary Guarantee” means, individually, any Guarantee of payment of the Securities by a
Subsidiary Guarantor pursuant to the terms of the Indenture, and, collectively, all such
Guarantees. Each such Subsidiary Guarantee will be in the form prescribed in the Indenture.




          “Subsidiary Guarantor” means (i) HCLP and (ii) each other Subsidiary of the Company that
becomes a Subsidiary Guarantor in accordance with Section 714, in each case until such Subsidiary
Guarantor ceases to be such in accordance herewith.




          “Successor Company” shall have the meaning assigned thereto in Section 501.




          “Supplemental Indenture” means this Fourth Supplemental Indenture, dated as of March 31, 2006,
among the Company, HCLP and the Trustee.




          “Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining term of the Securities,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall

30









 








be interpolated or extrapolated from such yields on a straight line basis, rounding to the
nearest month) or (2) if such release (or any successor release) is not published during the week
in which the calculation date falls (or in the immediately preceding week if the calculation date
falls on any day prior to the usual publication date for such release) or does not contain such
yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption
Date. Any weekly average yields calculated by interpolation or extrapolation will be rounded to the
nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.




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




          “2001 Guarantees” means the two Guarantees dated as of August 31, 2001 made by the Company and
the other Guarantors named therein in favor of the holders of the ETC Notes and the other
Beneficiaries named therein, as such Guarantees may be amended, supplemented or otherwise modified
from time to time.




          “Uniform Commercial Code” and “UCC” shall mean the Uniform Commercial Code as in effect in any
applicable jurisdiction.




          “Unrestricted Subsidiary” means:





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





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





	 	(1)	 	such Subsidiary or any of its Subsidiaries does not own any
Capital Stock or Indebtedness of or have any Investment in, or own or hold any
Lien on any property of, any other Subsidiary of the Company which is not a
Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary;
	 
	 	(2)	 	all the Indebtedness of such Subsidiary and its Subsidiaries
owing to any Person other than the Company or its Wholly-Owned Subsidiaries
shall, at




31









 












	 	 	 	the date of designation, and will at all times thereafter, consist of
Non-Recourse Debt;
	 
	 	(3)	 	such designation and the Investment of the Company in such
Subsidiary complies with Section 703;
	 
	 	(4)	 	such Subsidiary, either alone or in the aggregate with all
other Unrestricted Subsidiaries, does not operate, directly or indirectly, all
or substantially all of the business of the Company and its Subsidiaries;
	 
	 	(5)	 	such Subsidiary is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation:






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




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




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





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




          The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that immediately after giving effect to such designation, no
default or Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and the Company could incur at least $1.00 of additional Indebtedness under Section 704 on
a pro forma basis taking into account such designation.




          “U.S. Government Obligations” means securities that are (a) direct obligations of the United
States of America for the timely payment of which its full faith and credit is pledged or (b)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such U.S. Government Obligations or a specific payment of principal or interest on
any such U.S. Government Obligations held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such

32









 








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




          “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled to vote in the election of directors or all interests in such Person with the
ability to control the management or actions of such Person.




          “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person all of the
outstanding Capital Stock 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 or by such Person
and one or more Wholly-Owned Subsidiaries of such Person.




          SECTION 102. 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 103. Successors and Assigns.




          All covenants and agreements in this Supplemental Indenture by the Company and each Subsidiary
Guarantor shall bind its successors and assigns, whether so expressed or not.




          SECTION 104. Separability Clause.




          In case any provision in this Supplemental Indenture or in the Securities 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 105. Benefits of Supplemental Indenture.




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




          SECTION 106. Governing Law.




          THE INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




33









 








          SECTION 107. No Personal Liability of Directors, Officers, Employees, Stockholders or
Incorporators.




          No director, officer, employee, incorporator, partner, member or stockholders, as such, of the
Company or any Subsidiary Guarantor shall have any liability for any obligations of the Company or
such Subsidiary Guarantor under the Securities, the Indenture or any Subsidiary Guarantee or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities.




          SECTION 108. Priority of Supplemental Indenture.




          In the event any conflict arises between the terms of the Original Indenture and the terms of
this Supplemental Indenture, the terms of this Supplemental Indenture shall be controlling and
supersede such conflicting terms of the Original Indenture. Unless otherwise specifically modified
or amended hereby, the terms of the Original Indenture shall remain in full force and effect with
respect to the Securities.




          SECTION 109. Counterparts.




          This Supplemental 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.




SECURITY FORMS




          SECTION 201. Forms Generally.




          The Securities shall be in substantially the forms set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by the Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with applicable laws or the
rules of any securities exchange or Depositary or as may, consistently with the Indenture, be
determined by the officers executing such Securities, as evidenced by their execution of the
Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Security. Each Security shall be dated the
date of its authentication.




          The Securities will be issued on the date of this Supplemental Indenture, and additional
Securities may be issued from time to time after the date hereof as may be set forth in a Company
Order, in each case in the form of one or more permanent global Securities substantially in the
form set forth in Exhibit A hereto (each, a “Global Security”) deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Global Securities may be represented by more than one certificate, if so
required by the Depositary’s rules regarding the maximum principal amount to




34









 







be represented by a single certificate. The aggregate principal amount of the Global Securities may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.




          The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders
or may be produced in any other manner, all as determined by the officers of the Company executing
such Securities, as evidenced by their execution of such Securities.




          SECTION 202. Global Security Legend.




          The Global Securities shall bear the following legend on the face thereof:





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




TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.



          SECTION 203. Form of Trustee’s Certificate of Authentication.

          The Trustee’s certificate of authentication shall be in substantially the following form:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION.




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	 	Wachovia Bank, National Association, as

Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






35









 






ARTICLE THREE.




THE SECURITIES




          SECTION 301. Title and Terms.




          The aggregate principal amount of Securities which may be authenticated and delivered under
this Supplemental Indenture shall be unlimited. The Company is initially issuing $150,000,000
aggregate principal amount of Securities as of the date hereof. This series of Securities may be
reopened from time to time for the issuance of additional Securities of this series, subject to
compliance with Section 704. Any additional Securities issued shall have the identical terms as
the Securities issued on the Issue Date, except for the date of issuance, issue price and first
Interest Payment Date, and shall form a single series with the Securities issued on the Issue Date.




          The Securities shall be known and designated as the “71/2% Senior Notes due 2013” of the
Company. The Stated Maturity of the Securities shall be April 15, 2013 and they shall bear
interest at the rate of 7.50% per annum from the date of issuance, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable semiannually in cash and
in arrears to the Person in whose name the Security (or any Predecessor Security) is registered at
the close of business on the April 1 and October 1 immediately preceding the Interest Payment Date
on April 15 and October 15 of each year, commencing on October 15, 2006 in the case of the
Securities issued on the Issue 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.




          The principal of (and premium, if any) and interest on the Securities 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, all as provided in
Section 1002 of the Original Indenture; provided, however, that, at the option of the Company,
interest may be paid on Securities in definitive form by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Security Register.




          Holders shall have the right to require the Company to purchase their Securities, in whole or
in part, in the event of a Change of Control pursuant to Section 710.




          The Securities shall be subject to repurchase by the Company pursuant to an Asset Disposition
as provided in Section 711.




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




36









 








          SECTION 302. CUSIP Numbers.




          The Company in issuing Securities may use “CUSIP” numbers (if then generally in use) in
addition to serial numbers; if so, the Trustee shall use such “CUSIP” numbers in addition to serial
numbers in notices of redemption and repurchase 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, either
as printed on the Securities 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
Securities, and any such redemption or repurchase shall not be affected by any defect in or
omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in the
CUSIP numbers.




ARTICLE FOUR.




REMEDIES




          SECTION 401. 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
Eleven 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):





          (i) default in any payment of interest on any Security when the same becomes due and
such default continues for a period of 30 days, whether or not such payment shall be
prohibited by Article Eleven;




          (ii) default in the payment of the principal of or premium, if any, on any Security
when the same becomes due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise, whether or not such payment shall be prohibited
by Article Eleven;




          (iii) the Company fails to comply with Section 501;




          (iv) the Company fails to comply with Section 703, 704, 705, 706, 707, 708, 709, 710,
711, 713 or 714 (other than a failure to purchase Securities when required under Section 710
or 711, which will constitute an Event of Default under clause (ii) above and other than a
failure to comply with Section 501, which will constitute an Event of Default under clause
(iii) above) and such failure continues for 30 days after the notice specified below;




          (v) the Company fails to comply with any of its agreements in the Securities or the
Indenture (other than those referred to in clause (i), (ii), (iii) or (iv) above) and such
failure continues for 60 days after the notice specified below;



37









 






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




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




     (B) results in the acceleration of such Indebtedness prior to its Stated
Maturity;




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a payment default
or the maturity of which has been so accelerated, aggregates $25.0 million or more;




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




     (A) commences a voluntary case;




     (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 any substantial
part of its property;




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




or takes any comparable action under any foreign laws relating to insolvency; or




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




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




     (B) appoints a custodian of the Company, any Significant Subsidiary or any
such group or for any substantial part of its property; or



38









 






     (C) orders the winding up or liquidation of the Company or any Significant
Subsidiary or any such group;




or any similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 90 days;




          (ix) any judgment or decree for the payment of money in excess of $25.0 million (net
of any insurance or indemnity payments actually received in respect thereof prior to or
within 90 days from the entry thereof, or to be received in respect thereof in the event any
appeal thereof shall be unsuccessful) is rendered against the Company or any Significant
Subsidiary that is not discharged, or bonded or insured by a third Person and either (A) an
enforcement proceeding has been commenced upon such judgment or decree or (B) such judgment
or decree remains outstanding for a period of 60 days following the entry of such judgment
or decree and is not discharged, waived or stayed; or




          (x) the failure of any Subsidiary Guarantee by a Subsidiary Guarantor to be in full
force and effect (except as contemplated by the terms thereof or of the Indenture) or the
denial or disaffirmation in writing by any such Subsidiary Guarantor of its obligations
under the Indenture or any such Subsidiary Guarantee of the Securities.



          A default under clause (iv) or (v) above shall not constitute an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities notify the
Company of the default and the Company does not cure such default within the time specified in
clause (iv) or (v), as the case may be, after receipt of such notice. Such notice must specify the
default, demand that it be remedied and state that such notice is a “Notice of Default”.




          This Section 401 shall be applicable with respect to the Securities in lieu of Section 501 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 402. Acceleration of Maturity.




          If an Event of Default (other than by reason of an Event of Default specified in Section
401(vii) or 401(viii)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of at least 25% in principal amount of the Outstanding Securities, by written notice to
the Company and the Trustee, may, and the Trustee at the request of such Holders shall, by written
notice to the Company, declare the principal (and premium, if any) and accrued and unpaid interest
on all such then Outstanding Securities to be due and payable immediately; provided, however, that
so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until
the earlier of (i) two Business Days after delivery of written notice to the Company and the
Representative under such Bank Indebtedness and (ii) the day on which any Bank Indebtedness is
accelerated. Upon the effectiveness of such declaration, such principal (and premium, if any) and
interest will be due and payable immediately. In the event of a declaration of acceleration of the
Securities because an Event of Default described in
clause (vi) under Section 401 has occurred and is continuing, the declaration of acceleration
of the Securities shall be automatically annulled if the event of default or payment default
triggering




39









 







such Event of Default pursuant to clause (vi) shall be remedied or cured by the Company
or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days
after the declaration of acceleration with respect thereto and if (x) the annulment of the
acceleration of the Securities would not conflict with any judgment or decree of a court of
competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal,
premium, if any, or interest on the Securities that became due solely because of the acceleration
of the Securities, have been cured or waived. Notwithstanding the foregoing, in the case of an
Event of Default specified in Section 401(vii) or 401(viii) occurs and is continuing, then the
principal amount of, and accrued and unpaid interest on, all the Securities 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.




          This Section 402 shall be applicable with respect to the Securities in lieu of the first
paragraph of Section 502 of the Original Indenture (which shall be of no force and effect for the
Securities).




          SECTION 403. Application of Money Collected.




          Subject to Article Eleven, 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 Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:




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





          SECOND: To holders of Guarantor Senior Indebtedness to the extent required by Article
Eleven;




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




   FOURTH: The balance, if any, to the Company 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 the Indenture.



          This Section 403 shall be applicable with respect to the Securities in lieu of Section 506 of
the Original Indenture (which shall be of no force and effect for the Securities).




40









 








ARTICLE FIVE.




MERGER AND CONSOLIDATION




          SECTION 501. Company May Consolidate, Etc., Only on Certain Terms.




          The Company shall not, in a single transaction or series of related transactions, consolidate
with or merge with or into, or sell, lease, convey, assign, transfer or otherwise dispose of all or
substantially all its assets to any Person, unless:





          (i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a
corporation, partnership, trust or limited liability company organized and validly existing
under the laws of the United States of America, any State thereof or the District of
Columbia and the Successor Company (if not the Company) shall expressly assume, by
supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Company under the Securities and the Indenture;




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




          (iii) immediately after giving effect to such transaction, the Company or the
Successor Company, if the Company is not the continuing obligor under the Indenture, shall
at the time of such transaction or series of transactions, after giving pro forma effect to
such transaction as if such transaction or series of transaction had occurred on the first
day of the four quarter period ending on or immediately prior to the date of such
transaction, be able to Incur at least $1.00 of Indebtedness pursuant to clause (a) of
Section 704;




          (iv) if the Company is not the continuing obligor under the Indenture, each Subsidiary
Guarantor shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall
apply to such Successor Company’s obligations in respect of the Indenture and the
Securities; and




          (v) the Company shall have delivered to the Trustee (A) an Officer’s Certificate,
stating that (1) the Officer is not aware of any default or Event of Default that shall have
happened and be continuing and (2) such consolidation, merger or disposition and such
supplemental indenture comply with the Indenture; provided that no Officer’s Certificate
will be required as to matters described in clause (A)(1) of this clause (iv) for a
consolidation, merger or disposition described in the next succeeding paragraph hereto, and
(B) an Opinion of Counsel, stating that such consolidation, merger or disposition and such
supplemental indenture comply with the Indenture; provided that (1) in giving such
opinion such counsel may rely on such Officer’s Certificate as to any matters of fact
(including without limitation as to compliance with the foregoing clauses (ii) and (iii)),



41









 






and (2) no Opinion of Counsel will be required for a consolidation, merger or transfer
described in the next succeeding paragraph hereto.



          Notwithstanding the foregoing clause (iii), (x) any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its assets to the Company and (y) the Company may merge
with an Affiliate incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.




          For purposes of this Section 501 the sale, lease, conveyance, assignment, transfer or other
disposition of all or substantially all of the assets of one or more Subsidiaries of the Company,
which assets, if held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the assets of the Company on a consolidated basis, shall be deemed to be the
disposition of all or substantially all of the assets of the Company; provided, however, that a
Sale/Leaseback Transaction involving all or substantially all of the assets of the Company or of
one or more Subsidiaries of the Company, which assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the assets of the Company on a
consolidated basis, shall not be deemed to be the disposition of all or substantially all of the
assets of the Company, and provided, further, that such Sale/Leaseback Transaction shall be subject
to Sections 704 and 711.




          The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or
into any Person (other than the Company or another Subsidiary Guarantor) unless





          (i) the resulting or surviving Person shall be a corporation, partnership, trust or
limited liability company organized and existing under the laws of the United States of
America, any State of the United States or the District of Columbia and such Person (if not
such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such
Subsidiary Guarantor under the Indenture, except in a transaction resulting in a release of
such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee as provided in
Section 1006;




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




          (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and, in
the case of a transaction involving a Significant Subsidiary, an Opinion of Counsel, each
stating that such consolidation or merger and such supplemental indenture (if any) comply
with the Indenture.



          The Company shall be subject to this Section 501 in lieu of Sections 801 and 802 of the
Original Indenture (which shall be of no force and effect for the Securities).




42









 








          SECTION 502. Successor Substituted.




          Upon any consolidation of the Company with or merger of the Company into any other Person or
any sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all
of the assets of the Company to any Person in accordance with Section 501, the Successor Company
will succeed to, and be substituted for, and may exercise every right and power of, the Company
under the Indenture and thereafter the predecessor Company shall be released from all obligations
and covenants under the Indenture, but, in the case of a lease of all or substantially all its
assets, the predecessor Company will not be released from the obligation to pay the principal of
and interest on the Securities.




          Upon any consolidation of a Subsidiary Guarantor with or merger of a Subsidiary Guarantor into
any other Person in accordance with Section 501, the resulting or surviving Person will succeed to,
and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under
the Indenture and thereafter the predecessor Subsidiary Guarantor shall be released from all
obligations and covenants under the Indenture and its Subsidiary Guarantee.




          The Company and each Subsidiary Guarantor shall be subject to this Section 502 in lieu of
Section 803 of the Original Indenture (which shall be of no force and effect for the Securities).




ARTICLE SIX.




SUPPLEMENTS AND AMENDMENTS TO INDENTURE




          SECTION 601. Supplemental Indentures Without Consent of Holders.




          Without the consent of any Holders, the Company, the Subsidiary Guarantors, and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:





          (i) to cure any ambiguity, omission, defect or inconsistency; provided that such
action pursuant to this clause (i) shall not adversely affect the interest of the Holders of
the Securities in any material respect; or




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




          (iii) to add Subsidiary Guarantors or confirm and evidence the release and discharge
of a Subsidiary Guarantee, in each case in accordance with the applicable provisions hereof;
or



43









 






          (iv) to provide for the assumption by a successor corporation, partnership, trust or
limited liability company of the obligations of the Company or any Subsidiary Guarantor
under the Indenture; or




          (v) to secure the Securities or the Subsidiary Guarantees; or




          (vi) to provide that any Indebtedness that becomes or will become an obligation of the
Successor Company pursuant to a transaction governed by Section 501 (and that is not a
Subordinated Obligation) is Senior Indebtedness for purposes of the Indenture; or




          (vii) to add to the covenants of the Company or additional Events of Default for the
benefit of the Holders or to surrender any right or power conferred upon the Company; or




          (viii) to make any other change that does not adversely affect the rights of any
Holder; or




          (ix) to comply with any requirement of the Commission in connection with the
qualification of the Indenture under the Trust Indenture Act; or




          (x) to evidence and provide the acceptance and appointment of a successor trustee
under the Indenture.



          However, no amendment may be made to the subordination provisions of the Indenture that
adversely affects the rights of any holder of Guarantor Senior Indebtedness then outstanding unless
the holders of such Guarantor Senior Indebtedness (or any Representative thereof authorized to give
a consent) consent to such change.




          This Section 601 shall be applicable with respect to the Securities in lieu of Section 901 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 602. Supplemental Indentures with Consent of Holders.




          With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities (including consents obtained in connection with a tender offer or exchange
offer for the Securities), the Company, the Subsidiary Guarantors, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders under the Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby (with respect to any Securities held by a nonconsenting Holder of
the Securities):





          (i) reduce the principal amount of Securities whose Holders must consent to an
amendment; or



44









 






          (ii) reduce the stated rate of or extend the stated time for payment of interest on
any Security; or




          (iii) reduce the principal of or extend the Stated Maturity of any Security; or




          (iv) reduce the premium payable upon the redemption or repurchase of any Security or
change the time at which any Security may be redeemed or repurchased pursuant to Section
710, 711 or Section 801, whether through an amendment or waiver of provisions in such
Sections, definitions or otherwise; or




          (v) make any Security payable in money other than that stated in the Security; or




          (vi) impair the right of any Holder to receive payment of principal of, premium, if
any, and interest on such Holder’s Securities 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
Securities; or




          (vii) modify the Subsidiary Guarantees in any manner adverse to the Holders; or




          (viii) make any change in the amendment provisions of the Indenture which require each
Holder’s consent or in the waiver provisions of the Indenture.



          The consent of the Holders is not necessary under the Indenture to approve the particular form
of any proposed supplemental indenture. It is sufficient if such consent approves the substance of
the proposed supplemental indenture.




          This Section 602 shall be applicable with respect to the Securities in lieu of Section 902 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 603. Execution of Supplemental Indentures.




          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, as determined by the Trustee in its
sole discretion under the Indenture or otherwise. In signing or refusing to sign any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by the
Indenture, the Trustee shall be provided with, and shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by the Indenture.




          SECTION 604. Effect of Supplemental Indentures.




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




45









 







authenticated and delivered under the Indenture shall be bound thereby (except as provided in Section 602).




          SECTION 605. 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 606. Reference in Securities to Supplemental Indentures.




          Securities 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 Securities so modified as to conform to any such supplemental
indenture may be prepared and executed by the Company, and the Company shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms, the cost and expense of which
will be borne by the Company in exchange for Outstanding Securities.




          SECTION 607. Notice of Supplemental Indentures.




          Promptly after the execution by the Company, the Subsidiary Guarantors and the Trustee of any
supplemental indenture pursuant to the provisions of Section 602, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section
106 of the Original Indenture, setting forth in general terms the substance of such supplemental
indenture. The failure to give such notice to all the Holders, or any defect therein, will not
impair or affect the validity of the supplemental indenture.




          SECTION 608. Effect on Guarantor Senior Indebtedness.




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




ARTICLE SEVEN.




COVENANTS




          SECTION 701. Corporate Existence.




          Subject to Article Five, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence of the Company and the corporate
rights (charter and statutory), licenses and franchises of the Company; provided, however, that the
Company shall not be required to preserve any such right, license or franchise if 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




46









 







the Holders. The Company shall be subject to this Section 701 in lieu of Section 1005 of the Original Indenture (which shall be of no
force and effect for the Securities).




          SECTION 702. Compliance with Laws.




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




          SECTION 703. Limitation on Restricted Payments.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its
Capital Stock (including any payment in connection with any merger or consolidation involving the
Company or any of its Restricted Subsidiaries) except (A) dividends or distributions payable in
Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other
rights to purchase such Capital Stock; and (B) dividends or distributions payable to the Company or
a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its
other holders of common Capital Stock on a
pro rata basis); (ii) purchase, redeem, retire or otherwise acquire for value any Capital
Stock of the Company or any direct or indirect parent of the Company held by Persons other than the
Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other
than Disqualified Stock)); (iii) purchase, repurchase, redeem, defease or otherwise acquire or
retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund
payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than the
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated
Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due within one year of the
date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or (iv)
make any Restricted Investment in any Person; (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred
to in clauses (i) through (iv) shall be referred to herein as a “Restricted Payment”), if at the
time the Company or such Restricted Subsidiary makes such Restricted Payment:





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




     (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to
Section 704(a) after giving effect, on a pro forma basis, to such Restricted Payment; or




     (3) the aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made subsequent to the Issue Date would exceed the sum of (A)



47









 






50% of Consolidated Net Income for the period (treated as one accounting period) from January 1,
2006 to the end of the most recent fiscal quarter ending prior to the date of such
Restricted Payment for which financial statements are in existence (or, in case such
Consolidated Net Income is a deficit, minus 100% of such deficit); (B) the sum of (x) the
aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital
Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue
Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock
to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar
trust to the extent such sale to an employee stock ownership plan, option plan or similar
trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary
unless such loans have been repaid with cash on or prior to the date of determination) and
(y) the fair market value of property constituting Additional Assets received by the Company
or a Restricted Subsidiary subsequent to the Issue Date in exchange for Capital Stock (other
than Disqualified Stock and other than Capital Stock issued to a Subsidiary of the Company);
provided that for the purposes of determining fair market value of the Additional Assets
received pursuant to this clause (c)(ii), such fair market value shall be determined
conclusively by the Board of Directors acting in good faith whose resolution with respect
thereto shall be delivered to the Trustee, such determination to be based, in part, upon an
opinion or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value is estimated to exceed $25.0 million; (C) the
amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon
the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the
Issue Date of any
Indebtedness of the Company convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of
any other property, distributed by the Company upon such conversion or exchange); and (D)
the amount equal to the net reduction in Restricted Investments made by the Company or any
of its Restricted Subsidiaries in any Person resulting from (x) repurchases or redemptions
of any such Restricted Investments by such Person, proceeds realized upon the sale of such
Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other
transfers of assets (including by way of dividend or distribution) by such Person to the
Company or any Restricted Subsidiary; or (y) the redesignation of Unrestricted Subsidiaries
as Restricted Subsidiaries (valued in each case as provided in the definition of
“Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of
Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted
Subsidiary, which amount in each case under this clause (D) was included in the calculation
of the amount of Restricted Payments; provided, however, that no amount will be included
under this clause (D) to the extent it is already included in Consolidated Net Income.



          (b) The provisions of Section 703(a) will not prohibit (1) any purchase or redemption of
Capital Stock, Subordinated Obligations or Guarantor Subordinated Obligations made by exchange for,
or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee
stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan
or similar trust is financed by loans from or Guaranteed by the Company or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior




48









 







to the date of determination);
provided, however, that such purchase or redemption will be excluded in subsequent calculations of
the amount of Restricted Payments; (2) any purchase or redemption of Subordinated Obligations or
Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations or Guarantor Subordinated Obligations
that qualify as Refinancing Indebtedness; provided, however, that such purchase or redemption will
be excluded in subsequent calculations of the amount of Restricted Payments; (3) so long as no
default or Event of Default has occurred and is continuing, any purchase or redemption of
Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the
extent permitted under Section 711; provided, however, that such purchase or redemption will be
excluded in subsequent calculations of the amount of Restricted Payments; (4) dividends paid within
60 days after the date of declaration if at such date of declaration such dividend would have
complied with this Section 703; provided, however, that such dividends will be included in
subsequent calculations of the amount of Restricted Payments; (5) so long as no default or Event of
Default has occurred and is continuing, (A) the purchase, redemption or other acquisition,
cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation
rights or other rights to purchase or acquire Capital Stock of the Company or any Restricted
Subsidiary or any parent of the Company held by any existing or former directors, employees or
management of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in
each case in connection with the repurchase provisions under employee or director stock option or
stock purchase agreements or other agreements to compensate management employees or directors;
provided that such redemptions or repurchases pursuant to this clause will not exceed $25.0 million
in the aggregate during any calendar year; provided, however, that the amount of any such
repurchase
or redemption will be included in subsequent calculations of the amount of Restricted
Payments; and (B) loans or advances to employees or directors of the Company or any Subsidiary of
the Company permitted by law the proceeds of which are used to purchase Capital Stock of the
Company, in an aggregate amount not in excess of $25.0 million at any one time outstanding;
provided, however that the amount of such loans and advances will be included in subsequent
calculations of the amount of Restricted Payments; (6) repurchases of Capital Stock deemed to occur
upon the exercise of stock options if such Capital Stock represents a portion of the exercise price
thereof; provided, however, that such repurchases will be excluded from subsequent calculations of
the amount of Restricted Payments; and (7) other Restricted Payments not to exceed $50.0 million in
the aggregate; provided, however, that such Restricted Payments will be excluded in subsequent
calculations of the amount of Restricted Payments.




          (c) The amount of all Restricted Payments (other than cash) shall be the fair market value on
the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred
or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively, in the case of amounts under
$10.0 million, by an Officer acting in good faith and in all other cases by the Board of Directors
of the Company acting in good faith whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market value is estimated to
exceed $25.0 million.




49









 








          (d) Not later than the date of making any Restricted Payment (excluding any Restricted Payment
described in clause (6) of Section 703(b)), the Company shall deliver to the Trustee an Officer’s
Certificate stating that such Restricted Payment is permitted and setting forth the basis upon
which the calculations required by this Section 703 were computed, together with a copy of any
fairness opinion or appraisal required by the Indenture.




          SECTION 704. Limitation on Indebtedness.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness; provided, however, that the Company, the Subsidiary Guarantors and the other
Restricted Subsidiaries may Incur Indebtedness if on the date of the Incurrence the Consolidated
Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.0 to 1.0.




          (b) Section 704(a) will not prohibit the Incurrence of the following Indebtedness:





          (i) Indebtedness of the Company and its Restricted Subsidiaries Incurred pursuant to
any Senior Credit Agreement, together with the principal component of amounts outstanding
under Qualified Receivables Transactions, provided that, after giving effect to any such
Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause
(i) and then outstanding does not exceed the greater of (a)
$450.0 million and (b) the sum of (x) $300.0 million and (y) 20% of the Company’s
Consolidated Tangible Net Worth at such time;




          (ii) the Securities (excluding any Securities issued after the Issue Date) and the
Subsidiary Guarantees;




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




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




     (B) if a Subsidiary Guarantor is the obligor on such Indebtedness and neither
the Company nor another Subsidiary Guarantor is the obligee, such Indebtedness is
expressly subordinated in right of payment to the Subsidiary Guarantee of such
Subsidiary Guarantor; and




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




50









 












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




shall be deemed, in each case, to constitute an Incurrence of such
Indebtedness by the Company or such Subsidiary, as the case may be;




          (iii) Indebtedness represented by (A) any Indebtedness (other than the Indebtedness
described in clauses (i), (iii), (vi), (viii), (ix), (x) and (xi)) outstanding on the Issue
Date and (B) any Refinancing Indebtedness Incurred in respect of any Indebtedness described
in this clause (iv) or clause (v) or Incurred pursuant to Section 704(a);




          (iv) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on
which such Restricted Subsidiary was acquired by the Company (other than Indebtedness
Incurred (A) to provide all or any portion of the funds utilized to consummate the
transaction or series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was otherwise acquired by the Company or (B) otherwise in
connection with, or in contemplation of, such acquisition); provided, however, that at the
time such Restricted Subsidiary is acquired by the Company would have been able to Incur
$1.00 of additional Indebtedness pursuant to Section 704(a) after giving effect to the
Incurrence of such Indebtedness pursuant to this clause (v);




          (v) Indebtedness under Currency Agreements and Interest Rate Agreements that are
entered into in the ordinary course of business (and not for speculative purposes) for the
purpose of fixing or hedging, in the case of Currency Agreements, currency exchange rate
risk and, in the case of Interest Rate Agreements, interest rate risk with respect to any
Indebtedness Incurred without violation of the Indenture;




          (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of
Attributable Indebtedness in respect of a Sale/Leaseback Transaction or Indebtedness
represented by Capitalized Lease Obligations, mortgage financings or purchase money
obligations, in each case Incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvements of property used in the business of
the Company or such Restricted Subsidiary, provided that after giving effect to any such
Incurrence, the aggregate principal amount of all Indebtedness Incurred pursuant to this
clause (vii) and then outstanding does not exceed the greater of (a) $75.0 million and (b)
10% of the Company’s Consolidated Tangible Net Worth at such time;




          (vii) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance
obligations, performance, surety and similar bonds and completion guarantees provided by the
Company or a Restricted Subsidiary in the ordinary course of business, including Guarantees
or obligations of the Company or a Restricted Subsidiary with respect to letters of credit
supporting any such Indebtedness (in each case other than



51









 






an obligation for money borrowed); provided that such letter of credit obligations are reimbursed within 30 days following
their Incurrence;




          (viii) 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 in connection with the disposition of any business, assets or Capital Stock
of a Restricted Subsidiary;




          (ix) 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, however, that such Indebtedness is extinguished within five Business
Days of Incurrence;




          (x) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or any of its Restricted Subsidiaries that was permitted to be Incurred by
another provision of this Section 704; provided that in the event such Indebtedness that is
being Guaranteed is (a) Senior Indebtedness or Guarantor Senior Subordinated Indebtedness,
then the related Guarantee shall not rank senior in right of payment to the Securities or
the Subsidiary Guarantee or (b) a Subordinated Obligation or a Guarantor Subordinated
Obligation, then the related Guarantee shall be subordinated in right of payment to the
Securities or the Subsidiary Guarantee, as the case may be; and




          (xi) in addition to the items referred to in clauses (i) through (xi) above,
Indebtedness of the Company or any of its Restricted Subsidiaries, provided that, after
giving effect to any such Incurrence, the aggregate principal amount of all
Indebtedness Incurred under this clause (xii) and then outstanding does not exceed $100.0
million.



          (c) The Company will not Incur any Indebtedness under Section 704(b) if the proceeds thereof
are used, directly or indirectly, to refinance any Subordinated Obligations unless such
Indebtedness will be subordinated to the Securities to at least the same extent as such
Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness under Section 704(b)
if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated
Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent
as such Guarantor Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness
under Section 704(b) if the proceeds thereof are used, directly or indirectly, to refinance any
Guarantor Senior Subordinated Indebtedness unless such Refinancing Indebtedness is either Guarantor
Senior Subordinated Indebtedness or Guarantor Subordinated Obligations. No Restricted Subsidiary
(other than a Subsidiary Guarantor) may Incur any Indebtedness under Section 704(b) if the proceeds
are used to refinance Indebtedness of the Company (excluding any Guarantee by the Company of any
Indebtedness Incurred by a Restricted Subsidiary).




          (d) For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 704:




52









 









     (1) (A) Indebtedness permitted by Section 704 need not be permitted solely by reference
to one provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of Section 704 permitting such
Indebtedness and (B) in the event that Indebtedness meets the criteria of more than one of
the types of Indebtedness described in Section 704(a) or (b), the Company, in its sole
discretion, will classify such item of Indebtedness on the date of Incurrence (or later
reclassify such Indebtedness from or after the first date on which the Company or its
Restricted Subsidiaries could have Incurred such Indebtedness under one or more other of
such provisions) and only be required to include the amount and type of such Indebtedness in
one or more of such provisions as it determines; and




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


Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest
in the form of additional Indebtedness and the payment of dividends in the form of additional
shares of Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of
this Section 704. The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value of the Indebtedness in the case of any Indebtedness issued with original issue
discount and (ii) the principal amount or liquidation preference thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other Indebtedness.




          (e) The Company will not permit any of its Unrestricted Subsidiaries to Incur any
Indebtedness, other than Non-Recourse Debt, or issue any shares of Disqualified Stock, except in
any case to the Company or any of its Wholly-Owned Subsidiaries. If at any time an Unrestricted
Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to
be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted
to be Incurred as of such date under this Section 704, the Company shall be in default of this
Section 704).




          (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in
the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such
Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced. Notwithstanding any other provision of this Section 704, the maximum amount of
Indebtedness that the Company may Incur pursuant to this Section 704 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal
amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different
currency from the Indebtedness being refinanced, shall be




53









 







calculated based on the currency exchange
rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in
effect on the date of such refinancing.




          SECTION 705. Limitation on Layering.




          No Subsidiary Guarantor will Incur any Indebtedness if such Indebtedness is contractually
subordinate or junior in ranking in right of payment to any Guarantor Senior Indebtedness of such
Subsidiary Guarantor unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such
Subsidiary Guarantor or is contractually subordinated in right of payment to Guarantor Senior
Subordinated Indebtedness of such Subsidiary Guarantor.




          SECTION 706. Limitation on Affiliate Transactions.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of the Company (an
“Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are no less favorable
to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained
in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person
who is not such an Affiliate; (ii) in the event such
Affiliate Transaction involves an aggregate amount in excess of $10.0 million, the terms of
such transaction have been approved by a majority of the members of the Board of Directors of the
Company and by a majority of the members of such Board having no personal stake in such
transaction, if any (and such majority or majorities, as the case may be, determine that such
Affiliate Transaction satisfies the criteria in Section 706(a)(i)); and (iii) in the event such
Affiliate Transaction involves an aggregate amount in excess of $25.0 million, the Company has
received a written opinion from an independent investment banking, accounting or appraisal firm of
nationally recognized standing that such Affiliate Transaction is not materially less favorable
than those that might reasonably have been obtained in a comparable transaction at such time on an
arms-length basis from a Person that is not an Affiliate.




          (b) Section 706(a) will not apply to (i) any Restricted Payment permitted to be made pursuant
to Section 703; (ii) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and
stock ownership plans and other reasonable fees, compensation, benefits and indemnities permitted
by law paid or entered into by the Company or its Restricted Subsidiaries in the ordinary course of
business to or with officers, directors or employees of the Company and its Restricted
Subsidiaries; (iii) loans or advances to employees and consultants permitted by law in the ordinary
course of business of the Company or any of its Restricted Subsidiaries in an amount not to exceed
$5.0 million in the aggregate during any calendar year; (iv) any transaction between the Company
and a Restricted Subsidiary (other than a Receivables Entity) or between Restricted Subsidiaries
(other than a Receivables Entity); (v) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company or any contribution to the capital of the Company or any
Restricted Subsidiary; (vi) the performance of obligations of the Company or any of its Restricted
Subsidiaries under the terms of any agreement to which the Company or any of its Restricted
Subsidiaries is a party on the Issue Date and identified on Schedule 706 to this Supplemental
Indenture, as such agreement may be amended, modified or supplemented from





54










 






time to time; provided,
however, that any future amendment, modification or supplement entered into after the Issue Date
will be permitted to the extent that its terms are not more disadvantageous in its entirety to the
Holders of the Securities than the terms of such agreement as in effect on the Issue Date; (vii)
sales or other transfers or dispositions of accounts receivable and other related assets
customarily transferred in an asset securitization transaction involving accounts receivable to a
Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted
Investments in connection with a Qualified Receivables Transaction; and (viii) transactions with
Joint Ventures in an amount not to exceed $15.0 million in the aggregate during any calendar year.




          SECTION 707.   Limitation on Restrictions on Distributions from Restricted
Subsidiaries.




          The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary to (1) pay dividends or make any other distributions on
its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other
obligations owed to the Company or any Restricted Subsidiary; (2)
make any loans or advances to the Company or any Restricted Subsidiary; or (3) transfer any of
its property or assets to the Company or any Restricted Subsidiary. The preceding provisions will
not prohibit (i) any encumbrance or restriction pursuant to an agreement in effect at or entered
into on the Issue Date, including, without limitation, each Senior Credit Agreement in effect on
such date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to
an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date
on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred
as consideration in, or to provide all or any portion of the funds utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction) and
outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of
Indebtedness Incurred pursuant to an agreement referred to in Section 707(i) or (ii) or this clause
(iii) or contained in any amendment to an agreement referred to in Section 707(i) or (ii) or this
clause (iii); provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any
material respect, taken as a whole, to the Holders of the Securities than the encumbrances and
restrictions contained in such agreements referred to in Section 707(i) or (ii) on the Issue Date
or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;
(iv) in the case of clause (3) of this Section 707, any encumbrance or restriction (a) imposed by
customary provisions in joint venture agreements and similar agreements that restrict the transfer
of the interests in the joint venture (b) that restricts in a customary manner the subletting,
assignment or transfer of any property or asset that is subject to a lease, license or similar
contract, or the assignment or transfer of any such lease, license or other contract; (c) contained
in mortgages, pledges or other security agreements permitted under this Indenture securing
Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or
restrictions restrict the transfer of the property subject to such mortgages, pledges or other
security agreements; or (d) pursuant to customary provisions restricting dispositions of real
property interests set forth in any reciprocal easement agreements of the




55









 







Company or any Restricted
Subsidiary; (v) purchase money obligations for property acquired in the ordinary course of business
that impose encumbrances or restrictions of the nature described in clause (3) of this Section 707
on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual
requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a
Receivables Entity that, in the good faith determination of the Board of Directors, are necessary
to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a
Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered
into for the direct or indirect sale or disposition of all or substantially all the Capital Stock
or assets of such Restricted Subsidiary (or the property or assets that are subject to such
restriction) pending the closing of such sale or disposition; (viii) encumbrances or restrictions
arising or existing by reason of applicable law or any applicable rule, regulation or order; (ix)
encumbrances or restrictions applicable only to a Foreign Subsidiary; and (x) restrictions on cash
or other deposits or net worth imposed in relation to any Restricted Subsidiary under contracts
entered into in the ordinary course of business.




          SECTION 708.   Limitation on Sale of Capital Stock of Restricted Subsidiaries.




          The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer,
convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or issue
any Voting Stock of any Restricted Subsidiary (other than, if necessary, shares of its Voting Stock
constituting directors’ qualifying shares) to any Person except (1) to the Company or a
Wholly-Owned Subsidiary other than a Receivables Entity; or (2) in compliance with Section 711 and,
immediately after giving effect to such issuance or sale, such Restricted Subsidiary would continue
to be a Restricted Subsidiary or, if such Restricted Subsidiary would no longer be a Restricted
Subsidiary, then the Investment of the Company in such Person would have been permitted to be made
under Section 703 as if made on the date of such transfer, conveyance, sale, lease, disposition or
issuance.




          Notwithstanding the preceding paragraph, the Company may sell all the Voting Stock of a
Restricted Subsidiary as long as the Company complies with the terms of Section 711.




          SECTION 709.   Limitation on Liens.




          The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its,
or any such Restricted Subsidiary’s, property or assets (including Capital Stock), whether owned on
the Issue Date or acquired after the date hereof, securing any Senior Indebtedness (other than the
Securities), Subordinated Obligations, Guarantor Senior Subordinated Indebtedness or Guarantor
Subordinated Obligations, unless contemporaneously with the Incurrence of the Liens effective
provision is made to secure the Securities or, in respect of Liens on any Restricted Subsidiary’s
assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or prior
to in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated
Obligations, as the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.




56









 








          SECTION 710.   Change of Control.




          (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the
Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal
to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date) (the “Change of Control Offer”);
provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall
not be obligated to purchase the Securities pursuant to this Section 710 in the event that it has
exercised its right to redeem all of the Securities pursuant to Section 801.




          (b) Within 30 days following any Change of Control (or at the Company’s option, prior to such
Change of Control but after the public announcement thereof), unless the Company has mailed a
redemption notice in connection with such Change of Control as
described in Section 1104 of the Original Indenture, the Company shall mail a notice to each
holder with a copy to the Trustee stating:





          (i)   that a Change of Control has occurred or will occur and that such Holder has (or
upon such occurrence will have) the right to require the Company to purchase such Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on a record date to receive interest on the relevant interest payment
date) (the “Change of Control Payment”);




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




          (iii)   the date of purchase (which shall be no earlier than 30 days nor later than 90
days from the date such notice is mailed) (the “Change of Control Payment Date”);




          (iv)   the instructions determined by the Company, consistent with this Section 710,
that a Holder must follow in order to have its Securities purchased; and




          (v)   that, if such offer is made prior to such Change of Control, payment is
conditioned on the occurrence of such Change of Control.



          (c) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Securities pursuant to this Section 710. To the extent that the provisions of any securities
laws or regulations conflict with provisions of the Indenture, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in the Indenture by virtue thereof.




          (d) Subject to Section 710(f), on the Change of Control Payment Date, the Company shall, to
the extent lawful:





57









 









          (i)   accept for payment all Securities or portions thereof properly tendered and not
withdrawn pursuant to the Change of Control Offer;




          (ii)   deposit by 11:00 a.m., New York City time, with the Paying Agent an amount equal
to the Change of Control Payment in respect of all Securities or portions thereof so
tendered; and




          (iii)   deliver or cause to be delivered to the Trustee the Securities so accepted
together with an Officer’s Certificate stating the aggregate principal amount of Securities
or portions thereof being purchased by the Company.



          (e) The Paying Agent shall promptly deliver to each Holder of Securities so tendered the
Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and
deliver (or cause to be transferred by book entry) to each Holder a new Security equal in principal
amount to any unpurchased portion of the Securities surrendered, if any;
provided that each such new Security shall be in a principal amount of $1,000 or an integral
multiple thereof.




          (f) Prior to complying with any of the provisions of this Section 710, but in any event within
90 days following a Change of Control, the Company shall either repay all outstanding Senior
Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding
Senior Indebtedness to permit the repurchase of Securities required by this Section 710.




          SECTION 711.   Limitation on Sales of Assets and Subsidiary Stock.




          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any
Asset Disposition unless (1) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Disposition at least equal to the fair market
value, as determined in good faith by the Board of Directors or, if such fair market value is less
than $10.0 million, in good faith by an Officer (including as to the value of all non-cash
consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the
aggregate consideration received by the Company and its Restricted Subsidiaries from such Asset
Disposition and all other Asset Dispositions since the Issue Date, is in the form of cash or Cash
Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition
is applied by the Company or such Restricted Subsidiary, as the case may be, (A) first, to the
extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the
terms of any Senior Indebtedness or Guarantor Senior Indebtedness) to prepay, repay or purchase
Senior Indebtedness or Guarantor Senior Indebtedness or Indebtedness (other than any Preferred
Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than
Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in
connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A),
the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related
commitment (if any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased; and (B) second, to the extent of the balance of such Net Available
Cash after application in accordance with clause (A), to the extent the Company or such Restricted




58









 







Subsidiary elects, to invest in Additional Assets within 360 days from the later of the date of
such Asset Disposition or the receipt of such Net Available Cash.




          (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided
in Section 711(a) will be deemed to constitute “Excess Proceeds.” The Company will use the
aggregate Excess Proceeds (A) first, to make an offer to purchase Securities at a price in cash
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated
Indebtedness pursuant and subject to the conditions of the agreements governing such other
Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid
interest to the purchase date and (B) second, to the extent of the balance of such Excess Proceeds
after application in accordance with clause (A) above, to fund (to the extent consistent with any
other applicable provision of the Indenture) any general corporate
purpose (including the repayment of Subordinated Obligations); provided, however, that in
connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) above,
the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related
loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 711, the
Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in
accordance with this Section except to the extent that the aggregate Net Available Cash from all
Asset Dispositions that is not applied in accordance with this Section 711 exceeds $25.0 million.




          (c) For the purposes of this Section 711, the following will be deemed to be cash:





          (i)   the assumption by the transferee of Senior Indebtedness or Guarantor Senior
Indebtedness or Indebtedness (other than Preferred Stock) of any Restricted Subsidiary that
is not a Subsidiary Guarantor and the release of the Company or such other obligor from all
liability on such Indebtedness in connection with such Asset Disposition (in which case the
Company will, without further action, be deemed to have applied such deemed cash to
Indebtedness in accordance with Section 711(a)(3)(A) above); and




          (ii)   securities, notes or other obligations received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or such Restricted
Subsidiary into cash within 90 days from the receipt of such obligations.



          (d) The Company will not, and will not permit any Restricted Subsidiary to, engage in any
Asset Swap, unless:





          (i)   at the time of entering into such Asset Swap and immediately after giving effect
to such Asset Swap, no default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof;




          (ii)   in the event such Asset Swap involves the transfer by the Company or any
Restricted Subsidiary of assets having an aggregate fair market value, as determined



59









 






by the Board of Directors in good faith, in excess of $10.0 million, the terms of such Asset Swap
have been approved by a majority of the members of the Board of Directors; and




          (iii)   in the event such Asset Swap involves the transfer by the Company or any
Restricted Subsidiary of assets having an aggregate fair market value, as determined by the
Board of Directors in good faith, in excess of $25.0 million, the Company has received a
written opinion from an independent investment banking, accounting or appraisal firm of
nationally recognized standing that such Asset Swap is fair to the Company or such
Restricted Subsidiary, as the case may be, from a financial point of view.



          (e) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Securities pursuant to this Section 711. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section 711, the
Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section by virtue thereof.




          SECTION 712.   Statement by Officers as to Default.




          (a) The Company and the Subsidiary Guarantors will deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company ending after the date hereof, an Officer’s
Certificate, stating whether or not to the best knowledge of the signer thereof the Company or such
Subsidiary Guarantor, as the case may be, is in default in the performance and observance of any of
the terms, provisions and conditions of the Indenture (without regard to any period of grace or
requirement of notice provided under the Indenture) and, if the Company or any Subsidiary Guarantor
shall be in default, specifying all such defaults and the nature and status thereof of which he may
have knowledge




          (b) The Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company or such Subsidiary Guarantor becomes
aware or should reasonably become aware of the occurrence or existence of a default or an Event of
Default, an Officer’s Certificate setting forth the details of such default or Event of Default,
and the action which the Company or such Subsidiary Guarantor proposes to take with respect
thereto.




          The Company shall be subject to this Section 712 in lieu of Section 1004 of the Original
Indenture (which shall be of no force and effect for the Securities).




          SECTION 713.   Reporting Requirements.




          Notwithstanding that the Company may not be subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file
with the Commission, and provide the Trustee with, the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) that are




60









 







specified in Sections 13 and 15(d) of the Exchange
Act no later than 60 days after the time periods specified therein. In the event that the Company
is not permitted to file such reports, documents and information with the Commission pursuant to
the Exchange Act, the Company will nevertheless provide such Exchange Act information to the
Trustee as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act no later than 60 days after the time periods specified therein.




          SECTION 714.   Future Subsidiary Guarantors.




          After the Issue Date, the Company will cause each Restricted Subsidiary (other than a Foreign
Subsidiary or a Receivables Entity) that (i) becomes, or upon its creation or acquisition by the
Company or one or more of its Restricted Subsidiaries is, a Material Subsidiary or (ii) becomes a
guarantor under a Senior Credit Agreement, to execute and deliver to the Trustee, promptly after
becoming a Material Subsidiary or a guarantor under such Senior Credit Agreement, as applicable, a
supplement to the Indenture, substantially in the form of Exhibit B hereto, providing for a
Subsidiary Guarantee pursuant to which such Restricted Subsidiary will become a Subsidiary
Guarantor.




          SECTION 715.   Additional Covenants.




          The Company will be subject to the covenants set forth in Sections 1001, 1002, 1003, 1006,
1007 and 1008 of the Original Indenture with respect to the Securities in addition to the covenants
set forth in this Supplemental Indenture.




ARTICLE EIGHT.  




REDEMPTION OF SECURITIES




          SECTION 801.   Optional Redemption.




          (a) The Securities will be redeemable, at the option of the Company, in whole or in part, at
any time and from time to time prior to April 15, 2010, upon prior notice as provided in Section
1104 of the Original Indenture, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed plus accrued but unpaid interest to the
Redemption Date; and (ii)(a) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the Redemption Date to April 15, 2010 (except for currently
accrued but unpaid interest) (assuming the Securities are redeemed, and based on the applicable
Redemption Price, on that date) discounted to the Redemption Date, on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months), at the Treasury Rate, plus 50 basis points,
plus (b) accrued but unpaid interest to the Redemption Date (subject to the right of Holders on the
relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The
Redemption Price calculated as provided in this Section 801(a) shall be calculated and certified to
the Trustee and the Company by the Independent Investment Banker.




          (b) The Securities will be redeemable, at the option of the Company, in whole or in part, at
any time and from time to time on and after April 15, 2010 and prior to Stated





61









 







Maturity, upon prior
notice as provided in Section 1104 of the Original Indenture, at the following Redemption Prices
(expressed as a percentage of principal amount), plus accrued interest, if any, to the Redemption
Date (subject to the right of Holders on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on April
15 of the years set forth below:




	 	 	 	 	 
	 	 	Redemption
	Period 	 	Price
	2010
	 	 	103.750	%
	2011
	 	 	101.875	%
	2012
	 	 	100.000	%






          (c) Prior to April 15, 2009, to the extent that the Company raises Net Cash Proceeds from one
or more Qualified Equity Offerings, the Company may on any one or more occasions redeem up to 35%
of the original principal amount of the Securities with the Net Cash Proceeds at a Redemption Price
of 107.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date); provided that (i) at least 65% of the original
principal amount of the Securities remains Outstanding after each such redemption; and (ii) the
redemption occurs within 90 days after the closing of such Qualified Equity Offering.




          SECTION 802.   Applicability of Article.




          Redemption of Securities at the election of the Company, as permitted by Section 801, shall be
made in accordance with such Section and Article Eleven of the Original Indenture.




ARTICLE NINE.  




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




          SECTION 901.   Company’s Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at its option, at any time, with respect to the Securities, elect to have
either Section 902 or Section 903 be applied to all Outstanding Securities upon compliance with the
conditions set forth in this Article Nine.




          SECTION 902.   Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 901 of the option applicable to this Section 902,
each of the Company and any Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to all Outstanding Securities on the date the conditions set forth in
Section 904 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal
Defeasance means that the Company and any such Subsidiary Guarantor shall be deemed to have paid
and discharged the entire Indebtedness represented by the Outstanding Securities, which shall
thereafter be deemed to be “Outstanding” only for the

62









 








purposes of Section 905 and the other Sections of the Indenture referred to in (i) and (ii)
below, and to have satisfied all its other obligations under such Securities and the Indenture
insofar as such Securities 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 under the Indenture: (i) the rights of Holders of
Outstanding Securities to receive, solely from the trust fund described in Section 904 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 Securities when such payments are due, (ii) the Company’s and any Subsidiary
Guarantor’s respective obligations with respect to such Securities under Sections 304, 305, 306,
1002 and 1003 of the Original Indenture, (iii) the rights, powers, trusts, duties and immunities of
the Trustee under the Indenture, and the Company’s obligations in connection therewith and (iv)
this Article Nine.




          If the Company exercises its Legal Defeasance Option, payment of the Securities may not be
accelerated because of an Event of Default.




          Subject to compliance with this Article Nine, the Company may exercise its option under this
Section 902 notwithstanding the prior exercise of its option under Section 903 with respect to the
Securities.




          This Section 902 shall be applicable with respect to the Securities in lieu of Section 1502 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 903.   Covenant Defeasance.




          Upon the Company’s exercise under Section 901 of the option applicable to this Section 903,
the Company may terminate (a) its obligations under any covenant contained in Sections 701 through
714, except Section 712(a), (b) the operation of Section 401(vi), Section 401(vii) (with respect
only to Significant Subsidiaries), Section 401(viii) (with respect only to Significant
Subsidiaries), Section 401(ix) and Section 401(x) and (c) the limitations contained in Sections
501(iii) and (iv) with respect to the Outstanding Securities on and after the date the conditions
set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities 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 under the Indenture
(it being understood that such Securities will not be outstanding for accounting purposes). If the
Company exercises its Covenant Defeasance option, payment of the Securities may not be accelerated
because of an Event of Default specified under Section 401(iv), (v), (vi), (vii) (with respect only
to Significant Subsidiaries), (viii) (with respect only to Significant Subsidiaries), (ix) or (x)
or because of the failure of the Company to comply with Sections 501(iii) and (iv). For this
purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities, the
Company may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere in the Indenture to any such covenant or by reason of any reference in any such
covenant to any other provision therein or in any other
document and such omission to comply shall not constitute a default or an Event of Default




63









 







under Section 401(iv) or (v), but, except as specified above, the remainder of the Indenture and
such Securities shall be unaffected thereby.




          This Section 903 shall be applicable with respect to the Securities in lieu of Section 1503 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 904.   Conditions to Legal Defeasance or Covenant Defeasance.




          The following shall be the conditions to application of either Section 902 or Section 903 to
the Outstanding Securities:





          (i)   The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 of the Original
Indenture who shall agree to comply with the provisions of this Article Nine applicable to
it) as trust funds, money or U.S. Government Obligations, 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 Securities 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 Securities;




          (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 date of this Supplemental Indenture, 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 of the
Outstanding Securities 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
(which opinion may be subject to customary assumptions and exclusions) confirming that the
Holders of the Outstanding Securities 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 shall have occurred and be continuing on the date
of such deposit or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 121st day after the date
of deposit;



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




          (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 Officer’s 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 Subsidiary Guarantor
or others;




          (viii)   the Company shall have delivered to the Trustee an Officer’s 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; and




          (ix)   the Company shall have delivered to the Trustee the opinion of a nationally
recognized firm of independent public accountants stating the matters set forth in paragraph
(i) above.



          This Section 904 shall be applicable with respect to the Securities in lieu of Section 1504 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 905.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to the provisions of the last paragraph of Section 1003 of the Original Indenture, all
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 905, the “Trustee”)
pursuant to Section 904 in respect of the Outstanding Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and the 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 Securities 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 U.S. Government Obligations so held in trust are not subject to
Article Eleven.




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          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 904 or the
principal and interest received in respect thereof.




          Anything in this Article Nine 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 Obligations
held by it as provided in Section 904 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.




          This Section 905 shall be applicable with respect to the Securities in lieu of Section 1505 of
the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 906.   Reinstatement.




          If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with Section 905 by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Company’s or
any Subsidiary Guarantor’s obligations under the Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 902 or 903, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 905; provided, however, that if the Company makes
any payment of principal of (or premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money and U.S. Government Obligations held by the
Trustee or Paying Agent.




          This Section 906 shall be applicable with respect to the Securities in lieu of Section 1506 of
the Original Indenture (which shall be of no force and effect for the Securities).




ARTICLE TEN.  




SUBSIDIARY GUARANTEES




          SECTION 1001.   Applicability of Article.




          This Article Ten shall be applicable with respect to the Securities in lieu of Article
Thirteen of the Original Indenture (which shall be of no force and effect for the Securities).




          SECTION 1002.   Subsidiary Guarantees.




          (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns on an unsecured senior
subordinated basis (i) the full and punctual payment of principal of, premium, if any, and interest
on the Securities when due, whether at Stated Maturity, by




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acceleration, by redemption, by required
repurchase or otherwise, and all other monetary obligations of the Company and the Subsidiary
Guarantors under the Indenture and the Securities and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Company and the Subsidiary Guarantors
under the Indenture and the Securities (all the foregoing being hereinafter collectively called the
“Guaranteed Obligations”). Each Subsidiary Guarantor agrees that the Guaranteed Obligations may be
extended or renewed, in whole or in part, without further notice or further assent from such
Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Ten
notwithstanding any extension or renewal of any Guaranteed Obligation.




          (b) Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to
the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.
Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The Guaranteed Obligations of each Subsidiary Guarantor under the Indenture shall not
be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under the Indenture, the
Securities or any other agent or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture,
the Securities or any other agreement; (d) the release of any security held by any Holder or the
Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee
to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; (f)
subject to Section 1006, any change in the ownership of such Subsidiary Guarantor; or (g) any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.




          (c) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes
a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Holder or the Trustee to any security
held for payment of the Guaranteed Obligations.




          (d) Except as expressly set forth in Sections 902, 903, 1003 and 1005, the obligations of each
Subsidiary Guarantor under the Indenture shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability
of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce
any remedy under the Indenture, the Securities or any other agreement, by
any waiver or modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations, or by any other act or thing or omission or delay
to do any other act or thing which may or might in any manner or to any extent vary the risk of
such guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter
of law or equity.




          (e) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time payment,




67









 







or any part
thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.




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




          (g) Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby
may be accelerated as provided in Article Four for the purposes of its Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article Four, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor for the purposes of this Section 1002.




          (h) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including
attorneys’ fees and disbursements) incurred by the Trustee or any Holder in enforcing or obtaining
advice of counsel in respect of any rights with respect to or collecting such Subsidiary Guarantor
under its Subsidiary Guarantee under this Section 1002.




          (i) Subject to the provisions of Section 709, the Subsidiary Guarantees shall be unsecured
senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other
existing and future senior subordinated indebtedness of such Subsidiary Guarantor. The
Indebtedness evidenced by each Subsidiary Guarantee shall be subordinated pursuant to Article
Eleven.




          SECTION 1003.   Limitation on Liability.




          Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from time
to time exceed the amount of the liability of such Subsidiary Guarantor under the Indenture without
impairing its Subsidiary Guarantee or affecting the rights and remedies of the Trustee under the
Indenture; provided, however, that any term or provision of the Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed under the
Indenture by any Subsidiary Guarantor shall not exceed the maximum amount that can be guaranteed
hereby without rendering the Indenture, as it relates to such Subsidiary Guarantor, void or
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar
laws affecting the rights of creditors generally after giving effect to:




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(i) all other contingent
and fixed liabilities of such Subsidiary Guarantor, including any Guarantees under a Senior Credit
Facility; and (ii) any collections from or payments made by or on behalf of any other Subsidiary
Guarantor with respect to such other Subsidiary Guarantor’s obligations under its Subsidiary
Guarantee pursuant to its contribution obligations under the Indenture.




          SECTION 1004.   No Waiver.




          Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising
any right, power or privilege under this Article Ten shall operate as a waiver thereof, or shall a
single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or benefits which either
may have under this Article Ten at law, in equity, by statute or otherwise.




          SECTION 1005.   Modification.




          No modification, amendment or waiver of any provision of this Article Ten, nor the consent to
any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purposes for which given. No notice to or
demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other
or further notice or demand in the same, similar or other circumstance.




          SECTION 1006.   Release of Subsidiary Guarantor.




          (1) Upon the occurrence of a sale or other disposition (including by way of consolidation or
merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets
of such Subsidiary Guarantor (in each case other than to the Company or an Affiliate of the
Company) pursuant to and in accordance with the terms and provisions of the Indenture, (2) if the
Board of Directors designates such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance
with the applicable provisions of the Indenture or (3)
upon either Legal Defeasance or Covenant Defeasance as provided in Section 902 or 903, such
Subsidiary Guarantor shall be deemed released from all obligations under this Article Ten without
any further action required on the part of the Trustee or any Holder. At the request of the
Company and upon receipt of an Officer’s Certificate, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.




ARTICLE ELEVEN.  




SUBORDINATION OF SUBSIDIARY GUARANTEES




          SECTION 1101.   Subsidiary Guarantees Subordinate to Guarantor Senior Indebtedness.




          Each Subsidiary Guarantor covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from




69









 







time to
time, of Guarantor Senior Indebtedness that, to the extent and in the manner hereinafter set forth
in this Article, the Indebtedness represented by the Subsidiary Guarantees and the payment of the
principal of (and premium, if any) and interest on each and all of the Securities pursuant to the
Subsidiary Guarantees and all other Guarantor Subordinated 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 or Cash Equivalents of all Guarantor Senior Indebtedness, whether outstanding on the
date of this Supplemental Indenture or thereafter Incurred, created, assumed or, except as set
forth in Section 704, guaranteed. The Subsidiary Guarantees will in all respects rank pari passu
with all other Guarantor Senior Subordinated Indebtedness.




          SECTION 1102.   Payment over of Proceeds upon Dissolution, Etc.




          Upon any payment or distribution of the assets of any Subsidiary Guarantor upon liquidation or
dissolution or reorganization or bankruptcy of or similar proceeding relating to such Subsidiary
Guarantor or its property:





          (i)   the holders of Guarantor Senior Indebtedness with respect to such Subsidiary
Guarantor will be entitled to receive payment in full in cash or Cash Equivalents of such
Guarantor Senior Indebtedness (including interest after, or which would accrue but for, the
commencement of any proceeding at the rate specified in the applicable Guarantor Senior
Indebtedness, whether or not a claim for such interest would be allowed in a proceeding)
before the Holders of the Securities are entitled to receive any payment pursuant to the
Subsidiary Guarantee of such Subsidiary Guarantor, and




          (ii)   until the Guarantor Senior Indebtedness with respect to such Subsidiary
Guarantor is paid in full in cash or Cash Equivalents, any payment or distribution to which
Holders of the Securities would be entitled pursuant to the Subsidiary Guarantee of such
Subsidiary Guarantor but for the subordination provisions
of the Indenture will be made to holders of such Guarantor Senior Indebtedness as their
interests may appear (except that Holders of Securities may receive Guarantees that are
subordinated at least to the same extent as the Subsidiary Guarantee to the Guarantor Senior
Indebtedness and any securities issued in exchange for any Guarantor Senior Indebtedness).



          SECTION 1103.   Suspension of Payment When Guarantor Senior Indebtedness in Default.




          (a) No Subsidiary Guarantor may pay principal of, premium, if any, or interest on, the
Securities pursuant to its Subsidiary Guarantee and may not otherwise pay any amount pursuant to
such Subsidiary Guarantee to purchase, redeem or otherwise retire any Securities (collectively,
“pay the Securities”) if:





          (i)   any Guarantor Senior Indebtedness is not paid when due in cash or Cash
Equivalents; or




          (ii)   any other default on Guarantor Senior Indebtedness occurs and the maturity of
such Guarantor Senior Indebtedness is accelerated in accordance with its



70









 






terms unless, in
either case, (A) the default has been cured or waived and any such acceleration has been
rescinded in writing or (B) such Guarantor Senior Indebtedness has been paid in full in cash
or Cash Equivalents;


provided, however, a Subsidiary Guarantor may make payments on the Securities pursuant to its
Subsidiary Guarantee without regard to the foregoing if the Company and the Trustee receive written
notice approving such payment from the Representative of the Guarantor Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) above has occurred and is
continuing.




          (b) During the continuance of any default (other than a default described in clause (a)(i) or
(a)(ii) above) with respect to any Designated Guarantor Senior Indebtedness of a Subsidiary
Guarantor pursuant to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, such Subsidiary Guarantor may not make payments on the Securities
pursuant to its Subsidiary Guarantee for a period (a “Payment Blockage Period”) commencing upon the
receipt by the Trustee (with a copy to the Subsidiary Guarantor) of written notice (a “Blockage
Notice”) of such default from the Representative of the holders of such Designated Guarantor Senior
Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the
Trustee and the Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing or (iii) because
such Designated Guarantor Senior Indebtedness has been repaid in full (or such payment has been
duly provided for in a manner acceptable to the holders of such Designated Guarantor Senior
Indebtedness). Notwithstanding the provisions described in the immediately preceding sentence (but
subject to Section 1103(a)), unless the
holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders
has accelerated the maturity of such Designated Guarantor Senior Indebtedness, such Subsidiary
Guarantor may resume making payments on the Securities pursuant to its Subsidiary Guarantee after
the end of such Payment Blockage Period. Not more than one Blockage Notice (which may apply to all
Subsidiary Guarantors) may be given in any consecutive 360-day period, irrespective of the number
of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However,
if any Blockage Notice within such 360-day period is given by or on behalf of any holders of
Designated Guarantor Senior Indebtedness other than Bank Indebtedness, a Representative of Bank
Indebtedness may give one additional 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 360 consecutive day period.




          SECTION 1104.   Acceleration of Securities.




          If payment of the Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Guarantor Senior Indebtedness or the
Representative of such holders of the acceleration. No Subsidiary Guarantor may make payments on
the Securities pursuant to its Subsidiary Guarantee at such time, if any Bank Indebtedness then
remains outstanding, until the earlier of (i) two Business Days after delivery of written notice to
the Company and the Representative under such Bank Indebtedness




71









 







and (ii) the day on which such Bank
Indebtedness accelerated and, thereafter, may make payments on the Securities pursuant to its
Subsidiary Guarantee only if this Article Eleven otherwise permits payment at that time.




          SECTION 1105.   When Distribution Must Be Paid Over.




          If a distribution is made to Holders of the Securities by a Subsidiary Guarantor pursuant to
its Subsidiary Guarantee that, due to the provisions of this Article Eleven, should not have been
made to them, such Holders shall hold it in trust for the Holders of Guarantor Senior Indebtedness
of such Subsidiary Guarantor and pay it over to them as their interests may appear.




          SECTION 1106.   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 Securities or the
Subsidiary Guarantees that violate this Article Eleven, but failure to give such notice shall not
affect the subordination of the Subsidiary Guarantees to the Guarantor Senior Indebtedness as
provided in this Article Eleven.




          SECTION 1107.   Payment Permitted If No Default.




          Nothing contained in this Article or elsewhere in the Indenture or in any of the Securities of
Subsidiary Guarantees shall prevent any Subsidiary Guarantor, at any time except during the
pendency of any bankruptcy or similar proceeding of such Subsidiary Guarantor referred to in
Section 1102 or under the conditions described in Section 1103, from making payments at any time of
principal of (and premium, if any, on) or interest on the Securities pursuant to its Subsidiary
Guarantee.




          SECTION 1108.   Subrogation to Rights of Holders of Guarantor Senior Indebtedness.




          Subject to the payment in full of all Guarantor Senior Indebtedness with respect to any
Subsidiary Guarantor in cash or Cash Equivalents, the Holders shall be subrogated (equally and
ratably with the holders of all other Guarantor Senior Subordinated Indebtedness of such Subsidiary
Guarantor) to the rights of the holders of such Guarantor Senior Indebtedness to receive payments
and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness
until the Guarantor Senior Subordinated Indebtedness with respect to such Subsidiary Guarantor
shall be paid in full. For purposes of such subrogation, no payments or distributions to the
holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of this Article, and
no payments pursuant to the provisions of this Article to the holders of Guarantor Senior
Indebtedness by Holders of the Securities or on their behalf or by the Trustee, shall, as among
such Subsidiary Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and
the Holders of the Securities, be deemed to be a payment or distribution by such Subsidiary
Guarantor to or on account of the Guarantor Senior Indebtedness; it being understood that the
provisions of this Article are intended solely for the purpose of determining




72









 







the relative rights
of the Holders of the Securities, on the one hand, and the holders of Guarantor Senior
Indebtedness, on the other hand.




          SECTION 1109.   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 Guarantor Senior Indebtedness on
the other hand. Nothing contained in this Article or elsewhere in the Indenture or in the
Securities is intended to or shall (a) impair, as between any Subsidiary Guarantor and the Holders,
the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to pay to the
Holders the principal of (and premium, if any) and interest on the Securities pursuant to it s
Subsidiary Guarantee as and when the same shall become due and payable in accordance with their
terms; (b) affect the relative rights against such Subsidiary Guarantor of the Holders and
creditors of such Subsidiary Guarantor other than their rights in relation to holders of
Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture, subject to the
rights, if any, under this Article of the holders of Guarantor Senior Indebtedness. If any
Subsidiary Guarantor fails because of this Article to pay principal (or premium, if any) or
interest on a Security pursuant to its Subsidiary Guarantee on the due date, the failure is still a
default or Event of Default.




          SECTION 1110.   Trustee to Effectuate Subordination.




          Each Holder of a Security 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 its 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 of the Original Indenture at least 30
days before the expiration of the time to file such claim, the agent bank under the Senior Credit
Facility (if such facility is still outstanding) is hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Securities.




          SECTION 1111.   Subordination May Not Be Impaired by any Subsidiary Guarantor.




          No right of any present or future holder of any Guarantor 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 any Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any non-compliance by such Subsidiary Guarantor with the terms,
provisions and covenants of the Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.




          SECTION 1112.   Distribution or Notice to Representative.




          Whenever a distribution is to be made or a notice given to holders of Guarantor Senior
Indebtedness, the distribution may be made and the notice given to their Representative.




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          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this
Article Thirteen, 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 Guarantor Senior Indebtedness with respect to such Subsidiary Guarantor and
other Indebtedness of such Subsidiary Guarantor, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other acts
pertinent thereto or to this Article Eleven.




          SECTION 1113.   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
Securities pursuant to any Subsidiary Guarantee. Notwithstanding the provisions of this Article or
any other provision of the 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 Securities, unless and until the Trustee shall have received written notice thereof
from the Company, the administrative agent under a Senior Credit Facility or a holder of Guarantor
Senior Indebtedness or from any Representative thereof; and, prior to the receipt of any such
written notice, the Trustee, subject to Trust Indenture Act 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 Security), 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 Trust Indenture Act Sections 315(a) through 315(d), the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person representing himself to be a
holder of Guarantor Senior Indebtedness (or a Representative thereof) to establish that such notice
has been given by a holder of Guarantor Senior Indebtedness (or a Representative thereof). 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 Guarantor 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 Guarantor 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.




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          SECTION 1114.   Reliance on Judicial Order or Certificate of Liquidating Agent.




          Upon any payment or distribution of assets of any Subsidiary Guarantor referred to in this
Article, the Trustee, subject to Trust Indenture Act Sections 315(a) through 315(d), and the
Holders of the Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such bankruptcy or similar 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 of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Guarantor Senior Indebtedness and
other indebtedness of such Subsidiary Guarantor, 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.




          SECTION 1115.   Rights of Trustee as a Holder of Guarantor Senior Indebtedness;
Preservation of Trustee’s Rights.




          The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Guarantor Senior Indebtedness which may at any time be held by it, to
the same extent as any other holder of Guarantor Senior Indebtedness, and nothing in the 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 of the Original
Indenture.




          SECTION 1116.   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 under the Indenture, 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.




          SECTION 1117.   No Suspension of Remedies.




          Nothing contained in this Article shall limit the right of the Trustee or the Holders of
Securities to take any action to accelerate the maturity of the Securities pursuant to Article Four
or to pursue any rights or remedies under the Indenture or under applicable law, except as provided
in Article Four.




          SECTION 1118.   Modification of Terms of Guarantor Senior Indebtedness.




          Any renewal or extension of the time of payment of any Guarantor Senior Indebtedness or the
exercise by the holders of Guarantor Senior Indebtedness of any of their
rights under any instrument creating or evidencing Guarantor Senior Indebtedness, including,




75









 







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 indenture or other instrument under which
any Guarantor Senior Indebtedness is outstanding or of such Guarantor Senior Indebtedness, whether
or not such release is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article Eleven or of the Subsidiary Guarantees
relating to the subordination thereof.




          SECTION 1119.   Trust Moneys Not Subordinated.




          Notwithstanding anything contained herein to the contrary, payments from cash or the proceeds
of U.S. Government Obligations held in trust under Article Nine hereof by the Trustee (or other
qualifying trustee) and which were deposited in accordance with the terms of Article Nine hereof
and not in violation of Section 1103 hereof for the payment of principal of (and premium, if any)
and interest on the Securities pursuant to the Subsidiary Guarantees shall not be subordinated to
the prior payment of any Guarantor Senior Indebtedness or subject to the restrictions set forth in
this Article Eleven, and none of the Holders shall be obligated to pay over any such amount to any
Subsidiary Guarantor or any holder of Guarantor Senior Indebtedness or any other creditor of any
Subsidiary Guarantor.




          SECTION 1120.   Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness.




          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Securities or to any Subsidiary Guarantor or to any
other Person cash, property or securities to which any holders of Guarantor Senior Indebtedness
shall be entitled by virtue of this Article or otherwise. With respect to the holders of Guarantor
Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Guarantor Senior Indebtedness shall be read into the Indenture against
the Trustee.




76









 








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




	 	 	 	 	 	 	 	 	 
	 	 	HANOVER COMPRESSOR COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	   By	 	     /s/ PETER G. SCHRECK	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	   Peter G. Schreck	 	 
	 

	 	 	 	Title:
	 	   Vice President—Treasury and Planning
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HANOVER COMPRESSION LIMITED
    PARTNERSHIP, as a Subsidiary Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	   By	 	     /s/ PETER G. SCHRECK	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	   Peter G. Schreck	 	 
	 

	 	 	 	Title:
	 	   Vice President—Treasury and Planning	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	   WACHOVIA BANK, NATIONAL
     ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	   By
	 	     /s/
	 	STEVEN A. FINKLEA	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	   Steven A. Finklea, CCTS	 	 
	 

	 	 	 	Title:
	 	   Vice President	 	 


















 







SCHEDULE 706




Existing Agreements Governing Affiliate Transaction



1. Most Favored Supplier and Alliance Agreement, dated August 31, 2001, among Schlumberger Oilfield
Holdings Limited, Schlumberger Technology Corporation and Hanover Compression Limited Partnership.



2. Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31, 2001, by and among
Schlumberger Technology Corporation, Camco International, Inc., Schlumberger Oilfield Holdings
Ltd., Schlumberger Surenco S.A., Operational Services, Inc. and the Company.




 









 





EXHIBIT A




FORM OF SECURITY




[Global Legend, if applicable]




			
	 	 	 
	No. [___]
	 	$[                    ]
	 	 	 
	 
	 	CUSIP NO. 410768AH8






Hanover Compressor Company




71/2% Senior Note due 2013




          Hanover Compressor Company, a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [                                        ],
or registered assigns, the principal sum of [                                        ] Dollars on April 15, 2013,
and to pay interest thereon from March 31, 2006 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually on April 15 and October 15 in each
year, commencing October 15, 2006, at the rate of 7.50% per annum, until the principal hereof is
paid or made available for payment, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of 7.50% per annum (to
the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such interest shall be
payable on demand. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the April 1 or October 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.




          Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest on Securities in definitive form




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may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.




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




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




          In Witness Whereof, the Company has caused this instrument to be duly executed.




	 	 	 	 	 
	 	HANOVER COMPRESSOR COMPANY

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION.




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL

   ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated: ________ __, 20__





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[FORM OF REVERSE SIDE OF SECURITY]




71/2% Senior Note due 2013




1. Interest




          Hanover Compressor Company, a Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises
to pay interest on the principal amount of this Security at the rate per annum shown above.




          The Company will pay interest semiannually in cash and in arrears to Holders of record at the
close of business on the April 1 and October 1 immediately preceding the Interest Payment Date on
April 15 and October 15 of each year, commencing on October 15, 2006. Interest on the Securities
will accrue from the most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from March 31, 2006. The Company shall pay interest on overdue principal
or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the
Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.




2. Method of Payment




          By at least 11:00 a.m. (New York City time) on the date on which any principal of or interest
on the Securities is due and payable, the Company shall irrevocably deposit with the Trustee or the
Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the April 1 or October 1 next preceding the Interest Payment
Date even if the Securities are cancelled, repurchased or redeemed after the record date and on or
before the Interest Payment Date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal, premium 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 interest on any Security in definitive form by check payable in such
money. It may mail an interest check to a Holder’s registered address.




3. Trustee, Paying Agent and Security Registrar




          Initially, Wachovia Bank, National Association, a national banking association (the
“Trustee”), will act as Trustee, Paying Agent and Security Registrar. The Company may appoint and
change any Paying Agent, Security Registrar or co-registrar without notice to any Holder. The
Company may act as Paying Agent, Security Registrar or co-registrar.




4. Indenture




          The Company issued the Securities under the Fourth Supplemental Indenture dated as of March
31, 2006 (as it may be amended or supplemented from time to time in accordance with the terms
thereof, the “Supplemental Indenture”), among the Company, the Subsidiary Guarantors and the
Trustee to the Senior Indenture dated as of December 15, 2003 (as




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it may be amended or supplemented from time to time in accordance with the terms thereof, the
“Original Indenture” and, as amended and supplemented by the Supplemental Indenture, the
“Indenture”). For the sake of clarity, each reference to the Indenture shall mean the Original
Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the
provisions of which relate to the Securities and not future issuances of debt securities under the
Original Indenture other than these Securities. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).
Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture
and the Act for a statement of those terms.




          The Securities are general unsecured senior obligations of the Company initially issued in
aggregate principal amount of $150,000,000. The Indenture imposes certain limitations on the
Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends
on, and the purchase or redemption of, Capital Stock of the Company and its Restricted
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer
of assets and Capital Stock of Restricted Subsidiaries, Investments of the Company and its
Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the
ability of the Company and its Subsidiaries to restrict distributions and dividends from Restricted
Subsidiaries.




          To guarantee (i) the full and punctual payment of the principal of, and premium, if any, and
interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by
required repurchase or otherwise, and all other monetary obligations of the Company under the
Indenture and the Securities and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Company under the Indenture and the Securities, each
Subsidiary Guarantor has unconditionally and irrevocably guaranteed such obligations pursuant to
the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated
obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future
senior subordinated indebtedness of such Subsidiary Guarantor.




5. Optional Redemption




          The Securities will be redeemable, at the option of the Company, in whole or in part, at any
time and from time to time prior to April 15, 2010, 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 the greater of (i) 100% of the principal amount of the Securities to be redeemed plus
accrued but unpaid interest to the Redemption Date; and (ii)(a) the sum of the present values of
the remaining scheduled payments of principal and interest thereon from the Redemption Date to
April 15, 2010 (except for currently accrued but unpaid interest) (assuming the Securities are
redeemed, and based on the applicable Redemption Price, on that date) discounted to the Redemption
Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate, plus 50 basis points, plus (b) accrued but unpaid interest to the Redemption Date
(subject to the right of Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date).




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          The Securities will be redeemable, at the Company’s option, in whole or in part, at any time
and from time to time on and after April 15, 2010 and prior to Stated Maturity, upon not less than
30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered
address, at the following Redemption Prices (expressed as a percentage of principal amount), plus
accrued interest, if any, to the Redemption Date (subject to the right of Holders on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period commencing on April 15 of the years set forth below:




	 	 	 	 	 
	Year	 	Redemption Price
	2010
	 	 	103.750	%
	2011
	 	 	101.875	%
	2012
	 	 	100.000	%






          Prior to April 15, 2009, to the extent that the Company raises Net Cash Proceeds from one or
more Qualified Equity Offerings, the Company may on any one or more occasions redeem up to 35% of
the original principal amount of the Securities with the Net Cash Proceeds at a Redemption Price of
107.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date); provided that (i) at least 65% of the original
principal amount of the Securities remains Outstanding after each such redemption; and (ii) the
redemption occurs within 90 days after the closing of such Qualified Equity Offering.




6. Notice of Redemption




          Notice of redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Securities to be redeemed at its registered address. Securities
in denominations of principal amount larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the Redemption Price of and accrued and unpaid
interest on all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited
with the Paying Agent on or before the Redemption Date and certain other conditions are satisfied,
on and after such date interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.




7. Put Provisions




          Upon a Change of Control, any Holder of Securities will have the right to cause the Company to
repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount thereof plus accrued and unpaid interest to the date of repurchase as provided
in, and subject to the terms of, the Indenture.




8. Subordination and Ranking of the Subsidiary Guarantees




          Each Subsidiary Guarantee is subordinated to the Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor, as defined in the Indenture. To the extent provided in the
Indenture, Guarantor Senior Indebtedness must be paid before payments may be made on the




A-5









 







Securities pursuant to the Subsidiary Guarantees. Each Subsidiary Guarantor agrees, and each
Holder by accepting a Security agrees, to the subordination provisions contained in the Indenture
and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for
such purpose. Each Subsidiary Guarantee will rank pari passu in right of payment with all other
Guarantor Senior Subordinated Indebtedness of the applicable Subsidiary Guarantor.




9. Denominations; Transfer; Exchange




          The Securities are in registered form without coupons in denominations of principal amount of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance
with the Indenture. The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by law. The Security
Registrar need not register the transfer of or exchange of any Security selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities during a period beginning 15 days before a selection of Securities to
be redeemed and ending on the date of such selection.




10. Persons Deemed Owners




          The registered holder of this Security may be treated as the owner of it for all purposes.




11. Unclaimed Money




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




12. Defeasance




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




13. Amendment, Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities
may be amended with the written consent of the Holders of at least a majority in principal amount
of the Outstanding Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount of the Outstanding
Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the
Securities to, among other things, cure any ambiguity, omission, defect or inconsistency, or to
comply with Article Four of the Supplemental Indenture, or to provide for uncertificated Securities
in addition to or in place of certificated Securities, or to add Subsidiary Guarantees or to secure
the Securities or the Subsidiary Guarantees, or to add




A-6









 







additional covenants or Events of Default or surrender rights and powers conferred on the
Company, or to comply with any requirement of the Commission in connection with qualifying the
Indenture under the Trust Indenture Act, or to make any other change that does not adversely affect
the rights of any Holder. However, no amendment may be made to the subordination provisions of the
Indenture that adversely affects the rights of any holder of Guarantor Senior Indebtedness then
outstanding unless the requisite holders of such Guarantor Senior Indebtedness consent to such
amendment.




14. Defaults and Remedies




          Under the Indenture, Events of Default include (i) a default in any payment of interest on any
Security when due (whether or not such payment is prohibited by Article Eleven of the Supplemental
Indenture), continued for 30 days, (ii) a default in the payment of principal of, or premium, if
any, on, any Security when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise (whether or not such payment is prohibited by Article
Eleven of the Supplemental Indenture), (iii) the failure by the Company to comply with its
obligations under Section 501 of the Supplemental Indenture, (iv) the failure by the Company to
comply for 30 days after notice with any of its obligations under Sections 703, 704, 705, 706, 707,
708, 709, 710, 711, 713 or 714 of the Supplemental Indenture (in each case, other than a failure to
purchase Securities when required under Section 710 or 711 of the Supplemental Indenture), (v) the
failure by the Company to comply for 60 days after notice with its other agreements contained in
the Securities or the Indenture, (vi) the failure by the Company or any Restricted Subsidiary to
pay any Indebtedness for money borrowed within any applicable grace period after final maturity or
the acceleration of any such Indebtedness by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds $25.0 million, (vii) certain events of
bankruptcy, insolvency or reorganization of the Company, a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary, (viii) the rendering of any judgment or decree for the payment of money in an amount
(net of any insurance or indemnity payments actually received in respect thereof prior to or within
90 days from the entry thereof, or to be received in respect thereof in the event any appeal
thereof shall be unsuccessful) in excess of $25.0 million against the Company or a Significant
Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement
proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of
60 days following such judgment or decree and is not discharged, waived or stayed or (ix) the
failure of any Subsidiary Guarantee of the Securities by a Subsidiary Guarantor to be in full force
and effect (except as contemplated by the terms thereof or of the Indenture) or the denial or
disaffirmation in writing by any such Subsidiary Guarantor of its obligations under the Indenture
or its Subsidiary Guarantee. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Outstanding Securities may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable immediately upon the
occurrence of such Events of Default.




          Holders may not enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture or the Securities unless it receives

A-7









 








reasonable indemnity or security. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing default or Event of Default (except
a default or Event of Default in payment of principal, premium or interest) if it determines that
withholding notice is in their interests.




15. Trustee Dealings with the Company




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




16. No Recourse Against Others




          A director, officer, employee, incorporator, limited partner, member or stockholder, as such,
of the Company or the Subsidiary Guarantors shall not have any liability for any obligations of the
Company or the Subsidiary Guarantors under the Securities, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.




17. Authentication




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




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 entirety), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors
Act).




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 Securities 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 Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




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20. 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 to the Holder a
copy of the Indenture. Requests may be made to:



Hanover Compressor Company

12001 North Houston Rosslyn

Houston, Texas 77086

Attention: Treasurer




A-9









 








ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security 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 Security on the books of the
Company. The agent may substitute another to act for him.


 




	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	Signature Guarantee:

	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature must be guaranteed)	 	 





 



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



The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in the Securities Transfer Agents
Medallion Program (“STAMP”) or such other signature guarantee medallion program as may be approved
by the Security Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule
17Ad-15.




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[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




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




	 	 	 	 	 
	 	 	Amount of decrease in Principal	 	 	Amount of increase in Principal	 	 	Principal Amount of this Global Security	 	 	Signature of authorized signatory of
	Date of Exchange	 	Amount of this Global Security_	 	 	Amount of this Global Security_	 	 	following such decrease or increase____	 	 	Trustee or Notes Custodian_______





A-11









 





OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company pursuant to Section 710 or
711 of the Supplemental Indenture, check the box:




o




          If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 710 or 711 of the Supplemental Indenture, state the amount in principal amount (must be
integral multiple of $1,000):




$                                                            




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature	 	 
	 

	 	 
	 	 	 	 	 	 
	 

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






	 	 	 	 	 
	Signature Guarantee:

	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature must be guaranteed)	 	 





The signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership in the Securities
Transfer Agents Medallion Program (“STAMP”) or such other signature guarantee medallion program as
may be approved by the Security Registrar in addition to or substitution for STAMP, pursuant to
S.E.C. Rule 17Ad-15.




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EXHIBIT B




 





HANOVER COMPRESSOR COMPANY




and




the Subsidiary Guarantors named herein



 




71/2% SENIOR NOTES DUE 2013



 




 






FORM OF SUPPLEMENTAL INDENTURE

— SUBSIDIARY GUARANTEE




DATED AS OF                      ___, ___



 






WACHOVIA BANK, NATIONAL ASSOCIATION




Trustee




 






 





B-1









 





          This SUPPLEMENTAL INDENTURE, dated as of ___, ___, is among Hanover Compressor
Company, a Delaware corporation (the “Company”), each of the parties identified under the caption
“Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and Wachovia
Bank, National Association, as Trustee.




RECITALS




          WHEREAS, the Company, Hanover Compressor Limited Partnership and the Trustee entered into an
Indenture, dated as of December 15, 2003, as amended by the Fourth Supplemental Indenture, dated as
of March 31, 2006 (the “Supplemental Indenture” and such Indenture, as so amended, being referred
to as the “Indenture”), pursuant to which the Company has originally issued $150,000,000 in
principal amount of 71/2% Senior Notes due 2013 (the “Notes”); and




          WHEREAS, Section 601(iii) of the Supplemental Indenture provides that the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add a
Subsidiary Guarantor to the Indenture to comply with Section 714 thereof without the consent of the
Holders of the Notes; and




          WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the
bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of
the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the
Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly
done and performed;




          NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the
equal and proportionate benefit of the respective Holders of the Notes as follows:




ARTICLE 1




          Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does
and shall be deemed to form a part of, and shall be construed in connection with and as part of,
the Indenture for any and all purposes.




          Section 1.02. This Supplemental Indenture shall become effective immediately upon
its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.




ARTICLE 2




          From this date, in accordance with Section 714 of the Supplemental Indenture and by executing
this Supplemental Indenture, the Subsidiary Guarantors whose signatures appear below are subject to
the provisions of the Indenture to the extent provided for in Article Ten of the Supplemental
Indenture.





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ARTICLE 3





          Section 3.01. Except as specifically modified herein, the Indenture and the Notes
are in all respects ratified and confirmed and shall remain in full force and effect in accordance
with their terms with all capitalized terms used herein without definition having the same
respective meanings ascribed to them as in the Indenture.




          Section 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made applicable to the
Trustee with respect hereto.




          Section 3.03. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE.




          Section 3.04. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of such executed copies together shall
represent the same agreement.




[NEXT PAGE IS SIGNATURE PAGE]




B-3









 





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




	 	 	 	 	 
	 	 	HANOVER COMPRESSOR COMPANY
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS
	 
	 	 	 	 
	 	 	[                                        ]
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







B-4